TERMINATION AGREEMENT
EXHIBIT 10.2
This TERMINATION AGREEMENT is entered into and effective as of June 22, 2007.
RECITALS:
WHEREAS, the parties hereto are parties to that certain Amended and Restated Recapitalization
Agreement dated as of July 30, 2004 by and between the Company and Toucan Capital, as amended
October 22, 2004, November 10, 2004, December 27, 2004, January 26, 2005, April 12, 2005, May 13,
2005, June 16, 2005, July 26, 2005, September 7, 2005 and November 14, 2005 (the “Recapitalization
Agreement”).
WHEREAS, the parties to the Recapitalization Agreement now desire to terminate the
Recapitalization Agreement, subject to the survival of certain provisions thereof.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Each of the Company and Toucan Capital hereby terminate the Recapitalization Agreement.
Each party acknowledges that there shall be no further obligations under the Recapitalization
Agreement following the date hereof other than (a) rights related to breaches of the
Recapitalization Agreement occurring prior to the date hereof, and (b) the following provisions:
(i) Section 4.4 (Indemnification), (ii) Section 4.5 (Injunctive Relief), and (iii) Section 4.13
(Miscellaneous).
2. This Termination may be executed in one or more counterparts, each of which shall be deemed
an original but all of which taken together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the parties hereto has executed this Termination Agreement as of
the date set forth above.
| Northwest Biotherapeutics, Inc. | Toucan Capital Fund II, L.P. | |||||||||
By:
|
By: | |||||||||
| Xxxxx Xxxxxxx | Xxxxx X. Xxxxxx | |||||||||
| President | Managing Director | |||||||||
| Address: | Address: | |||||||||
| Northwest Biotherapeutics, Inc. | Xxxxx X. Xxxxxx | |||||||||
| Attention: Xxxxx Xxxxxxx | Managing Director | |||||||||
| 00000 000xx Xxxxxx, XX, | Toucan Capital Corp. | |||||||||
| Xxxxx 000 | 0000 Xxxxxxxxx Xxx, 0xx Xxxxx | |||||||||
| Bothell, Washington 98011 | Xxxxxxxx, XX 00000 | |||||||||
| Facsimile: 425.608.3009 | Facsimile: 240.497.4065 | |||||||||
| E-Mail:xxxxxxx@xxxxxxxxxxxxx.xxx | ||||||||||
| Toucan Partners, LLC | ||||||||||
| By: | ||||||||||
| Xxxxx X. Xxxxxx | ||||||||||
| Managing Member | ||||||||||
| Address: | ||||||||||
| Toucan Partners, LLC | ||||||||||
| 0000 Xxxxxxxxx Xxxxxx | ||||||||||
| Xxxxx 000 | ||||||||||
| Xxxxxxxx, XX 00000 | ||||||||||
| Facsimile: 240.497.4065 | ||||||||||
| E-Mail:xxxxxxx@xxxxxxxxxxxxx.xxx | ||||||||||
