DEBT CANCELLATION AGREEMENT
THIS AGREEMENT is made and entered into this 30th day of August, 2004, but
effective for all purposes as of 30th day of August, 2004, by and between
Nanobac Pharmaceuticals, Inc. (the "Company"), and E. Xxxxx Xxxxxxxx, MD, PhD,
an individual (the "Creditor");
WHEREAS, the Creditor is currently owed $110,815.00 by the Company; and
WHEREAS, the Creditor and the Company desire to exchange stock in the
Company in cancellation of the debt owed by the Company, upon the terms and
subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the exchange of stock in
cancellation of the debt aforementioned, it is hereby agreed as follows:
1. Stock: Subject to the terms and conditions hereinafter set forth, at
the closing of the transaction contemplated hereby, the Comapny shall issue and
convey, transfer, and deliver to the Creditor certificates representing 923,458
shares of the Common Stock of the Company (the "Shares"). This transaction shall
be effective for all purposes as of August 30, 2004.
2. Cancellation of Debt. Upon receipt of the stock described above, the
Creditor hereby cancells the debt in the amount of $110,815.00 plus any interest
thereon now owed by the Company to the Creditor.
3. Representation and Warranties of Company. Company represents and
warrants to Creditor that: A. Organization and Standing. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the state of Florida and has the corporate power and authority to carry on
its business as it is now being conducted.
B. The Shares when issued will be validly issued, fully paid and
nonassessable, and will be free of any restrictive legend or other transfer
restriction imposed by the Company;
C. the issuance and delivery of the Shares to Creditor under this
Agreement does not violate:
(i) The Company's charter documents;
(ii) Any agreement to which the Company is a party, including
any indenture; or
(iii) Any applicable federal or state statute, rule or
regulation; and
(iv) No filing by the Company under the Securities Exchange
Act of 1934 (as amended) at the time of such filing contained a misstatement of
material fact or omitted to state a material fact necessary to make the
statements therein not misleading.
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4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and
Purchaser hereby represent and warrant that there has been no act or omission by
Seller, Purchaser or the Corporation which would give rise to any valid claim
against any of the parties hereto for a brokerage commission, finder's fee, or
other like payment in connection with the transactions contemplated hereby.
5 RESTRICTED SHARES. The Parties to this Agreement acknowledge and
agree that the shares of the Company's Common Stock to be issued pursuant to
this Agreement will not be registered under the Securities Act and therefore
shall constitute "restricted securities" within the meaning of the Securities
Act.
Notwithstanding the above, the Company will file a registration statement
on Form X-0, Xxxx X-0 or Form SB-2 to register the Shares at the Company's sole
expense within 150 days from the date of tis Agreement. The Company will
promptly notify the Creditor of the effectiveness of the registration.
The Company's obligation to register the Shares owned by the Creditor is
subject to the Creditor providing to The Company all information, and take all
action, The Company reasonably requests with reasonable advance notice, to
enable it to comply with any applicable law, rule, regulation or SEC
pronouncement or to prepare the registration statement that will cover the
Shares that will be included in the registration statement.
6. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.
(b) Sections and Other Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning orinterpretation of this Agreement.
(c) Governing Law. This agreement, and all transactions
contemplated hereby, shall be governed by, construed and enforced in accordance
with the laws of Florida.
IN WITNESS WHEREOF, this Agreement has been executed by each of the
individual parties hereto on the date first above written.
NANOBAC PHARMACEUTICALS, INCORPORATED: E XXXXX XXXXXXXX, MD, PHD:
By: /s/ H. Xxxxx Xxxxxxxx /s/ E. Xxxxxx Xxxxxxxx
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Print: Xxxxx Xxxxxxxx
Date: August 30, 2004 Date: August 30, 2004
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