TERMINATION AND RELEASE AGREEMENT
BETWEEN
SYNTONY GROUP, INC.
AND
BIOTECHCURES, INC.
THIS TERMINATION AND RELEASE AGREEMENT (the "Agreement"), is made
this 13th day of February, 2006, by and between Syntony Group, Inc., a Utah
corporation ("Syntony"); Syntony Acquisition Corp., a Nevada corporation and a
wholly-owned subsidiary of Syntony ("Subsidiary"); and BioTechCures, Inc., a
Nevada corporation ("BioTechCures").
RECITALS
WHEREAS, Syntony, Subsidiary and BioTechCures have entered into an
Agreement and Plan of Merger (the "Merger Agreement") whereby, subject to the
receipt of certain funding, Subsidiary would merge with and into BioTechCures,
with BioTechCures being the surviving entity and with the BioTechCures
shareholders receiving shares of stock of Syntony under the Merger Agreement
in consideration of the exchange of their shares of common stock of
BioTechCures; and
WHEREAS, Syntony does not believe that it will be successful in
raising the required funds to complete the Merger Agreement as outlined in the
Confidential Private Placement Offering Memorandum dated December 1, 2005, and
the First Amendment thereto dated January 18, 2006 (the "PPM"); and
WHEREAS, BioTechCures believes that it can restructure its
outstanding common stock and privately complete the raise of sufficient
funding to satisfy the University of Colorado and its Licensing Agreement
requirements as outlined in the PPM; and
WHEREAS, Syntony and BioTechCures agree that the Merger Agreement
should be terminated, and that BioTechCures should be allowed to attempt to
complete the required funding under the said Licensing Agreement on its own,
without any claim or liability of either against the other;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and intending to be legally bound, the parties hereto agree as follows:
1. Termination. Syntony, Subsidiary and BioTechCures mutually
agree that the Merger Agreement is terminated and neither party has any duty
or obligation to the other to take any further action under the Merger
Agreement or to effect any transaction contemplated thereby.
2. Syntony Release. Upon execution of this Agreement, Syntony
and Subsidiary release and discharge BioTechCures and each of its
subsidiaries, affiliates, successors, officers, directors, principals, control
persons, shareholders, past and present employees, agents, attorneys,
accountants, representatives, insurers and assigns (collectively, the
"BioTechCures Releasees") from all causes of action, suits, debts, accounts,
reckonings, covenants, contracts, controversies, agreements, promises,
damages, liabilities, claims and demands whatsoever, in law or equity, against
the BioTechCures Releasees that Syntony or any of its affiliates, successors,
and assigns ever had, now have or hereafter can, shall or may have for, upon
or by reason of any matter, cause or thing whatsoever that occurred or existed
prior to the date of this Agreement, whether known or unknown, including,
without limitation, any rights or claims pertaining to or arising from the
negotiation, execution or performance of the Merger Agreement.
3. BioTechCures Release. Upon execution of this Agreement,
BioTechCures releases and discharges Syntony and Subsidiary and each of their
respective subsidiaries, affiliates, successors, officers, directors,
principals, control persons, shareholders, past and present employees, agents,
attorneys, accountants, representatives, insurers and assigns (collectively,
the "Syntony and Subsidiary Releasees") from all causes of action, suits,
debts, accounts, reckonings, covenants, contracts, controversies, agreements,
promises, damages, liabilities, claims and demands whatsoever, in law or
equity, against the Syntony and Subsidiary Releasees that BioTechCures or any
of its affiliates, successors, and assigns ever had, now have or hereafter
can, shall or may have for, upon or by reason of any matter, cause or thing
whatsoever that occurred or existed prior to the date of this Agreement,
whether known or unknown, including, without limitation, any rights or claims
pertaining to or arising from the negotiation, execution or performance of the
Merger Agreement.
4. Acknowledgements and Representations. The parties
acknowledge and represent that: (a) they have read this Agreement; (b) they
clearly understand this Agreement and each of its terms; (c) they fully and
unconditionally consent to the terms of this Agreement; (d they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) each party has full
power and authority to make, execute, deliver and perform this Agreement, and
the execution, delivery and performance of this Agreement by each party have
been duly authorized by all necessary corporate action.
5. Future Statements. Upon execution of this Agreement,
Syntony and Subsidiary agree that they shall not, either directly or
indirectly, through any of their officers, directors, control persons, agents,
or affiliates make any statement, written or verbal, to any other person
suggesting, claiming, or asserting that prior to the date of this Agreement
any of the BioTechCures Releasees engaged in any conduct, committed any act,
or omitted taking any action that is fraudulent, a breach of any agreement or
duty, violated any law, breached any business or professional ethical duty or
responsibility, or is otherwise wrongful or inappropriate in any way. Upon
execution of this Agreement, BioTechCures agrees that it shall not, either
directly or indirectly, through any of its officers, directors, control
persons, agents, or affiliates make any statement, written or verbal, to any
of the Syntony and Subsidiary Releasees engaged in any conduct, committed any
act, or omitted taking any action that is fraudulent, a breach of any
agreement or duty, violated any law, breached any business or professional
ethical duty or responsibility, or is otherwise wrongful or inappropriate in
any way. The foregoing provisions of this Section 5 shall not restrict or
prevent any person from providing information in response to any written
request for information issued in connection with any investigation or inquiry
by a governmental agent or authority or any process issued by a court.
6. Costs and Expenses. Syntony and Subsidiary, on the one
hand, and BioTechCures on the other, each agree to assume, pay and discharge
their respective costs and expenses incurred in connection with the Merger
Agreement, the PPM or otherwise related to any and all transactions between
each or any of them.
7. Miscellaneous.
(a) This Agreement contains the entire agreement and
understanding concerning the subject matter hereof between the parties and
supersedes and replaces all prior negotiations, proposed agreements and
agreements, written or oral.
(b) This Agreement may not be modified or amended in any manner
except by an instrument in writing specifically stating that it is a
supplement, modification or amendment to this Agreement and signed by each of
the parties hereto.
(c) The parties each agree to execute and deliver such further
documents and instruments and to do such other acts and things as may be
reasonably requested by any of the BioTechCures Releasees or Syntony and
Subsidiary Releasees to effectuate this Agreement.
(d) The parties agree and acknowledge that the BioTechCures
Releasees and Syntony and Subsidiary Releasees are intended to be third party
beneficiaries of the provisions of Sections 2, 3, 5, 7(c) and 7(d), as
applicable, and are entitled to enforce the same as if they were an original
party to this Agreement. If any action or suit is brought to enforce any term
or provision of this Agreement or obtain any relief hereunder, the
non-prevailing party shall reimburse the prevailing party for all costs,
including reasonable attorney's fees, of such action or suit and of enforcing
any judgment or order rendered therein.
(e) This Agreement may be executed in facsimile counterparts,
each of which, when all parties have executed at least one such counterpart,
shall be deemed an original with the same force and effect as if all
signatures were appended to one instrument, but all of which together shall
constitute one and the same Agreement.
SYNTONY GROUP, INC.
Dated: 2/13/06. By /s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx, President
SYNTONY ACQUISITION CORP.
Dated: 2/13/06. By /s/ Xxxxxxx Xxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxx, President
BIOTECHCURES, INC.
Dated: 2/13/06. By /s/ Xxxx Xxxxxxxxxx
---------------------------------
Xxxx Xxxxxxxxxx, President
