Exhibit 10.3
TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT (the
“ Agreement ”) is entered into as of
March 8, 2007 by and among VIASPACE Inc., a Nevada corporation
(the “ Company ”), Concentric Water
Technologies, LLC, a Delaware limited liability company (“
Concentric ”), Arroyo Sciences, Inc., a
Delaware corporation (“ Arroyo ”),
Cornell Capital Partners LP, a Delaware limited partnership
(“ Cornell ”), Carl Kukkonen (
Kukkonen ), Amjad Abdallat (“
Abdallat ”) and David Gonzalez, Esq., as escrow
agent (“ Gonzalez ”)
WHEREAS, Cornell is the holder of
secured convertible debentures of the Company issued, dated
November 2, 2006 in the aggregate amount of $1,500,0000 and
November 29, 2006, in the aggregate amount of $1,200,000
(collectively the “ Existing Debentures
”), that were issued to Cornell in connection with the
transactions contemplated by that certain Securities Purchase
Agreement dated November 2, 2006 by and between Cornell and
the Company (the “ 2006 Financing ”);
WHEREAS, the Company and Cornell
desire to restructure certain terms and conditions of the 2006
Financing including terminate certain of the agreements entered
into in connection with the 2006 Financing and raise new equity
financing (the “ Current Financing ”)
pursuant to a Securities Purchase Agreement dated as of even date
herewith, by and between Cornell and the Company (the “
Securities Purchase Agreement ”);
WHEREAS, the Company, Concentric,
Arroyo and Cornell are parties to one or more agreements relating
to the 2006 Financing and granting various rights to Cornell as
holder of the Existing Debentures (collectively, the “
Existing Rights Agreements ”);
WHEREAS, in connection with
the Current Financing, the Company and Cornell desire to
cancel certain of the Existing Rights Agreements; and
WHEREAS, capitalized terms used
herein and not defined, have the meanings given to them in the
Securities Purchase Agreement.
NOW, THEREFORE, in consideration of
the premises and the mutual agreements hereinafter set forth, the
parties hereby agree as follows:
SECTION 1. Termination of 2006
Financing Documents.
1.1 Standby Equity Distribution
Agreement . By their execution of this Agreement, the
undersigned parties consent to the termination of that certain
Standby Equity Distribution Agreement dated as of November 2,
2006 by and among the Company and the parties thereto, as currently
in effect (the “ Standby Equity Distribution
Agreement ”), and acknowledge and agree that they and
each of the other parties thereto have no remaining rights under
the Standby Equity Distribution Agreement, and that the Standby
Equity Distribution Agreement is hereby irrevocably terminated and
shall be of no further force or effect.
1.2 Investor Registration Rights
Agreement . By their execution of this Agreement, the
undersigned parties consent to the termination of that certain
Investor Restated Registration Rights Agreement dated as of
November 2, 2006 by and among the Company and the parties
thereto, as currently in effect (the “ Investor
Registration Rights Agreement ”), and acknowledge and
agree that they and each of the other parties thereto have no
remaining rights under the Investor Registration Rights Agreement,
and that the Investor Registration Rights Agreement is hereby
irrevocably terminated and shall be of no further force or
effect.
1.3 Registration Rights
Agreement . By their execution of this Agreement, the
undersigned parties consent to the termination of that certain
Restated Registration Rights Agreement dated as of November 2,
2006 by and among the Company and the parties thereto, as currently
in effect (the “ Registration Rights Agreement
”), and acknowledge and agree that they and each of the other
parties thereto have no remaining rights under the Registration
Rights Agreement, and that the Registration Rights Agreement is
hereby irrevocably terminated and shall be of no further force or
effect.
SECTION 2. Termination of Security
and Pledge Agreements .
2.1 Security Agreements . By
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