Exhibit 10.19
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 DEEP FIELD TECHNOLOGIES, INC.,
a New Jersey corporation (the "Company"), f/k/a iVOICE TECHNOLOGY II, INC., 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 August 13, 2004 (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:
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.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
DEEP FIELD TECHNOLOGIES, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ Xxxx Xxxxxx
--------------------- By: Yorkville Advisors, LLC
Name: Xxxx Xxxxxx Its: General Partner
Title: CEO
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
