EXHIBIT
4.3
TERMINATION
AGREEMENT
TERMINATION
AGREEMENT (the “Agreement”), dated
as of December 14, 2005, by and between HEPALIFE TECHNOLOGIES,
INC. , a Florida 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 July 8, 2005, by and between the Company and
the Buyer (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 OUT OF THIS AGREEMENT OR ANY
TRANSACTION
