EXHIBIT 10.2
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TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of July 20, 2006, by and between MM(2) GROUP, INC.(F/K/A WIEN
GROUP, INC.), a New Jersey corporation (the "Company"), and CORNELL CAPITAL
PARTNERS, LP, a Delaware limited partnership (the "Investor").
Recitals:
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WHEREAS, MM(2) Group, Inc., a New Jersey corporation ("MM(2)") and the
Investor entered into an Standby Equity Distribution Agreement (the "Standby
Equity Distribution Agreement"); 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 April 1, 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"); and
WHEREAS, on October 19, 2005, the Company completed its acquisition of
MM(2) pursuant to the Acquisition Agreement dated July 8, 2005. The Company
assumed the obligations of MM(2) to Investor under the Transaction Documents
pursuant to the Assignment and Assumption Agreement effective as of October 18,
2005 by and between MM(2) and the Company and consented to by the Investor (the
"Assignment and Assumption Agreement").
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 any and all
structuring fees previously paid.
3. Commitment Shares. On the date hereof, the Company shall issue
to the Investor One Million Eight Hundred Forty-nine Thousand
and Six Hundred Eighty-nine (1,849,689) shares of the
Company's Class A common stock, which represents full
satisfaction of the Commitment Shares under the Standby Equity
Distribution Agreement. The parties hereby acknowledge that
for purposes of Rule 144, the Commitment Shares shall relate
back to October 19, 2005. The Commitment Shares shall be
registered in accordance with the Amended and Restated
Investor Registration Rights Agreement of even date herewith
by and between the Company and the Investor.
[SIGNATURE PAGES TO IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
MM(2) GROUP, INC. CORNELL CAPITAL PARTNERS, LP
By: By: Yorkville Advisors, LLC
----------------------------- Its: General Partner
Name: Xxxx Xxxxxx
Title: President & CEO
By:
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
