TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of May 26, 2005, by and between CIRTRAN CORPORATION, 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 an Standby Equity
Distribution Agreement (the "Standby Equity Distribution"), a Registration
Rights Agreement (the "Registration Rights Agreement"), an Escrow Agreement (the
"Escrow Agreement"), and a Placement Agent Agreement (the "Placement Agent
Agreement", and collectively with the Standby Equity Distribution Agreement, the
Registration Rights Agreement and the Escrow Agreement, the "Transaction
Documents").
NOW, THEREFORE, for and in consideration of the foregoing premises, the
mutual promises, conditions and covenants contained herein and in the
Transaction Documents, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. Termination. The Transaction Documents, and the respective
rights and obligations of the parties therein contained, are
hereby terminated in their entirety and therefore, none of the
parties to the Transaction Documents shall have any rights or
obligations thereunder or with respect to the Transaction
Documents, except as provided in Section 2 hereof.
2. Fees. The Investor (as such term is defined in the Transaction
Documents) shall retain any and all fees, including without
limitation, the Commitment Fees and Structuring Fees set forth
in the Transaction Documents.
[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
CIRTRAN CORPORATION CORNELL CAPITAL PARTNERS, LP
By: /s/ Xxxxx Xxxxxxxx By: Yorkville Advisors, LLC
Name: Xxxxx Xxxxxxxx Its: General Partner
Title: President
By: /s/
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
