TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (the
“Agreement”)
is
made and entered into effective as of November 14, 2005, by and between
UNICORP
INCORPORATED,
incorporated and
existing under the laws of the State of Nevada (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
dated August 8, 2005 (the “Standby
Equity Distribution Agreement”)
a
registration rights agreement dated as of August 8, 2005 (the “Registration
Rights Agreement”),
an
escrow agreement dated as of August 8, 2005 (the “SEDA
Escrow Agreement”)
and a
placement agent agreement dated August 8, 2005 (the “Placement
Agent Agreement”).
(collectively, the Standby Equity Distribution Agreement, Registration Rights
Agreement, the SEDA Escrow Agreement, and the Placement Agent 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 Standby
Equity
Distribution Agreement, Registration Rights Agreement, the SEDA Escrow
Agreement 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.
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2. |
Fees.Each
of the parties to this Agreement acknowledge that any and all fees
paid to
the Investor pursuant to the Transaction Documents were earned upon
the
execution of the Transaction Documents and shall be retained by the
Investor notwithstanding the termination of the Transaction Documents
as
contemplated hereunder.
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[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.
UNICORP
INCORPORATED
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By: /s/
Xxxxx X. Xxxxx
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Name: Xxxxx
X. Xxxxx
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Title: Chief
Executive Officer
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CORNELL
CAPITAL PARTNERS, LP
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By:
Yorkville Advisors, LLC
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Its:
General Partner
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By: /s/
Xxxx X. Xxxxxx
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Name: Xxxx
X. Xxxxxx
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Title: Portfolio
Manager
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MONITOR
CAPITAL INC.
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By: /s/
Hsiao-Xxx Xxx
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Name: Hsiao-Xxx
Xxx
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Title: President
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