EXHIBIT 10.29
TERMINATION AGREEMENT
BY AND BETWEEN
HIENERGY TECHNOLOGIES, INC.
AND
X.X. XXXXXXXXXX & CO., INC.
THIS TERMINATION AGREEMENT ("Agreement") executed on the 27 day of November ,
2002, terminates that certain Placement Agent Agreement (the "Original
Agreement") entered into as of the 8th day of August, 2002, by and between
HiEnergy Technologies, Inc. ("HiEnergy" of the "Company"), and X.X. Xxxxxxxxxx &
Co., Inc. ("HCW").
1. TERMINATION. Subject to the terms and conditions of this Agreement, the
Original Agreement is terminated effective as of the date first set forth above.
The Original Agreement shall be of no further force or effect, and the parties'
obligations thereunder shall be deemed completely performed and discharged.
Except as set forth in this Agreement, any liabilities arising out of the
Original Agreement and performances rendered thereunder are hereby released and
shall be deemed satisfied in their entirety.
2. FURTHER ASSURANCES REGARDING CERTAIN ACCRUED OBLIGATIONS UNDER THE ORIGINAL
AGREEMENT. During the term of the Original Agreement, HCW served as placement
agent for a Series A Convertible Preferred Stock offering that yielded gross
proceeds of $929,625 and a common stock offering that yielded gross proceeds of
$1,822,400.85. In connection with these offerings, HCW earned a cash fee of 8%
of gross proceeds and 279,540 warrants. In addition, HCW earned a retainer fee
of 100,000 warrants. From and after the date of this Agreement, upon the request
of HCW or the Company, each of the Company and HCW shall execute and deliver
such instruments, documents, and other writings as may be reasonably necessary
or desirable to satisfy the preceding obligations.
3. GRANT OF WARRANTS. The Company shall issue warrants to purchase 150,000
shares, substantially similar to those earned in respect of the Series A
Convertible Preferred Stock offering and the common stock offering, with a
five-year term commencing November 26, 2002, and an exercise price of $2.48 per
share, to the persons (the "Holders") set forth on Schedule # attached hereto.
If at any time following the preparation, filing, and effectiveness of the
registration statement covering the Series A Convertible Preferred Stock
offering and the common stock offering, the Company shall determine to prepare
and file with the Commission a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of
its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with stock option or
other employee benefit plans, the Company shall permit the Holders to include
the shares underlying their warrants in such registration statement.
4. COUNTERPARTS AND FACSIMILE SIGNATURE. This Agreement may be signed in
counterparts, all of which when taken together shall constitute a single
executed document. Signatures transmitted by facsimile shall be deemed valid
execution of this Agreement binding on the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
HIENERGY TECHNOLOGIES, INC.
By: /s/ Xxx Xxxxxx
----------------------------------
Xxx Xxxxxx, President and CEO
X.X. XXXXXXXXXX & CO., INC.
By: /s/ Xxxxxxx Xxxx
----------------------------
Name: Xxxxxxx Xxxx
----------------------------
Title: Managing Director
----------------------------
SCHEDULE 3
Below is a listing of holders of X.X. Xxxxxxxxxx & Co., Inc. warrants granted on
the terms agreed upon in the Termination Agreement by and between HiEnergy
Technologies, Inc. & X.X. Xxxxxxxxxx & Co., Inc.
NO. OF PRICE PER DATE OF
HOLDER WARRANT NO. SHARES SHARE ISSUANCE
--------------------------- ----------- -------- ------------- ------------
Sherbrooke Partners, LLC W-053 80,000 $2.48 12/9/2002
Xxxxx Xxxxxxx W-054 40,000 $2.48 12/9/2002
Xxxxxx Xxxxxxxxx W-055 5,000 $2.48 12/9/2002
X.X. Xxxxxxxxxx & Co., Inc. W-056 25,000 $2.48 12/9/2002
