Exhibit 99.2
DEBT EXCHANGE AGREEMENT
Agreement made this 12th day of January, 2005, between Meditech
Pharmaceuticals, Inc. ("Meditech"), Xxxxxx X. Xxxx ("Xx. Xxxx") and Xxxxxxx X.
Xxxx ("Xxx. Xxxx").
RECITALS:
A. Meditech is indebted to (a) Xx. Xxxx due to accrued salary in the
principal amount of $1,882,440.40 through December 31, 2004 plus interest
thereon, and (b) Xxx. Xxxx due to accrued salary in the principal amount of
$535,863.50 through December 31, 2004 plus interest thereon. Such indebtedness
is due on demand.
B. Meditech is without funds to repay such debt which is due on demand.
C. Xx. Xxxx, Xxx. Xxxx and Meditech desire to resolve the indebtedness by
effecting an exchange of debt owed to Xx. Xxxx and Xxx. Xxxx for options to
purchase Meditech's common stock.
AGREEMENTS:
1. Exchange of Debt. Effective the date hereof, Xx. Xxxx and Xxx. Xxxx
hereby release and discharge Meditech and any endorsers and guarantors from any
liability or obligation to Xx. Xxxx and Xxx. Xxxx, respectively, including the
principal and interest due from Meditech to Xx. Xxxx and Xxx. Xxxx,
respectively.
2. Issuance of Options. In exchange for the cancellation of indebtedness to
Xx. Xxxx and Xxx. Xxxx, Meditech will immediately (a) issue to Xx. Xxxx
non-qualified options to purchase 750,000 shares of Meditech common stock, and
(b) issue to Xxx. Xxxx non-qualified options to purchase 750,000 shares of
Meditech common stock. Such non-qualified options are issued at an exercise
price of $0.001 per share for (a) $1,882,440.40 principal amount of debt owed to
Xx. Xxxx, and (b) $535,863.50 principal amount of debt owed to Xxx. Xxxx. All
interest is hereby forgiven and waived by Xx. Xxxx and Xxx. Xxxx. The last
quoted market price of the stock on the OTCBB on the day this agreement was
reached in principle was $0.00.
3. Representations.
a. Each of the parties represents that it is authorized and
empowered to execute this Agreement.
b. Xx. Xxxx and Xxx. Xxxx represent that they are acquiring the
options to purchase the common stock of Meditech for investment
and not with a view to any exercise and distribution of the
shares to the public.
c. Xx. Xxxx and Xxx. Xxxx represent that they are the owner of the
indebtedness described above and have not assigned their right
to repayment to any other party.
4. Miscellaneous.
a. Governing Law. This Agreement shall be governed by, interpreted,
and enforced in accordance with the laws of the State of Nevada,
without regard to the principles of conflicts of laws.
b. No Benefit to Others. The agreements contained in this Agreement
are for the sole benefit of the parties hereto and their
respective successors, permitted assigns, heirs, executors,
administrators, and legal representatives, and shall not be
construed as conferring and are not intended to confer any
rights on any other persons.
c. Amendments. This Agreement may be amended or modified only by an
agreement in writing signed by all of the parties hereto.
d. Multiple Counterparts. This Agreement may be executed in
multiple counterparts and all such separately signed copies
shall be considered to be a single Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto, intended to be legally bound
hereby, have duly executed, or through their duly authorized officers have duly
executed, this Agreement effective as of the date first above written.
MEDITECH PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
