TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 27, 2005, by and between TECH LABORATORIES, INC., a New
Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware
limited partnership (the "Investor").
Recitals:
WHEREAS, the Company and the Investor entered into a Standby Equity
Distribution Agreement (the "Standby Equity Distribution Agreement"), 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 May 17, 2004 (the Standby
Equity Distribution Agreement, Registration Rights Agreement, Escrow Agreement
and Placement Agent Agreement are collectively 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. Fees. The Investor shall retain any and all fees previously paid to
the Investor, including but not limited to any structuring fees or
commitment fees.
[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.
TECH LABORATORIES, INC. CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxxxxxx By: Xxxx X. Xxxxxx
------------------------ ------------------------
Name: Xxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxx
Title: CEO Title: Portfolio Manager
