EXHIBIT 10.1
TERMINATION AGREEMENT
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THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
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effective as of November __, 2005, by and between NS8 CORPORATION, a Delaware
corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware
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limited partnership (the "Investor").
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Recitals:
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WHEREAS, the Company and the Investor entered into a Standby Equity
Distribution Agreement (the "Standby Equity Distribution"); a Registration
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Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement
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(the "Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent
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Agreement"); all of which are dated May 19, 2004 (collectively, the Standby
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Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow
Agreement and Placement Agent Agreement are referred to as the "Transaction
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Documents."
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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. Each of the parties to this Agreement hereby terminate the
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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. Fees. The Investor shall be entitled to retain any and all fees
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received in the connection with the Standby Equity Distribution Agreement,
including without limitation the fees contained in Section 12.4 of the Standby
Equity Distribution Agreement.
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
NS8 CORPORATION CORNELL CAPITAL PARTNERS, LP
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ By: Yorkville Advisors, LLC
---------------------- Its: General Partner
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: CEO By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
EX-1
