Exhibit 10.1.3
LMIC, INC.
0000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
March 5, 2004
To Purchasers Listed on
the Signature Pages to the Securities Purchase
Agreement dated January 21, 2004.
Re: Consent and Waiver
Ladies & Gentlemen:
LMIC, Inc. (the "Company") intends to complete a financing
transaction (the "Financing") in which it will sell up to $5,000,000 in common
stock and warrants with an exercise price of not less than $1.50 per. Each unit,
comprised of one share of common stock and one warrant shall be sold for a price
of not less than $1.50; provided, however, that the common stock and warrants
may be sold separately, so long as in the aggregate the purchase price is not
less than the minimum amount set forth in this paragraph. In connection with the
Financing, the Company is requesting certain consents and waivers from the
purchasers under the Securities Purchase Agreement, dated as of January 21, 2004
(the "Purchase Agreement"), by and among the Company and the purchasers set
forth on the signature pages thereto (the "Purchasers"). Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Purchase Agreement.
In consideration of the improvement in the Company's credit that
will result from the Financing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
and the Company agree as follows:
1. CONSENT. The undersigned hereby consents to the Financing,
including, without limitation, pursuant to Section 4.5(a) of
the Purchase Agreement, and agrees that the securities sold in
the Financing shall be deemed to be Excluded Stock for
purposes of Section 4.5(a) of the Purchase Agreement.
2. REGISTRATION RIGHTS. The undersigned hereby consents to the
inclusion in the Registration Statement of the shares to be
issued in connection with the Financing (including the shares
issuable upon exercise of the warrants).
[Remainder of Page Intentionally Left Blank.]
Purchasers Listed on March 5, 2004
the Signature Pages to the Securities Purchase
Agreement dated January 21, 2004.
Page 2
If this letter meets with your approval please sign where indicated
below and return a copy of the signed document to me.
Sincerely,
LMIC, INC.
By: __________________
Name:
Title:
Accepted and Agreed
this th day of March, 2004
____________________________
By: __________________
Name:
Title:
