TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of October 27, 2005, by and between NETFABRIC HOLDINGS, INC., a
Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a
Delaware limited partnership (the "Investor").
Recitals:
WHEREAS, the Company and the Investor entered into an Standby Equity
Distribution Agreement (the "Standby Equity Distribution"); a Registration
Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the
"Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent
Agreement"), all of which are dated July 5, 2005 (collectively, the Standby
Equity Distribution Agreement, the Registration Rights Agreement, the Escrow
Agreement and 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 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. Structuring Fees. The Investor shall retain all structuring fees.
3. Commitment Fees. The Investor shall retain the portion of the
commitment fee consisting of Two Hundred Forty Two Thousand Eight
Hundred Fifty Seven (242,857) shares of common stock of the Company,
which shall have "piggy-back" registration rights. The Investor
shall return to the Company the stock certificate representing Four
Hundred Thirty Seven Thousand One Hundred Forty Three (437,143)
shares of the common stock of the Company within ten (10) business
days of this Agreement.
[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.
NETFABRIC HOLDINGS, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ Xxxx Xxxxxxxx By: Yorkville Advisors, LLC
---------------------------------------- Its: General Partner
Name: Xxxx Xxxxxxxx
Title: Chairman and Chief Executive Officer
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
