EXHIBIT 99.2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and
entered into effective as of January 19, 2005, by and among SWISS MEDICA, INC.,
a Delaware corporation (the "Company"), HIGHGATE HOUSE, LTD., a Delaware
corporation, and XXXXXXXXXX EQUITY PARTNERS, LTD., a Delaware corporation
(individually, a "Buyer" or collectively, the "Buyers").
Recitals:
WHEREAS, the Company and the Buyers entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement"); a Convertible Debenture issued
to Highgate House, Ltd., in the amount of Two Hundred Fifty Thousand Dollars
($250,000) (the "Highgate Debenture") and a Convertible Debenture issued to
Xxxxxxxxxx Equity Partners, Ltd. in the amount of Two Hundred Fifty Thousand
Dollars ($250,000) (the "MEP Debenture") (collectively, the "Convertible
Debentures"); a Security Agreement (the "Security Agreement"); an Investor
Registration Rights Agreement (the "Investor Registration Rights Agreement"); an
Escrow Agreement (the "Escrow Agreement"); Irrevocable Transfer Agent
Instructions (the "Irrevocable Transfer Agent Instructions"); and a Warrant
issued pursuant to the Securities Purchase Agreement (the "Warrant"); all of
which are dated December 23, 2004 (collectively, the Securities Purchase
Agreement, Convertible Debentures issued thereto, the Security Agreement, the
Investor Registration Rights Agreement, the Escrow Agreement, Irrevocable
Transfer Agent Instructions and the Warrant are referred to as the "Transaction
Documents)."
NOW, THEREFORE, in consideration of the promises and the mutual
promises, conditions and covenants contained herein and in the Transaction
Documents and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Termination. The Transaction Documents are hereby terminated, as
are the respective rights and obligations contained therein,
except as otherwise stated herein. As a result of this provision,
none of the parties shall have any rights or obligations under or
with respect to the Transaction Documents except as otherwise
specified herein.
2. Redemption. The Company shall hereby redeem the Convertible
Debentures in the principal amount of Five Hundred Thousand
Dollars ($500,000) in the aggregate (Two Hundred Twenty Five
Thousand Dollars ($250,000) for each Buyer), in connection with
the First Closing of the Securities Purchase Agreement. The
redemption price shall be one hundred twenty five percent (125%)
of the aggregate amount of Five Hundred Thousand Dollars
($500,000) plus accrued interest, for a total of Six Hundred
Twenty Five Thousand Dollars ($625,000) (or Three Hundred Twelve
Thousand Five Hundred Dollars ($312,500) to each Buyer) plus
accrued interest, which shall be paid on the date hereof.
3. Warrants. The Warrant issued to the Buyers pursuant to Section
4(i) of the Securities Purchase Agreement shall be terminated.
Upon the execution of this Agreement, the Company shall issue to
each Buyer a warrant to purchase two hundred fifty thousand shares
(250,000) of common stock of the Company (the "New Warrant," which
is attached hereto as Exhibit A and Exhibit B, respectively). The
New Warrant shall be exercisable on a "cash less basis" and have
an exercise price of forty cents ($0.40) per share. The New
Warrant shall have "piggy-back" and demand registration rights and
shall survive for two (2) years from the Closing Date.
4. Payment of Fees. Notwithstanding the termination of the
Transaction Documents, on the date hereof, the Company shall issue
to the Buyers two hundred fifty thousand (250,000) shares of
common stock of the Company (or one hundred twenty five thousand
(125,000) shares to each Buyer) in consideration for this
Agreement and the modification of the price of the Warrant issued
pursuant to the Securities Purchase Agreement (the "Termination
Shares"). This fee shall be deemed fully earned on the date
hereof. The Termination Shares shall have "piggy-back"
registration rights.
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5. Registration Statement. The Company shall file a registration
statement with the Securities and Exchange Commission by no later
than by February 15, 2005, which shall provide for the
registration of the shares of common stock underlying the New
Warrant and the Termination Shares, among other things.
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IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
SWISS MEDICA, INC.
By: /s/ Xxxxxxxxx Xxxxxxx
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Name: Xxxxxxxxx Xxxxxxx
Title: CEO
HIGHGATE HOUSE, LTD.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
XXXXXXXXXX EQUITY PARTNERS, LTD.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
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EXHIBIT "A"
WARRANT (HIGHGATE)
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EXHIBIT "B"
WARRANT (XXXXXXXXXX)
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