Exhibit 10.25
DEBT CANCELLATION AGREEMENT
THIS AGREEMENT is made and entered into this 18th day of October, 2004
by and between Nanobac Pharmaceuticals, Incorproated (the "Company"), and
Macfarlane Xxxxxxxx & XxXxxxxx (the "Creditor");
WHEREAS, the Creditor is currently owed $114,231 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 222,460
shares of the Common Stock of the Company (the "Shares").
2. Cancellation of Debt. Upon receipt of the stock described above, the
Creditor hereby cancells the debt in the amount of $44,492.51 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.
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.
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 intends to 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 effectiveness of the registration statement is subject to
approval by the Securities and Exchange Commission. The Company cannot guarentee
that the Registration will be approved by the Securities and Exchange Commission
or that the registratin statement will ultimately be effective.
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: MACFARLANE XXXXXXXX & XXXXXXXX:
By: /s/ H.Xxxxx xxxxxxxx /s/ Xxxxxx X XxXxxx
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Print: Xxxxx Xxxxxxxx Date: December 15, 2004
Date: December 6, 2004
