TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of November __, 2005, by and among XSUNX, INC., a Colorado
corporation (the "Company"), CORNELL CAPITAL PARTNERS, LP, a Delaware limited
partnership (the "Investor"), and NEWBRIDGE SECURITIES CORPORATION. (the
"Placement Agent").
Recitals:
WHEREAS, the Company and the Investor entered into a Standby Equity
Distribution Agreement (the "Standby Equity Distribution"), a Registration
Rights Agreement (the "Registration Rights Agreement"), an Escrow Agreement (the
"Escrow Agreement"), and the Company, the Investor, and the Placement Agent
entered into a Placement Agent Agreement (the "Placement Agent Agreement"), all
of which are dated July __, 2005 (collectively, the "Transaction Documents"). In
connection with the Standby Equity Distribution Agreement, the Company issued
__________ shares of Common Stock to the Investor (the "Investor's Shares") and
________________ shares of Common Stock to the Placement Agent (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. Shares. The Investor shall retain the Investor's Shares and the
Placement Agent shall retain the Placement Agent's Shares, and the
Company shall register the resale of such shares by the Investor and
the Placement Agent on the next registration statement it files.
[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.
XSUNX, INC. CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
By: Its: General Partner
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Name: Xxx Xxxxxxxxx
Title: Chief Executive Officer By:
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
With respect to the Placement Agent
Agreement:
PLACEMENT AGENT:
NEWBRIDGE SECURITIES CORPORATION
By:
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Name:
Title:
