EXHIBIT 10.6
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TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of February 28, 2005, by and between SPEECH SWITCH, INC., a New
Jersey corporation, formerly known as IVOICE TECHNOLOGY III, INC. (the
"Company"), and CORNELL CAPITAL PARTNERS, LP., a Delaware limited partnership
(the "Buyer").
Recitals:
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WHEREAS, the Company and the Buyer entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement"); Convertible Debentures (the
"Convertible Debentures"); a Security Agreement (the "Security Agreement"); an
Investor Registration Rights Agreement (the "Investor Registration Rights
Agreement"); an Escrow Agreement (the "Escrow Agreement"); and an Irrevocable
Transfer Agent Instructions (the "Irrevocable Transfer Agent Instructions"), all
of which are dated August 10, 2004 (collectively, the Securities Purchase
Agreement, Convertible Debentures issued thereto dated August 10, 2004 and
November 17, 2004, the Security Agreement, the Investor Registration Rights
Agreement, the Escrow Agreement and Irrevocable Transfer Agent Instructions 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. The parties to this Agreement hereby terminate the
Transaction Documents and the respective rights and obligations
contained therein, except as otherwise stated herein. As a result
of this provision, none of the parties shall have any rights or
obligations under or with respect to the Transaction Documents
except as otherwise specified herein.
2. Principal and Interest. Notwithstanding the foregoing, the
Company shall pay the Buyer the purchase price of One Million
Dollars ($1,000,000), plus accrued interest as set forth in the
Transaction Documents. The terms of repayment shall be set forth
in the Promissory Note of even date herewith between the parties.
3. Payment of Fees. Notwithstanding the termination of the
Transaction Documents, all fees paid to the Buyer by the Company
pursuant to the Transaction Documents shall be deemed fully
earned as August 10, 2004. Any fees not previously paid to the
Buyer, if any, shall be paid immediately.
[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.
SPEECH SWITCH, INC.
By:
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: CEO
CORNELL CAPITAL PARTNERS, LP
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
