EXHIBIT 10.18
AMENDED AND RESTATED TERMINATION AGREEMENT
THIS AMENDED AND RESTATED TERMINATION AGREEMENT (the "Agreement") is made
and entered into effective as of June __, 2005, by and between SAGAMORE
HOLDINGS, INC., a Florida corporation (the "Company"), and CORNELL CAPITAL
PARTNERS, LP, a Delaware limited partnership (the "Investor").
Recitals:
WHEREAS, on September 15, 2004, the Company and Investor entered into that
certain Standby Equity Distribution Agreement ("SEDA"), as well as the related
Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of
even date therewith (together with the SEDA, the "Transaction Documents"); and
WHEREAS, on March 14, 2005, the Company received a comment letter from the
Securities and Exchange Commission (the "Comment Letter") asserting that the
SEDA could not be entered into between the Investor and the Company prior to
shares of the Company's common stock being quoted on the Over-the-Counter
Bulletin Board ("OTCBB");
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. As a result of the Comment Letter, the Transaction
Documents are hereby terminated, as are the 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
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]
EXHIBIT 10.19-1
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
SAGAMORE HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
Name Xxxx Xxxxxx
Title: Managing Member
SOLELY WITH RESPECT TO THE PLACEMENT AGENT AGREEMENT:
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: President
EXHIBIT 10.19-2
