TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of November 21, 2005, by and between NEXICON, INC., incorporated
and existing under the laws of the State of Nevada (the "Company"), and CORNELL
CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").
RECITALS:
WHEREAS, the Company and the Investor entered into an securities purchase
agreement dated as of June 24, 2005 (the "Securities Purchase Agreement"); an
investor's registration rights agreement dated as of June 24, 2005 (the
"Investor's Registration Rights Agreement"), an escrow agreement dated as of
June 24, 2005 (the "Escrow Agreement"), a security agreement dated as of June
24, 2005 (the "Security Agreement"), and the Company issued to the Investor a
convertible debentures on June 24, 2005 (the "Convertible Debentures") a standby
equity distribution agreement dated June 24, 2005 (the "Standby Equity
Distribution Agreement") a registration rights agreement dated as of June 24,
2005 (the "Registration Rights Agreement"), an escrow agreement dated as of June
24, 2005 (the "SEDA Escrow Agreement") and a placement agent agreement dated
June 24, 2005. (collectively, the Securities Purchase Agreement, the Investor's
Registration Rights Agreement, the Escrow Agreement, the Security Agreement, the
Convertible Debentures, the Standby Equity Distribution Agreement, Registration
Rights Agreement, the SEDA Escrow Agreement, and the 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 terminate the
Securities Purchase Agreement, the Investor's Registration Rights Agreement, the
Escrow Agreement, the Convertible Debentures, the Standby Equity Distribution
Agreement, Registration Rights Agreement, the SEDA Escrow Agreement 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.
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IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
NEXICON, INC.
By:
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Name: Xxxxxxx Xxxxx
Title: President
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
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