FUNDING AGREEMENT
THIS FUNDING AGREEMENT made this 25th day of February, 2002 by and among
DNAPRINT GENOMICS, INC., a corporation organized under the laws of the state of
Utah (the "Company"), XXXX XXXXXXXX, a citizen of the state of Florida ("X.
Xxxxxxxx"), XXXXXX XXXXXXXX, a citizen of the state of Florida ("X. Xxxxxxxx"),
XXXX XXXXX III, a citizen of the state of Florida ("Xxxxx") and XXXXXXX XXXXX
XXXX, a citizen of the state of Florida ("Hall" and collectively with X.
Xxxxxxxx, X. Xxxxxxxx and Xxxxx "Lenders" or each individually an "Lender").
RECITALS
WHEREAS, the Company desires to secure a loan of Two Million Dollars
($2,000,000) to be funded over the course of a ten (10) month period commencing
March 1, 2002 (the "Term"); and
WHEREAS, the Lenders desire to provide such funding as a loan; and
WHEREAS, as a condition of their agreement to provide such funding, the
three Lenders who are not directors or officers of the Company require at least
one officer to participate as a Lender hereunder; and
WHEREAS, the inclusion of Xx. Xxxxxxxx as a Lender satisfies this requirement.
NOW THEREFORE, the parties agree as follows:
1. Funding. Each Lender agrees to provide a loan of not less than Five
Hundred Thousand Dollars ($500,000) to the Company in equal quarterly
installments of $125,000, payable on March 31, 2002, June 30, 2002, September
30, 2002 and December 31, 2002 (each a "Funding Date").
2. Consideration. In consideration for the loans set forth above, the
Company shall repay the principal together with simple interest at a rate of 8%
per annum. This loan will be repaid in full to the Lenders on January 31, 200__.
If for any reason the Company shall fail to repay the loan at maturity, the sole
remedy of the Lenders shall be the issuance by the Company of shares of its
restricted common stock. The number of shares to be issued will be calculated
using the then-current principal balance, together with accrued but unpaid
interest, and a share price of $0.035 per share.
3. Joint and Several Liability. The liability of the Lenders to the Company
to make the required loans shall be joint and several. Thus, if in any quarter
during the Term one or more of the Lenders defaults in his obligation to make
his required loan, the remaining non-defaulting Lenders, within five (5)
business days of receipt of written notice from the Company of such default,
shall each contribute to the Company his pro rata share of the loan amounts in
default.
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4. Indemnification. Each Lender who defaults in his obligations hereunder
agrees to protect, indemnify and hold each of the other Lenders harmless from
and against all damages, losses, claims, cost, expenses or actions arising from
said Lender's default.
5. Miscellaneous.
a. Notices. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
as of the date delivered, mailed or transmitted, and shall be effective upon
actual receipt, if delivered personally or by courier, mailed by registered or
certified mail (postage prepaid, return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like changes of address) or sent by electronic transmission to the facsimile
number specified below:
If to Company:
DNAPrint genomics, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxxx
If to Xxxxx:
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
If to Hall:
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
If to X. Xxxxxxxx:
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
If to X. Xxxxxxxx:
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
or to such other address as any party may have furnished in writing the other
parties in the manner provided above.
b. Parties Bound. The provisions of this Agreement shall apply to, inure to
the benefit of, and be binding upon the parties hereto and their respective
heirs, successors, assigns, administrators, executors. In no event may any party
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assign any of its rights, privileges, duties, or obligations hereunder. Any
assignment in violation of the foregoing shall be null and void.
c. Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which shall
be deemed collectively one agreement, but, in making proof hereof, it shall
never be necessary to exhibit more than one such counterpart.
d. Entire Agreement: Modifications. This Agreement constitutes the final,
exclusive, and complete understanding of the parties with respect to the subject
matter hereof and supersedes any and all prior agreements, understandings and
discussions with respect thereto.
e. Captions. The captions in this Agreement are for convenience only and
shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.
f. Governing Law. This Agreement shall be governed by and enforceable
under, and construed in accordance with, the laws of Florida, regardless of the
laws that might otherwise govern under applicable principles of conflicts of
law.
g. Third Party Beneficiaries. No individual, firm, corporation,
partnership, or other entity shall be a third-party beneficiary of this
Agreement.
h. Remedies Cumulative. Except for the remedy limitation set forth in
Section 2 hereof, the remedies of the parties under this Agreement are
cumulative and will not exclude any other remedies to which any party may be
lawfully entitled.
i. Severability. If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable and this Agreement shall be
construed and enforced as if such illegal, invalid, or unenforceable provision
never comprised a part hereof; and the remaining provisions hereof shall remain
in full force and effect and shall not be affected by such illegal, invalid, or
unenforceable provision or by its severance herefrom. Furthermore, in lieu of
such illegal, invalid, or an enforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in its terms to
such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.
[Signatures on following page.]
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IN WITNESS WHEREOF, the parties have executed this Funding Agreement on the
date set forth above.
DNAPRINT GENOMICS, INC.
By:/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
As its President
LENDERS
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
/s/ Xxxx Xxxxx III
Xxxx Xxxxx III
/s/ Xxxxxxx Xxxxx Xxxx
Xxxxxxx Xxxxx Xxxx
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