EXHIBIT 10.8
WAIVER OF NEGATIVE COVENANTS
The undersigned holder (the "Holder") of
Variable Rate Convertible Debentures
due 2008 (the "Debentures") issued by
Diomed Holdings, Inc. (the "Company") and
the Company hereby agree as follows:
In connection with the Company's proposed
consummation of the purchase and sale
of the Company's Preferred Stock, par value
$0.001 per share (the "Preferred
Stock") and Warrants (the "Investor
Warrants") to purchase Common Stock, par
value $0.001 of the Company ("Common
Stock"), for aggregate gross proceeds of
approximately $10,000,000 to $12,000,000,
on substantially the terms and
conditions described in the term sheet
annexed hereto as Exhibit A, and as the
Company and the investors in the Financing
shall agree in the definitive
Financing documentation (the "Financing"),
the Holder hereby waives the negative
covenants set forth in Sections 7(c) and
7(d) of the Debenture as they pertain
to the Financing. For the avoidance of
doubt, the foregoing waiver pertains to
the Financing only and not to any future
financing or other transaction which
would be precluded by the negative
covenants contained in the Debenture. All
other terms and conditions of the Debenture
remain in ful
