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EXHIBIT 10.45
TERMINATION AGREEMENT
January 22, 2001
Advanced Viral Research Corp.
000 Xxxxxxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attn: President
Gentlemen:
Reference is made to the Equity Line of Credit Agreement dated as of
September 18, 2000 between Spinneret Financial Systems, Ltd. ("Spinneret") and
Advanced Viral Research Corporation ("ADVR")(the "Equity Line Agreement"), the
Registration Rights Agreement dated as of September 18, 2000 among ADVR and
Spinneret (the "Investor Registration Agreement"), the Escrow Agreement dated as
of September 18, 2000, among ADVR, May Xxxxx Group, Inc. ("May Xxxxx"),
Spinneret and Xxxxxxxxx, Xxxxxxx & Xxxxxxx, P.C. (the "Escrow Agreement"), the
Placement Agent Agreement dated as of September 18, 2000 between ADVR and May
Xxxxx (the "Placement Agreement"), the Registration Rights Agreement dated as of
September 18, 2000 between ADVR and May Xxxxx (the "May Xxxxx Registration
Agreement"), the Class A Warrants, dated September 18, 2000 issued to the
persons set forth below on September 18, 2000 to purchase the number of shares
of Common Stock of ADVR set forth opposite the name of the person set forth
below (the "Class A Warrants") and the Class B Warrants, dated September 18,
2000 issued to the persons set forth below on September 18, 2000 to purchase the
number of shares of Common Stock of ADVR set forth opposite the name of the
person set forth below (the "Class B Warrants").
Class A Warrants
Number of Shares of
Warrant No. Initial Holder ADVR Common Stock
----------- -------------- -------------------
WA-1 Xxxx Xxxxxx 995,000
WA-2 Hunter Singer 995,000
WA-3 Xxxxxx Xxxxxxx 995,000
WA-4 Xxxxxx Xxxxxxx 995,000
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WA-5 May Xxxxx Group, Inc. 995,000
WA-6 Xxxxx Xxxxxxxx 25,000
Class B Warrants
Number of Shares of
Warrant No. Initial Holder ADVR Common Stock
----------- -------------- -------------------
WB-1 Xxxx Xxxxxx 1,000,000
WB-2 Hunter Singer 1,000,000
WB03 Xxxxxx Xxxxxxx 1,000,000
WB-4 Xxxxxx Xxxxxxx 1,000,000
WB-5 May Xxxxx Group, Inc. 1,000,000
ADVR and each of the undersigned acknowledge that Spinneret has
assigned its rights under all of the agreements set forth above to GMF Holdings
("GMF") and GMF has assumed all of the obligations of Spinneret thereunder. In
addition, of the Warrants originally issued to May Xxxxx, the following persons
have been assigned Class A Warrants and Class B Warrants to purchase the number
of shares of ADVR Common Stock set forth opposite the name of the tranferee.
Class A Warrants to Class B Warrants to
Purchase Number of Shares Purchase Number of Shares
Transferee of ADVR Common Stock of ADVR Common Stock
----------------- ------------------------- -------------------------
Xxxxxxxx Xxxx-May 995,000 500,000
Xxxx May 400,000
Xxxxx Xxxxx 75,000
Xxxx Xxxxxxxx 25,000
ADVR and each of the undersigned agree that effective immediately each
of the Equity Line Agreement, the Investor Registration Agreement, the Escrow
Agreement, the Placement Agreement, the May Xxxxx Registration Agreement, the
Class A Warrants and the Class B Warrants are terminated and shall be of no
further force and effect. Each holder of a Class A Warrant and/or Class B
Warrant agrees to promptly deliver all certificates evidencing the same to ADVR
for cancellation.
This agreement may be signed in counterparts.
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Very truly yours,
MAY XXXXX GROUP, INC.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
GMF HOLDINGS
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ Xxxxxxxx Xxxx-May
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Xxxxxxxx Xxxx-May
/s/ Xxxx Xxxxxx
----------------------------------------------------
Xxxx Xxxxxx
/s/ Hunter Singer
----------------------------------------------------
Hunter Singer
/s/ Xxxxxx Xxxxxxx
----------------------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
/s/ Xxxx May
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Xxxx May
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/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
TERMS AGREED TO:
ADVANCED VIRAL RESEARCH CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx, M.D.
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Xxxxxx X. Xxxxxxxxx, M.D.
