TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 30, 2005, by and between SYNDICATION XXX.XXX, 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 a Standby Equity
Distribution Agreement the (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 June 15, 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 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.
2. Fees. The Investor shall retain any and all fees, including but not
limited to any structuring fees, commitment fees or the Investor's
Shares (as such term is defined in the Standby Equity Distribution
Agreement.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
SYNDICATION XXX.XXX CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxx X. Xxxxxx
Name: Xxxxx Xxxxxxxxxx Name: Xxxx X. Xxxxxx
Title: CEO Title: Portfolio Manager
