Termination Agreement among Advanced Viral Research Corp., GMF Holdings, May Davis Group, and Warrant Holders (January 22, 2001)

Contract Categories: Business Operations › Termination Agreements
Summary

This agreement, dated January 22, 2001, is between Advanced Viral Research Corp., GMF Holdings, May Davis Group, and several individual warrant holders. It terminates several prior agreements, including an equity line of credit, registration rights, escrow, placement agent agreements, and all related Class A and Class B Warrants. All parties agree these agreements and warrants are now void, and warrant holders must return their certificates for cancellation. The agreement is effective immediately upon signing.

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EX-10.45 5 g66935ex10-45.txt TERMINATION AGREEMENT DATED JANUARY 22, 2001 1 EXHIBIT 10.45 TERMINATION AGREEMENT January 22, 2001 Advanced Viral Research Corp. 200 Corporate Boulevard South Yonkers, New York 10701 Attn: President Gentlemen: Reference is made to the Equity Line of Credit Agreement dated as of September 18, 2000 between Spinneret Financial Systems, Ltd. ("Spinneret") and Advanced Viral Research Corporation ("ADVR")(the "Equity Line Agreement"), the Registration Rights Agreement dated as of September 18, 2000 among ADVR and Spinneret (the "Investor Registration Agreement"), the Escrow Agreement dated as of September 18, 2000, among ADVR, May Davis Group, Inc. ("May Davis"), Spinneret and Silverman, Collura & Chernis, P.C. (the "Escrow Agreement"), the Placement Agent Agreement dated as of September 18, 2000 between ADVR and May Davis (the "Placement Agreement"), the Registration Rights Agreement dated as of September 18, 2000 between ADVR and May Davis (the "May Davis Registration Agreement"), the Class A Warrants, dated September 18, 2000 issued to the persons set forth below on September 18, 2000 to purchase the number of shares of Common Stock of ADVR set forth opposite the name of the person set forth below (the "Class A Warrants") and the Class B Warrants, dated September 18, 2000 issued to the persons set forth below on September 18, 2000 to purchase the number of shares of Common Stock of ADVR set forth opposite the name of the person set forth below (the "Class B Warrants"). Class A Warrants
Number of Shares of Warrant No. Initial Holder ADVR Common Stock - ----------- -------------- ------------------- WA-1 Mark Angelo 995,000 WA-2 Hunter Singer 995,000 WA-3 Joseph Donahue 995,000 WA-4 Robert Farrell 995,000
2 WA-5 May Davis Group, Inc. 995,000 WA-6 Hamid Fashandi 25,000
Class B Warrants
Number of Shares of Warrant No. Initial Holder ADVR Common Stock - ----------- -------------- ------------------- WB-1 Mark Angelo 1,000,000 WB-2 Hunter Singer 1,000,000 WB03 Joseph Donahue 1,000,000 WB-4 Robert Farrell 1,000,000 WB-5 May Davis Group, Inc. 1,000,000
ADVR and each of the undersigned acknowledge that Spinneret has assigned its rights under all of the agreements set forth above to GMF Holdings ("GMF") and GMF has assumed all of the obligations of Spinneret thereunder. In addition, of the Warrants originally issued to May Davis, the following persons have been assigned Class A Warrants and Class B Warrants to purchase the number of shares of ADVR Common Stock set forth opposite the name of the tranferee.
Class A Warrants to Class B Warrants to Purchase Number of Shares Purchase Number of Shares Transferee of ADVR Common Stock of ADVR Common Stock - ----------------- ------------------------- ------------------------- Kimberly Holt-May 995,000 500,000 Owen May 400,000 Kevin Davis 75,000 Adam Goldberg 25,000
ADVR and each of the undersigned agree that effective immediately each of the Equity Line Agreement, the Investor Registration Agreement, the Escrow Agreement, the Placement Agreement, the May Davis Registration Agreement, the Class A Warrants and the Class B Warrants are terminated and shall be of no further force and effect. Each holder of a Class A Warrant and/or Class B Warrant agrees to promptly deliver all certificates evidencing the same to ADVR for cancellation. This agreement may be signed in counterparts. 3 Very truly yours, MAY DAVIS GROUP, INC. By: /s/ Mark Angelo ------------------------------------------------- Mark Angelo GMF HOLDINGS By: /s/ Diego Davis ------------------------------------------------- Diego Davis /s/ Kimberly Holt-May ---------------------------------------------------- Kimberly Holt-May /s/ Mark Angelo ---------------------------------------------------- Mark Angelo /s/ Hunter Singer ---------------------------------------------------- Hunter Singer /s/ Joseph Donahue ---------------------------------------------------- Joseph Donahue /s/ Robert Farrell ---------------------------------------------------- Robert Farrell /s/ Owen May ---------------------------------------------------- Owen May 4 /s/ Kevin Davis ---------------------------------------------------- Kevin Davis /s/ Adam Goldberg ---------------------------------------------------- Adam Goldberg TERMS AGREED TO: ADVANCED VIRAL RESEARCH CORP. By: /s/ Shalom Z. Hirschman, M.D. ------------------------------ Shalom Z. Hirschman, M.D.