Termination Agreement among XSUNX, Inc., Cornell Capital Partners, LP, and Newbridge Securities Corporation (November 2005)

Summary

XSUNX, Inc., Cornell Capital Partners, LP, and Newbridge Securities Corporation agree to end several prior agreements, including a Standby Equity Distribution Agreement, Registration Rights Agreement, Escrow Agreement, and Placement Agent Agreement, all originally dated July 2005. After this termination, none of the parties will have further rights or obligations under those agreements. However, the Investor and Placement Agent will keep the shares they received, and XSUNX, Inc. will register the resale of those shares in its next registration statement.

EX-10.7 11 v031228_ex10-7.txt TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of November __, 2005, by and among XSUNX, INC., a Colorado 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 July __, 2005 (collectively, the "Transaction Documents"). In connection with the Standby Equity Distribution Agreement, the Company issued __________ shares of Common Stock to the Investor (the "Investor's Shares") and ________________ shares of Common Stock to the Placement Agent (the "Placement Agent's Shares"). 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. Shares. The Investor shall retain the Investor's Shares and the Placement Agent shall retain the Placement Agent's Shares, and the Company shall register the resale of such shares by the Investor and the Placement Agent on the next registration statement it files. [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. XSUNX, INC. CORNELL CAPITAL PARTNERS, LP By: Yorkville Advisors, LLC By: Its: General Partner ------------------------------ Name: Tom Djokovich Title: Chief Executive Officer By: ------------------------------ Name: Mark A. Angelo Title: Portfolio Manager With respect to the Placement Agent Agreement: PLACEMENT AGENT: NEWBRIDGE SECURITIES CORPORATION By: ------------------------------ Name: Title: