EXHIBIT 10.4
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Termination Agreement") is entered into
and made effective this 11th day of February 2004, by and between CANARGO ENERGY
CORPORATION, a Delaware corporation ("CanArgo") and CORNELL CAPITAL PARTNERS,
LP, a Delaware limited partnership ("Cornell").
WHEREAS, on December 17, 2003, CanArgo and Cornell entered into that
certain Standby Equity Distribution Agreement, as well as the related
Registration Rights Agreement, Placement Agent Agreement, Escrow Agreement and
the Secured Compensation Debenture of even date therewith (together with the
Standby Equity Distribution Agreement, the "Transaction Documents"); and
WHEREAS, the parties hereto now desire to terminate the Transaction
Documents.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties hereto hereby terminate and cancel the Transaction Documents as of the
date hereof and none of the parties to the Transaction Documents shall have any
further rights or obligations arising from or relating to the Transaction
Documents.
IN WITNESS WHEREOF, the undersigned parties have entered into this
Termination Agreement on this 11th day of February 2004.
CANARGO ENERGY CORPORATION
By: ________________________________________
Name: Xxxxxxx XxXxxxxx
Title: Director & Chief Financial Officer
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: ________________________________________
Name: Xxxx Xxxxxx
Title: Portfolio Manager & President
SOLELY WITH RESPECT TO THE PLACEMENT
AGENT AGREEMENT:
NEWBRIDGE SECURITIES CORPORATION
By: ________________________________________
Name:
Title:
