TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of February 14, 2005, by and between LMIC INC., a corporation
organized and existing under the laws of the State of Delaware (the "Company"),
and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the
"Investor").
Recitals:
WHEREAS, the Company and the Investor entered into an standby equity
distribution agreement dated as of November 9, 2004 (the "Standby Equity
Distribution Agreement"); a registration rights agreement dated as of November
9, 2004 (the "Registration Rights Agreement") and an escrow agreement dated as
of November 9, 2004 (the "Escrow Agreement"). (Collectively, the Standby Equity
Distribution Agreement, the Registration Rights Agreement, and the Escrow
Agreement are referred to as the "Transaction Documents."
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 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.
IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
LMIC INC.
By: Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Chief Operating Officer
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
