Termination Agreement among Power Technology, Inc., Cornell Capital Partners, LP, and Newbridge Securities Corporation

Summary

Power Technology, Inc., Cornell Capital Partners, LP, and Newbridge Securities Corporation agree to terminate several prior agreements, including a Standby Equity Distribution Agreement, Registration Rights Agreement, Escrow Agreement, and Placement Agent Agreement, all originally dated August 27, 2004. After this termination, none of the parties have any further rights or obligations under those agreements. The Investor keeps previously received structuring fees for potential future financing, and the Placement Agent confirms it received no fees under the Placement Agent Agreement.

EX-10.6 7 v17851_ex10-6.txt Exhibit 10.6 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of May ___, 2005, by and among POWER TECHNOLOGY, INC., a Nevada corporation (the "Company"), CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NEWBRIDGE SECURITIES CORPORATION (the "Placement Agent"). Recitals: WHEREAS, the Company and the Investor entered into a Standby Equity Distribution Agreement (the "Standby Equity Distribution"); a Registration Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the "Escrow Agreement"); and the Company, the Investor, and the Placement Agent entered into a Placement Agent Agreement (the "Placement Agent Agreement"), all of which are dated August 27, 2004 (collectively, the Standby Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow Agreement, and the Placement Agent Agreement are referred to as the "Transaction Documents." NOW, THEREFORE, in consideration of 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 Company and the Investor, and the Placement Agent with respect to the Placement Agent Agreement, hereby agree to 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 fees received from the Company pursuant to Section 12.4 of the Standby Equity Distribution Agreement and shall apply the same to any future financing provided to the Company. 3. Placement Agent Fees. The Placement Agent did not receive any fees received from the Company pursuant to Section 2 of the Placement Agent 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. POWER TECHNOLOGY, INC. CORNELL CAPITAL PARTNERS, LP By: By: Yorkville Advisors, LLC -------------------------- Its: General Partner Name: Bernard J. Walter Title: President By: ------------------------ Name: Mark A. Angelo Title: Portfolio Manager With respect to the Placement Agent Agreement: PLACEMENT AGENT: NEWBRIDGE SECURITIES CORPORATION By: -------------------------- Name: Guy S. Amico Title: President