Exhibit
10.1
TERMINATION
AGREEMENT
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, Guilfoil, Petzall &
Shoemake, 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 Agree
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