OR
DAMAGES TO BORROWER, ITS SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS,
ASSIGNS AND PERSONAL AND LEGAL REPRESENTATIVES ARISING IN CONNECTION WITH THE
RELEASED MATTERS. BORROWER REPRESENTS AND WARRANTS TO AGENT AND LENDERS THAT IT
HAS NOT PURPORTED TO TRANSFER, ASSIGN OR OTHERWISE CONVEY ANY RIGHT, TITLE OR
INTEREST OF BORROWER IN ANY RELEASED MATTER TO ANY OTHER PERSON AND THAT THE
FOREGOING CONSTITUTES A FULL AND COMPLETE RELEASE OF BORROWER'S CLAIMS WITH
RESPECT TO ALL RELEASED MATTERS. THE PROVISIONS OF THIS SECTION 6.12 AND THE
REPRESENTATIONS, WARRANTIES, RELEASES, WAIVERS, REMISES, ACQUITTANCES,
DISCHARGES, COVENANTS, AGREEMENTS AND INDEMNIFICATIONS CONTAINED HEREIN (A)
CONSTITUTE A MATERIAL CONSIDERATION FOR AND INDUCEMENT TO AGENT AND LENDERS
ENTERING INTO THIS AGREEMENT, (B) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR
ESTABLISHING ANY DUTY, OBLIGATION OR LIABILITY OF AGENT OR ANY LENDER TO
BORROWER OR ANY OTHER PERSON, (C) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR
ESTABLISHING ANY LIABILITY, WRONGDOING, OR VIOLATION OF ANY OBLIGATION, DUTY OR
AGREEMENT OF AGENT OR ANY LENDER TO BORROWER OR ANY OTHER PERSON, AND (D) SHALL
NOT BE USED AS EVIDENCE AGAINST AGENT OR ANY LENDER BY BORROWER OR ANY OTHER
PERSON FOR ANY PURPOSE.
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IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the
date first above-written.
BORROWER:
Response Genetics, Inc.,
a Delaware corporation
By:
/s/ Thomas A. Bologna
Name: Thomas A. Bologna
Title: Chief Executive Officer
AGENT:
SWK FUNDING LLC,
as Agent
By: SWK Holdings Corporation,
its sole Manager
By: /s/ Brett Pope
Name:
Brett Pope
Title: CEO
LENDERS:
SWK FUNDING LLC,
as a Lender
By: SWK Holdings
Corporation,
its sole Manager
By: /s/ Brett Pope
Name:
Brett Pope
Title: CEO
Swiftcurrent Partners LP,
as a Lender
By: Bridger Capital, LLC,
its general partner
By: /s/ Lucas Warford
Name: Lucas Warford
Title: Chief Operating Officer
Swiftcurrent Offshore Master Ltd.,
as a Lender
By: Bridger Management,
LLC,
its investment manager
By: /s/ Lucas Warford
Name: Lucas Warford
Title: Chief Operating Officer