EXHIBIT 99.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Termination Agreement") is entered into
and made effective this 23rd day of December, 2004, by and between PRODUCTIVITY
TECHNOLOGIES CORPORATION ("the Company") and CORNELL CAPITAL PARTNERS, LP
("Cornell").
WHEREAS, on June 21, 2004, the Company and Cornell 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"); and
WHEREAS, the parties hereto now desire to terminate the Transaction
Documents.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties hereto hereby terminate and cancel the Transaction Documents as of the
date hereof and none of the parties to the Transaction Documents shall have any
further rights or obligations arising from or relating to the Transaction
Documents.
IN WITNESS WHEREOF, the undersigned parties have entered into this
Termination Agreement on this 23rd day of December 2004.
PRODUCTIVITY TECHNOLOGIES CORPORATION
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name Xxxxx X. Xxxxxx
Title: CFO
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
