Funding and Stock Subscription Agreement
This Agreement, made and entered into this 8th day of June, 2001 by and
between Tampa Bay Financial, Inc., a Florida corporation ("TBF"), and DNA Print
genomics, Inc., a Utah corporation (the "Company") and its wholly owned
subsidiary DNA Print genomics, Inc., a Florida corporation (the "Subsidiary").
Whereas, the Company and the Subsidiary desire funding at a level totaling
Two Million Dollars ($2,000,000) for the twelve (12) month period commencing
July 15, 2001, based on the attached budget; and
Whereas, TBF desires to provide such funding in exchange for the issuance
of stock of the Company.
Now, therefore, the parties agree as follows:
1. Funding. TBF agrees to provide, or to cause one or more other persons to
provide, directly or indirectly, Two Million ($2,000,000) to the Company and the
Subsidiary on a monthly basis in accordance with the following schedule.
Subsidiary Company
July, 2001 $ 72,916 $10,416
August, 2001 $145,833 $20,833
September, 2001 $145,833 $20,833
October, 2001 $145,833 $20,833
November, 2001 $145,833 $20,833
December, 2001 $145,833 $20,833
January, 2002 $145,833 $20,833
February, 2002 $145,833 $20,833
March, 2002 $145,833 $20,833
April, 2002 $145,833 $20,833
May, 2002 $145,833 $20,833
June, 2002 $145,833 $20,833
July, 2002 $ 72,916 $10,416
Payments shall be made during the course of each month; provided, however,
that $150,000 of the total amount payable to the Company is to be provided in
kind, by performance of services by TBF on an as needed basis, including but not
limited to the following:
1
Accounting
Negotiation Assistance (including capital raising)
Public Entity Administration
Promotion
Assistance with Securities Filings
Other Administrative Requests
2. Consideration. In consideration of the payments set forth above, the
Company shall issue to TBF (or to such persons as TBF may designate in
compliance with all applicable laws) an aggregate of Forty Million
(40,000,000) shares of restricted common stock of the Company, to be
released each calendar quarter upon completion of the required payments by
TBF for such calendar quarter.
3. Future Funding. TBF, the Company and the Subsidiary agree to meet in May,
2002 to consider extension of their relationship.
4. Change in Control. In the event of a merger, sale, recapitalization, or any
other transaction which substantially alters the role of TBF in the affairs
of the Company, TBF shall be entitled to receive all shares issuable under
this Agreement, whether funded or not. Immediately prior to such
transaction, TBF shall issue a noninterest bearing promissory note to the
Company payable over a three year period for any unfunded shares at $.05
per share.
In witness whereof, the parties have executed this Agreement on the
date set forth above.
Tampa Bay Financial, Inc.
/s/ Xxxx X.Xxxxx
Xxxx X. Xxxxx, Chief Executive Officer
DNA Print genomics, Inc. - Florida
/s/ Xx. Xxxx Xxxxxxxx
Xx. Xxxx Xxxxxxxx, Chief Executive Officer
DNA Print genomics, Inc. - Utah
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, Chief Financial Officer
