TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of January 31, 2006, by and between CONNECTED MEDIA TECHNOLOGIES,
INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP,
a Delaware limited partnership (the "Investor").
Recitals:
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WHEREAS, the Company and the Investor entered into an Standby Equity
Distribution Agreement (the "Standby Equity Distribution"); a Registration
Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the
"Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent
Agreement"), all of which are dated April 14, 2005 (collectively, the Standby
Equity Distribution Agreement, the Registration Rights Agreement, the Escrow
Agreement and Placement Agent Agreement are referred to as 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. Each of the parties to this Agreement hereby terminates
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 the
Transaction Documents.
2. Structuring Fees. The Investor shall retain all structuring fees.
3. Commitment Fees. The Investor shall retain the portion of the
commitment fee consisting of Three Million Eight Hundred Thousand
(3,800,000) shares of common stock of the Company. On the date hereof,
the Company shall issue to the Investor an additional Three Million
Eight Hundred Thousand (3,800,000) shares of common stock of the
Company. The Seven Million Six Hundred Thousand (7,600,000) shares of
the Company's common stock shall have "piggy-back" registration
rights.
4. Warrant. The Investor shall retain the Warrant dated April 14, 2005.
The One Hundred Fifty Thousand (150,000) shares of common stock
underlying the Warrant shall have "piggy-back" registration rights.
[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.
CONNECTED MEDIA CORNELL CAPITAL PARTNERS, LP
TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx By: Yorkville Advisors, LLC
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Name: Xxxxxxx X. Xxxx Its: General Partner
Title: Chief Executive Officer
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
