CONVERSION AGREEMENT
This Conversion Agreement is made and entered into this __ day of May,
2003, by and between Xxxx X. Xxxxxxx ("Xxxxxxx") 0000 Xxxxxxxxx Xxx. Xxxxxxx
Xxxxx, Xx 00000 and DNAPrint Genomics, Inc., a Utah corporation, by and on
behalf of itself and its wholly owned subsidiary, DNAPrint Genomics, Inc., a
Florida corporation (collectively, "DNAPrint").
W I T N E S S E T H:
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WHEREAS, Luchese has served as a director of and a consultant to DNAPrint
and has entered into certain contracts, lending relationships, and equity and
other arrangements with DNAPrint (collectively, the "Contracts"); and
WHEREAS, Luchese desires to pursue other interests and to cease acting as a
consultant to DNAPrint; and
WHEREAS, Luchese has resigned from the DNAPrint Board of Directors; and
WHEREAS, the parties have agreed that such changes are in their mutual best
interests; and
WHEREAS, the parties desire to set forth the terms and conditions upon
which Luchese will terminate his relationships with DNAPrint.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:
1. Simultaneously with the execution of this Agreement, Luchese has
delivered to Athena Capital Partners $160,000 in immediately available funds to
be invested on Luchese's behalf in a private placement of DNAPrint common stock
to be managed by Athena Capital Partners (the "Private Placement"). Such funds
shall be invested in the Private Placement upon the same terms and conditions as
are received by all other purchasers in the Private Placement. Luchese will be
provided the benefit of any reductions in share price or better terms that may
come about through later closings of the Private Placement.
2. Within five days after the initial closing under the Private Placement,
DNAPrint shall pay to Luchese $110,000.
3. The parties agree that all of the Contracts are terminated, and that
neither party has any further obligations under any of the Contracts.
4. Except for any claims hereafter arising for breach of this Agreement,
DNAPrint hereby fully releases and forever discharges Luchese from any and all
claims, demands, and causes of action, of any nature whatsoever that DNAPrint
have had, may now have, or may hereafter have, against Luchese by reason of any
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matter occurring prior to and including the date of this Agreement. Except for
any claims hereafter arising for breach of this Agreement, Luchese hereby fully
releases and forever discharges DNAPrint from any and all claims, demands, and
causes of action, of any nature whatsoever that Luchese have had, may now have,
or may hereafter have, against DNAPrint by reason of any matter occurring prior
to and including the date of this Agreement.
5. DNAPrint acknowledges that it has previously issued to Luchese
approximately 2,700,000 restricted shares of DNAPrint common stock and
acknowledges that such shares are validly issued, fully paid and non-assessable.
These shares will have piggy back registration rights on any registration
statements filed by DNAPrint through January 31, 2004, otherwise DNAPrint agrees
to act promptly after January 31, 2004 to permit Luchese to trade these shares
in compliance with the requirements of Rule 144.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
DNAPrint Genomics, Inc.
____________________________ By:_____________________________
Xxxx Xxxxxxx
