TERMINATION AGREEMENT
Exhibit
10.11
THIS
TERMINATION AGREEMENT (the
“Agreement”)
is
made and entered into effective as of December 30, 2005, by and between
TREY
RESOURCES, 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 Equity Line of Credit Agreement (the
“Equity
Line of Credit 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 January 27, 2005 (collectively, the Equity Line of Credit
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:
|
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. |
Structuring
Fees.
The
Investor shall retain all structuring fees.
|
| 3. |
Fees. The
Investor shall retain any and all fees previously paid under the
Transaction Documents.
|
IN
WITNESS WHEREOF,
the
parties have signed and delivered this Termination Agreement on the date first
set forth above.
|
TREY
RESOURCES, INC.
|
CORNELL
CAPITAL PARTNERS, LP
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|||
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By:
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/s/ Xxxx Xxxxxx |
By:
Yorkville Advisors, LLC
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||
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Name: Xxxx
Xxxxxx
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Its:
General Partner
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|||
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Title: President
& CEO
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By:
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/s/ Xxxx X. Xxxxxx | |||
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Name: Xxxx
X. Xxxxxx
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||||
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Title: Portfolio
Manager
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