EXHIBIT "10.5"
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EXCHANGE AGREEMENT
AGREEMENT, dated as of August 6, 1996 among AgriBioTech, Inc. (the
"Grantor"), Xxxx X. Xxxxxxxx ("Liviakis"), Xxxxxx X. Xxxx ("Prag") and Liviakis
Financial Communications, Inc. ("LFC"), a California corporation (together, the
"Grantees"), reflecting negotiations and agreements reached among the parties
over the past two months.
W I T N E S S E T H:
WHEREAS, the Grantor has granted options (the "Options") to the Grantees to
purchase up to an aggregate of 2,000,000 shares of the Grantor's common stock,
$.001 par value per share (the "Common Stock"); and
WHEREAS, the Grantees desire to transfer 1,550,000 of the Options and
exercise 300,000 of the options on or before October 31, 1996, (or transfer said
300,000 options), in exchange for an aggregate of 750,000 shares of Common
Stock.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. EXERCISE AND ASSIGNMENT. The Grantees agree to exercise options
early and/or assign Options as follows, and the Grantor hereby accepts and
consents to such exercise, exchange and assignment notwithstanding any
restrictions in the Options:
a) LFC shall assign options to purchase 1,187,500 shares of common stock to
third parties designated by management of Grantor, without consideration
to LFC.
b) LFC shall retain options to purchase 200,000 shares of common stock,
provided LFC exercises said options on or before October 31, 1996. If not
exercised by said date, LFC shall assign said options to third parties
designated by management of Grantor, without consideration to LFC.
c) LFC shall retain options to purchase 112,500 shares of common stock. Said
options shall not be eligible for exercise, i.e., conversion to common
stock until June 30, 1997.
d) Prag shall assign options to purchase 362,500 shares of common stock to
third parties designated by management of Grantor, without consideration
to Prag.
e) Prag shall retain options to purchase 100,000 shares of common stock,
provided Prag exercises said options on or before October 31, 1996. If not
exercised by said date, Prag shall assign said options to third parties
designated by management of Grantor, without consideration to Prag.
f) Prag shall retain options to purchase 37,500 shares of common stock. Said
options shall not be eligible for exercise, i.e., conversion to common
stock until June 30, 1997.
SECTION 2. ISSUANCE. The Grantor shall issue an aggregate of 750,000 shares
of Common Stock as follows: (i) 562,500 shares to LFC; and (ii) 187,500 shares
to Prag.
SECTION 3. REGISTRATION RIGHTS. Grantor agrees to include all shares issued
per this Agreement and the shares to be issued upon the exercise of options
referenced herein in a registration to be filed on or before October 15, 1996.
The "Registration Rights" provisions of the Option Agreements under which the
Optionee's options to purchase an aggregate of 2,000,000 shares of Company
common stock are issued shall remain in full force and effect and shall apply
with respect to the 750,000 shares referred to in Section 1 above, any shares
acquired through the exercise by the Optionees of any of the 2,000,000 options
not assigned to others under terms and conditions contained herein, and any
other restricted shares of Company common stock that the Optionees acquire
during the period that the registration rights provisions are operative on the
same basis as if all such shares were acquired through the exercise of options
granted under said Option Agreements.
SECTION 4. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada applied to contracts made and
to be performed wholly within such State.
SECTION 5. MISCELLANEOUS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. No amendment,
modification or waiver of this Agreement shall be effective unless signed by the
parties hereto. This Agreement sets forth the entire agreement of the Assignor,
the Assignee and the Obligee with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized representatives as of the date first
above written.
AGRIBIOTECH, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxxxxx 9-9-96
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Xxxx X. Xxxxxxxx, President
/s/ Xxxxxx X. Xxxx 9-9-96
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Xxxxxx X. Xxxx
/s/ Xxxx X. Xxxxxxxx 9-9-96
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Xxxx X. Xxxxxxxx
