EXHIBIT 10.105
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TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of November 14, 2007, by and among PERFORMANCE HEALTH TECHNOLOGIES,
INC. (the "Company"), YA GLOBAL INVESTMENTS, L.P. (f/k/a Cornell Capital
Partners, L.P.) (the "Investor") and NEWBRIDGE SECURITIES CORPORATION
("Newbridge").
Recitals:
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WHEREAS, the Company and the Investor entered into a Standby Equity
Distribution Agreement (the "Standby Equity Distribution Agreement") and a
Registration Rights Agreement (the "Registration Rights Agreement") each of
which is dated January 23, 2006. The Company, the Investor, and Newbridge have
entered into a Placement Agent Agreement (the "Placement Agent Agreement"). The
Standby Equity Distribution Agreement, the Registration Rights Agreement, and
the Placement Agent Agreement are collectively referred to as the "Transaction
Documents". In connection with the Standby Equity Distribution Agreement the
Company issued to the Investor 2,000,000 shares of the Company's common stock
(the "Investor's Shares") and in connection with the Placement Agent Agreement,
the Company issued to the Placement Agent 40,000 shares of the Company's common
stock (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. Investor's Shares. The Investor shall retain the Investor's Shares.
3. Placement Agent Fees. The Placement Agent shall retain the Placement
Agent's Shares.
[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.
PERFORMANCE HEALTH TECHNOLOGIES, INC. YA GLOBAL INVESTMENTS, L.P.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxx
Title: President and CEO Title:
With respect to the Placement Agent Agreement:
PLACEMENT AGENT:
NEWBRIDGE SECURITIES CORPORATION
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: President
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