EXHIBIT 10.5
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of July 20, 2005, by and between ARIELWAY , 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 dated as of September 30, 2004 (the "Standby Equity
Distribution Agreement"); a registration rights agreement dated as of September
30, 2004 (the "Registration Rights Agreement") and an escrow agreement dated as
of September 30, 2004 (the "Escrow Agreement"). (Collectively, the Standby
Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow
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.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
ARIELWAY, INC.
By:
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Name: Xxxx Xxxxxx
Title: Chief Executive Officer
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
