Exhibit 99.3
EXECUTION COPY
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Agreement"), dated as of
September 14, 2001, by and among Asvan Technology, LLC, a Colorado limited
liability company ("Asvan"), Liberty Satellite & Technology, Inc., a Delaware
corporation ("LSAT"), and TSAT Technologies, Inc., a Colorado corporation
(the "Company").
RECITALS
WHEREAS, Asvan, LSAT and the Company have entered into (i)
the Funding Agreement, dated as of July 30, 1999, by and among Asvan, LSAT
and the Company (the "Funding Agreement"), and (ii) the Shareholders
Agreement, dated as of July 30, 1999, by and among Asvan, LSAT and the
Company (the "Shareholders Agreement");
WHEREAS, LSAT is selling 4,000 shares of the common stock
of the Company to Asvan pursuant to the Stock Purchase Agreement (the
"Purchase Agreement"), dated as of September 14, 2001, by and between LSAT
and Asvan; and
WHEREAS, as part of the transactions contemplated by the
Purchase Agreement, Asvan, LSAT and the Company are entering into this
Agreement to terminate the Funding Agreement and the Shareholders Agreement.
NOW, THEREFORE, in consideration of these premises and the
mutual promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be bound, the parties hereto agree as follows:
Section 1. TERMINATION OF AGREEMENTS.
(a) The Funding Agreement is hereby terminated and shall be of
no further force and effect from and after the date hereof and the parties
hereto shall have no further obligation, responsibility or liability
associated therewith.
(b) The Shareholders Agreement is hereby terminated and shall
be of no further force and effect from and after the date hereof and the
parties hereto shall have no further obligation, responsibility or liability
associated therewith.
Section 2. NO FURTHER RIGHTS. By execution of this Termination
Agreement, the parties hereto acknowledge and agree that, except as otherwise
provided herein, from and after the date of this Agreement, the parties shall
not have any further rights or interests in the subject matter of each of the
Funding Agreement and the Shareholders Agreement.
Section 3. MUTUAL RELEASE. Except as otherwise provided herein, the
parties hereto release each other from all claims, demands, debts and causes
of action of whatever kind or nature, which have or could in the future arise
due to the performance or non-performance of their respective obligations
under each of the Funding Agreement and the Shareholders Agreement.
Section 4. GOVERNING LAW. This Agreement is governed by and shall be
construed in
EXECUTION COPY
accordance with the laws of the United States and the State of Colorado.
Section 5. COUNTERPARTS. This Agreement may be executed in any number
of counterparts each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
Section 6. PARTIES IN INTEREST. This Agreement shall bind and inure to
the benefit of the parties hereto, and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties have caused this instrument
to be duly executed as of the date first above written.
TSAT TECHNOLOGIES, INC
By:__________________________________
Name:
Title:
LIBERTY SATELLITE &
TECHNOLOGY, INC.
By:__________________________________
Name:
Title:
ASVAN TECHNOLOGY, LLC
By:__________________________________
Name:
Title:
