TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of January 26, 2005, by and between NUWAVE TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a
Delaware limited partnership (the "Investor").
Recitals:
WHEREAS, in May 2004, the Company and the 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");
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 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 Placement Agent 111,111
shares of the Company's common stock. The parties acknowledge that
such shares have previously been issued to the Placement Agent.
3.
[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.
NUWAVE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name Xxxxxx X. Xxxxxxx
Title: President
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:
NEWBRIDGE SECURITIES CORPORATION
By: /s/ Xxx Xxxxx
--------------------------------
Name Xxx Xxxxx
Title: President
