Exhibit 10.74
TERMINATION AGREEMENT
TERMINATION AGREEMENT (the “Agreement”), dated as of March
15, 2005, by and between GLOBAL MED TECHNOLOGIES, INC. , a
Colorado corporation, (the “Company”), and FUSION
CAPITAL FUND II, LLC, an Illinois limited liability company
(the “Buyer”).
WHEREAS, the Buyer and the Company mutually desire to
terminate the Common Stock Purchase Agreement dated as of October
8, 2004, by and between the Company and the Buyer as amended by the
First Amendment thereto dated as of November 11, 2004, (the
“Purchase Agreement”) and the agreements entered into
in connection with the Purchase Agreement. All capitalized terms
used in this Agreement that are not defined in this Agreement shall
have the meanings set forth in the Purchase Agreement.
NOW THEREFORE , the Company and the Buyer hereby agree as
follows:
1. TERMINATION OF THE PURCHASE
AGREEMENT.
The Purchase Agreement, and the other
Transaction Documents between the Buyer and the Company related to
the Purchase Agreement (other than this Agreement) are hereby
terminated effective as of the date hereof and any and all rights,
duties and obligations arising thereunder or in connection with the
Purchase Agreement, and the Transaction Documents are now and
hereafter fully and finally terminated, provided, however, that (i)
the representations and warranties of the Buyer and Company
contained in Sections 2 and 3 of the Purchase Agreement, (ii) the
indemnification provisions set forth in Section 8 of the Purchase
Agreement, and (iii) the agreements and covenants set forth in
Section 11 of the Purchase Agreement shall survive such termination
and shall continue in full force and effect (the “Surviving
Obligations”).
2.
MISCELLANEOUS.
(a) Governing Law;
Jurisdiction; Jury Trial . All questions concerning the
construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of
Illinois, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Illinois or any
other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of Illinois. Each party
hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of Chicago, for the
adjudication of any dispute hereunder or under the other
Transaction Documents or in connection herewith or therewith, or
with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING
