EXHIBIT 99.10
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of June 23, 2005, by and among, NEXICON, INC. F/K/A XXXX.XXX, INC.,
incorporated and existing under the laws of the State of Nevada (the "Company"),
CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"),
and CORPORATE STOCK TRANSFER ("CST").
RECITALS:
WHEREAS, the Company and the Investor entered into an securities purchase
agreement dated as of May 5, 2004 (the "Securities Purchase Agreement"), an
investor's registration rights agreement dated as of May 5, 2004 (the
"Investor's Registration Rights Agreement"), an escrow agreement dated as of May
5, 2004 (the "Escrow Agreement"), a security agreement dated as of May 5, 2004
(the "Security Agreement"), a standby equity distribution agreement dated March
23, 2004 (the "Standby Equity Distribution Agreement"), a registration rights
agreement dated as of March 23, 2004 (the "Registration Rights Agreement"), and
an escrow agreement dated as of March 23, 2004 (the "SEDA Escrow Agreement"),;
WHEREAS, the Company, the Investor and CST entered into irrevocable
transfer agent instructions dated March 23, 2004 (the "Transfer Agent
Instructions");
WHEREAS, the Company issued and sold to the Investor as provided in that
certain Securities Purchase Agreement dated March 5, 2004 by and between the
Company and the Secured Party (the "Original Securities Purchase Agreement"),
and the Investor purchased, Five Hundred Thousand Dollars ($500,000) of five
percent (5%) secured convertible debentures, for a total purchase price of Five
Hundred Thousand Dollars ($500,000) (the "Original Debentures"); and
WHEREAS, the Company and the Investor desire to refinance the Original
Debentures with new five percent (5%) secured convertible debentures (the
"Convertible Debentures") pursuant to the terms and conditions contained in that
certain Secured Convertible Debenture of even date herewith (the "Secured
Debenture").
NOW, THEREFORE, for and in consideration of the foregoing premises, the
promises, conditions and covenants contained herein and in the Transaction
Documents (defined below), and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:
1. Transaction Documents. The Securities Purchase Agreement, the
Investor's Registration Rights Agreement, the Escrow Agreement, the Security
Agreement, the Standby Equity Distribution Agreement, the Registration Rights
Agreement, the SEDA Escrow Agreement, the Transfer Agent Instructions, and the
Convertible Debentures shall be collectively referred to as the "Transaction
Documents."
2. Termination. Each of the parties to this Agreement hereby terminate the
Transaction Documents and 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 any of the Transaction Documents.
3. Refinancing of the Original Debentures. The Company and the Investor
hereby agree to refinance the Original Debentures with the Convertible
Debentures pursuant to the terms and conditions contained in the Secured
Debenture.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
NEXICON, INC.
By:__________________________
Name: Xxxxxxx Xxxxx
Title: President
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:__________________________
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
CORPORATE STOCK TRANSFER
By:__________________________
Name:________________________
Title:_______________________
