Exhibit 10.9
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 23, 2005, by and among SENSOR SYSTEM SOLUTIONS, INC., a
Nevada 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 "Standby Equity Distribution Agreement") and a
Registration Rights Agreement (the "Registration Rights Agreement") each of
which is dated October 6, 2005. The Company, the Investor, and Monitor Capital,
Inc. ("Monitor") have entered into a Placement Agent Agreement (the "Placement
Agent Agreement"). The Standby Equity Distribution Agreement, the Registration
Rights Agreement, and the Placement Agent Agreement are collectively referred to
as the "Transaction Documents". In connection with the Standby Equity
Distribution Agreement the Company issued to the Investor 1,471,429 shares of
the Company's common stock (the "Investor's Shares") and in connection with the
Placement Agent Agreement, the Company issued to the Placement Agent 28,571
shares of the Company's common stock (the "Placement Agent's Shares").
NOW, THEREFORE, in consideration of 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. The Company and the Investor, and the Placement Agent
(with respect to the Placement Agent Agreement) hereby agree to
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. Investor's Shares. The Investor shall retain the Investor's Shares
and apply them to any future standby equity distribution agreements
entered into with the Company. The Investor's Shares shall have
piggy back registration rights.
3. Placement Agent Fees. The Placement Agent shall retain the Placement
Agent's Shares and apply them to any future agreements with the
Company. The Placement Agent's Shares shall have piggy back
registration rights.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
SENSOR SYSTEM SOLUTIONS, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ Xxxxxxx Xxxxx By: Yorkville Advisors, LLC
-------------------------------- Its: General Partner
Name: Xxxxxxx Xxxxx
Title: CEO By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
With respect to the Placement Agent
Agreement:
PLACEMENT AGENT:
MONITOR CAPITAL INC.
By: /s/ Hsiao-Xxx Xxx
--------------------------------
Name: Hsiao-Xxx Xxx
Title: President
