Exhibit 10.40
TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
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effective as of July 27, 2005, by and between POWER2SHIP, INC., a Nevada
corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware
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limited partnership (the "Investor").
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Recitals:
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WHEREAS, the Company and the Investor entered into a Standby Equity
Distribution Agreement (the "Standby Equity Distribution"); a Registration
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Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement
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(the "Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent
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Agreement"), all of which are dated June 28, 2004 (collectively, the Standby
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Equity Distribution Agreement, the Registration Rights Agreement the Escrow
Agreement and Placement Agent Agreement are referred to as the "Transaction
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Documents."
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NOW, THEREFORE, in consideration of the premises 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
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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 all fees in connection with the
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Transaction Documents, including any structuring fees and commitment fees.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
POWER2SHIP, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ Xxxxxxx Xxxxx By: Yorkville Advisors, LLC
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Name: Xxxxxxx Xxxxx Its: General Partner
Title: CEO
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
