TERMINATION AND
RELEASE
This Termination and Release Agreement is
made and entered into this ___ day of January, 2007, effective
December 31, 2006, by and among Broadcast International, Inc., a
Utah Corporation (“Broadcast”), Yang Lan Studio, Ltd, a
Hong Kong corporation (“Yang Lan”), Broadvision Global,
Ltd., a British Virgin Islands corporation
(“Broadvision”), and Sun Media Investment Holdings,
Ltd, a Hong Kong corporation (“Sun”).
Whereas, Broadcast entered into a Stock
Purchase Agreement dated August 15, 2006, with Yang Lan
(“Stock Purchase Agreement”), a copy of which is
attached hereto and incorporated herein by reference;
and,
Whereas, Broadcast entered into a
Technology License Agreement dated August 15, 2006, with Yang Lan
(“E-Publishing License”), a copy of which is attached
hereto and incorporated herein by reference; and,
Whereas, Broadcast entered into a
Technology License Agreement dated August 15, 2006, with
Broadvision (“Broadvision License”), a copy of which is
attached hereto and incorporated herein by reference;
and,
Whereas, Broadcast entered into a Share
Exchange Agreement dated August 15, 2006, with Sun (“Share
Exchange Agreement”), a copy of which is attached hereto and
incorporated herein by reference; and,
Whereas, the parties desire now to
terminate all of the above described agreements and provide for
their rescission all on the terms and conditions contained
herein.
Now, therefore, in consideration of the
above and the terms and conditions set forth hereafter, the parties
agree as follows:
1.
E-Publishing License
. Broadcast and Yang Lan shall
amend the E-Publishing License and Yang Lan agrees that 3,500,000
shares of common stock issued by Broadcast in consideration of the
E-Publishing License shall be returned to Broadcast and shall be
cancelled. This shall be accomplished by Yang Lan
surrendering Broadcast International certificate # 3816 to
Broadcast’s transfer agent and having two certificates
issued; one of which shall be for 3,500,000 shares in the name of
Broadcast International, Inc. and one for 500,000 in the name
of Yang Lan Studios, Ltd. All of the other terms and
conditions of the license shall remain in full force and
effect.
2.
Broadvision License
. Broadcast and Broadvision hereby
agree to terminate the Broadvision License. Yang Lan and
Broadvision agree that Broadcast shall cancel Broadcast
International, Inc. certificate # 3818 for 1,000,000 shares in the
name of Beijing Broadvision, Inc.
2(a). Sun New Media Shares. Broadcast
International certificate # 3842, currently issued in the name of
Sun New Media Inc. in the amount of 1,000,000 shares and which was
issued in consideration of the Broadvision License, shall remain
outstanding and shall be considered to be additional consideration
for the amended E-publishing license.
3.
Share Exchange Agreement
. Broadcast and Sun hereby
terminate the Share Exchange Agreement and Sun agrees to return the
3,000,000 shares of Broadcast common stock represented by
certificate # 3815 issued by Broadcast to Sun in consideration of
the Share Exchange Agreement. Broadcast shall return the
1,515,544 shares of common stock of Sun New Media, Inc. received by
Broadcast from Sun in consideration of the Share Exchange
Agreement.
4.
Stock Purchase Agreement
. Broadcast and Yang Lan hereby
terminate the Stock Purchase Agreement. Yang Lan shall
surrender the 666,667 shares of Broadcast common stock purchased by
Yang Lan and Broadcast shall cancel the purchased shares. In
addition, Broadcast shall cancel the A, B, C and D warrants granted
to Yang Lan as part of the purchase. Broadcast shall pay to Yang
Lan the purchase price originally paid pursuant to the Stock
Purchase Agreement less payments made by Broadcast as requested and
directed by Dr. Wu. The original purchase price was
$1,000,000. Of that total, Broadcast advanced $500,000 to
Validian, Inc. pursuant to a Memorandum of Understanding
(“Validian MOU”). Broadcast shall pay to Yang Lan the
sum of $500,000 and shall assign to Yang Lan all of its rights
under the Validian MOU in full satisfaction of amounts owed to Yang
Lan by reason of this Termination Agreement. The $500,000 shall be
paid within 10 days of the execution of the amendments to the
E-Publishing License. P
