TERMINATION AGREEMENT
EXHIBIT 10.12
THIS TERMINATION AGREEMENT (the “Agreement”) is made and entered into effective as of November 16, 2005, by and between POP N GO INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
Recitals:
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 May 13, 2004 (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:
Termination. Each of the parties to this Agreement hereby terminate 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.
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IN WITNESS WHEREOF, the parties have signed and delivered this Termination Agreement on the date first set forth above.
CORNELL CAPITAL PARTNERS, LP | |
By: | By: Yorkville Advisors, LLC |
Name: Xxxxxx Xxxxx | Its: General Partner |
Title: Chief Executive Officer | |
By: | |
Name: Xxxx X. Xxxxxx | |
Title: Portfolio Manager | |
