TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of January 28, 2005, by and between KRONOS ADVANCED TECHNOLOGIES,
INC. a Nevada Corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a
Delaware limited partnership (the "Investor").
Recitals:
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WHEREAS, the Company and the Investor entered into an standby equity
distribution t agreement (the "Standby Equity Distribution Agreement"); a
registration rights agreement (the "Registration Rights Agreement") and an
escrow agreement all of which are date as of October 15, 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.
KRONOS ADVANCED TECHNOLOGIES, INC.
By: /s/Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
