TERMINATION AGREEMENT
Exhibit
10.1
THIS
TERMINATION AGREEMENT (“Agreement”), dated November 28, 2005, is by and between
Oragenics, Inc., a Florida corporation (“Oragenics”) and Westrock Advisors,
Inc., a Delaware corporation (“Westrock”).
R
E C I T A L S
WHEREAS,
Oragenics and Westrock entered into a letter agreement dated October 18, 2005
(the “Letter Agreement”) wherein Oragenics and Westrock agreed that Westrock
would act as placement agent to Oragenics in connection with a private placement
of equity securities; and
WHEREAS,
certain matters have arisen between the parties and the parties desire to
terminate the Letter Agreement upon the terms and conditions set forth
herein.
NOW
THEREFORE, in consideration of the mutual covenants set forth herein and other
good and valuable consideration, the receipt and legal adequacy of which is
hereby acknowledged by the parties, and intending to be legally bound hereby,
the parties hereto hereby agree as follows:
Section
1. Basic
Agreements.
(a)
Upon
closing of the $1.2 million private placement of Oragenics common stock and
warrants currently expected to occur on or before December 8, 2005 (the
“Financing”), Oragenics will (i) pay Westrock six thousand nine hundred dollars
($6,900.00) and issue to Westrock 57,500 warrants to purchase shares of common
stock exercisable at $0.40 per share and 57,500 warrants to purchase shares
of
common stock exercisable at $0.60 per share under the same terms as the warrants
issued to investors in the contemplated Financing, as commissions for the two
hundred thirty thousand dollars ($230,000) to be raised by Westrock in the
contemplated Financing, (ii) issue to Westrock 60,000 warrants to purchase
shares of common stock exercisable at $0.60 per share under the same terms
as
the warrants issued to investors in the contemplated Financing, and (iii) pay
the amount of $2,500 directly to Westrock’s legal counsel, Xxxxxxxx, Xxxxxxx
& Xxxxxxxx, L.L.C.
(b)
Upon
completion of Section 1(a) above, the Letter Agreement shall hereby be deemed
terminated without further action by any of the parties hereto and without
further rights and obligations on the part of any of the parties hereto, or
their respective officers, directors, employees, shareholders, successors or
assigns with respect thereto, and such Letter Agreement shall be of no further
force or effect.
Section
2. Effectiveness. This
Agreement
shall be of no force or effect until the closing of the Financing and the
completion of Section 1(a) above.
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Section
3. Mutual
Releases.
Notwithstanding any terms or language to the contrary in the Letter Agreement,
each party hereby releases and forever discharges the other party and its
officers, directors, employees, agents, successors and assigns, of and from
any
and all claims, demands, liabilities, costs, expenses, actions and causes of
action of whatsoever kind or nature, whether in law or equity, from the
beginning of time to the date of this Agreement, it may have or claim to have,
whether known to them or not, against the other party arising from the Letter
Agreement.
Section
4. No
Assignment of Claims.
Each of
the parties warrants and represents that no part of any asserted or assertable
claims arising out of the Letter Agreement have been assigned or transferred,
and that it has full, exclusive and unencumbered right, title and interest
in
and to them.
Section
5. No
Prior Breach.
By
executing this Agreement, the parties hereto are not acknowledging a breach
of
any agreement between the parties, or otherwise are admitting or suggesting
any
wrongdoing whatsoever.
Section
6. Governing
Law.
This
Agreement shall be governed by the laws of the state of Florida without regard
to such state’s rules concerning conflicts of laws. Any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
agreement is waived.
Section
7. Entire
Agreement; Counterparts.
This
Agreement reflects the entire agreement between the parties hereto with respect
to the subject matter hereof and no provision hereof may be modified or waived
unless such modification or waiver is in writing and is signed by both of the
parties hereto. This Agreement may be executed in one or more counterparts
and
by facsimile, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
Section
8. Confidentiality
and Non-Disparagement.
Except
as and to the extent required by law, including, without limitation, any
disclosures required under federal and state securities and tax law, none of
the
parties hereto will, and each will direct its officers, directors, employees,
agents and representatives not to, directly or indirectly, disclose or permit
the disclosure of the terms of this Agreement without the prior written
permission of the other parties hereto. Each
party agrees that they shall not at any time make or publish any negative,
critical or disparaging comments or statements, whether written or oral, about,
or take any action which such party knows or reasonably should know to be an
untrue, disparaging, or negative comment concerning the other, or the other’s
respective officers, directors or employees.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK AND THE SIGNATURE PAGE
FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first above written.
| WESTROCK ADVISORS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxx | |
|
Name: Xxxxxxx X. Xxxxx |
||
| Title: Managing Director | ||
| ORAGENICS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
|
Name: Xxxxxx X. Xxxxxxxxx |
||
| Title: President and Chief Executive Officer | ||
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