Exhibit 10.34
TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 12, 2005, by and among SPEECHSWITCH, INC., a New Jersey
corporation (the "Company"), XXXXX XXXXXXXX, ESQ. (the "Escrow Agent") and
CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").
Recitals:
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WHEREAS, the Company, the Escrow Agent and the Investor entered into a
Standby Equity Distribution Agreement (the "SEDA") and an Escrow Agreement each
dated August 31, 2005 (the "Escrow Agreement").
NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants contained herein and in the Escrow Agreement 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 Escrow Agreement and the respective rights and obligations
contained therein and any rights and obligations with respect to
escrow arrangements provided for in the SEDA. As a result of this
provision, none of the parties shall have any rights or obligations
under or with respect to the Escrow Agreement or the escrow
arrangements (including fees) provided for in the SEDA.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
SPEECHSWITCH, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ Xxxxx Xxxx By: Yorkville Advisors, LLC
------------------------ Its: General Partner
Name: Xxxxx Xxxx
Title: CEO
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
ESCROW AGENT
By: /s/ Xxxxx Xxxxxxxx, Esq.
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Name: Xxxxx Xxxxxxxx, Esq.
