TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
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effective as of April 19, 2005, by and between FALCON NATURAL GAS CORP.., a
Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware
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limited partnership (the "Investor").
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Recitals:
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WHEREAS, on November 19, 2004, the Company and Investor entered into that
certain Standby Equity Distribution Agreement, as well as the related
Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of
even date therewith (together with the Standby Equity Distribution Agreement,
the "Transaction Documents");
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NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants contained herein and in the Transaction Documents and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. Termination. The Transaction Documents are hereby terminated, as are the
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respective rights and obligations contained therein. As a result of this
provision, none of the parties shall have any rights or obligations under
or with respect to the Transaction Documents.
2. Payment of Fees. Notwithstanding the termination of the Transaction
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Documents, the Company shall pay to the Investor the Investor's Shares as
the commitment fee as outlined in Section 12.4(b)(ii) of the Standby Equity
Distribution Agreement and the compensation outlined in Section 2A of the
Placement Agent Agreement. The parties acknowledge that such shares have
previously been issued to the Investor and the Placement Agent.
[SIGNATURE BLOCK ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
FALCON NATURAL GAS CORP.
By: /S/ Massimiliano Pozzoni
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Name: Massimiliano Pozzoni
Title: Vice-President
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: /S/ Xxxx Xxxxxx
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Name Xxxx Xxxxxx
Title: Managing Member
SOLELY WITH RESPECT TO THE PLACEMENT
AGENT AGREEMENT:
XXXXX SECURITIES CORPORATION
By: /S/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer
