Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J7J7D0/VglGi8PziS+RwF+6D1wk4jXg/nYSlCIr63Eb3rDS0CV2EEdxix2FdlCev 4IY++dpZ2U0H6QEG+cMGMw== 0001193125-05-196988.txt : 20051005 0001193125-05-196988.hdr.sgml : 20051005 20051005164943 ACCESSION NUMBER: 0001193125-05-196988 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20051005 DATE AS OF CHANGE: 20051005 GROUP MEMBERS: ANASAZI PARTNERS III OFFSHORE, LTD. GROUP MEMBERS: ANASAZI PARTNERS III, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LMIC INC CENTRAL INDEX KEY: 0000946283 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 841209978 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61773 FILM NUMBER: 051125373 BUSINESS ADDRESS: STREET 1: 135 WEST 50TH STREET STREET 2: SUITE 1700 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 9156821761 MAIL ADDRESS: STREET 1: 211 WEST WALL CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: CHESHIRE DISTRIBUTORS INC DATE OF NAME CHANGE: 20000419 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC DEVELOPMENT CORP DATE OF NAME CHANGE: 19960325 FORMER COMPANY: FORMER CONFORMED NAME: TAMARON OIL & GAS INC /CO/ DATE OF NAME CHANGE: 19950606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER CHRISTOPHER P CENTRAL INDEX KEY: 0001059102 IRS NUMBER: 133738518 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 6174231080 MAIL ADDRESS: STREET 1: 120 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

LMIC, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

539440107

(CUSIP Number)

CHRISTOPHER P. BAKER

C/O C.P. BAKER & CO., LTD.

99 HIGH STREET, 7^TH FLOOR

BOSTON, MA 02210 USA

(617) 439-0770

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a Copy to:

DECHERT LLP

4000 BELL ATLANTIC TOWER

1717 ARCH STREET

PHILADELPHIA, PENNSYLVANIA 19103

(215) 994-4000

ATTENTION: CHRISTOPHER G. KARRAS, ESQUIRE

December 27, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP NO. 539440107


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CHRISTOPHER P. BAKER ###-##-####
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

540,000

8 SHARED VOTING POWER

810,000

9 SOLE DISPOSITIVE POWER

540,000

10 SHARED DISPOSITIVE POWER

810,000


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,350,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.29%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 539440107


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ANASAZI PARTNERS III OFFSHORE, LTD. N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

405,000

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

405,000


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 405,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.22%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 539440107


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ANASAZI PARTNERS III, LLC 83-0375085
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

405,000

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

405,000


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 405,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.22%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER.

This statement on Schedule 13D (this “Statement”) relates to the acquisition of shares of Common Stock, par value $.001 per share (the “Common Stock”), of LMIC, Inc., a Delaware corporation (the “Company”), and securities convertible into Common Stock.

The principal executive offices of the Company are located at 6435 Virginia Manor Road, Beltsville, MD 20705.

ITEM 2. IDENTITY AND BACKGROUND.

(a) - (c), (f) This Statement on Schedule 13D is being filed by the following persons: (i) Christopher P. Baker, (ii) Anasazi Partners III Offshore, Ltd., a British Virgin Islands corporation (“Anasazi Offshore”), and (iii) Anasazi Partners III, LLC, a Delaware limited liability company (“Anasazi III”) (Mr. Baker, Anasazi Offshore and Anasazi III, collectively, the “Reporting Persons”).

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. By their signature on this Statement, each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting Person.

A list of the directors, executive officers and/or manager, as appropriate, of Anasazi Offshore and Anasazi III is attached hereto as Exhibit 99.B. The address of the principal office for each Reporting Person is as follows:

c/o C.P. Baker & Company, Ltd.

99 High Street, 7^th Floor

Boston, MA 02110

Mr. Baker’s principal occupation is President of C.P. Baker & Company, Ltd. Mr. Baker is also the sole member and manager of C.P. Baker, LLC, which serves as the manager of Anasazi Offshore and Anasazi III, each of which is an investment fund. Mr. Baker is a resident of Massachusetts and a citizen of the United States.

(d) - (e) During the last five years, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any of the persons set forth on Exhibit 99.B attached hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On December 27, 2004, Mr. Baker entered into a Subscription Agreement for the purchase of 133,333 shares of Common Stock at a purchase price of $1.50 per share and Warrants to purchase 140,000 shares of Common Stock with an exercise price of $1.50 per share. On December 27, 2004, Mr. Baker entered into a Common Stock Purchase Agreement for the acquisition of 266,667 shares of Common Stock from Linsang International L.P. at a purchase price of $.01 per share. The source of the funds used for the purchase of the securities by Mr. Baker was personal funds.

On December 27, 2004, Anazazi III entered into a Subscription Agreement for the purchase of 100,000 shares of Common Stock at a purchase price of $1.50 per share and Warrants to purchase 105,000 shares of Common Stock with an exercise price of $1.50 per share. On December 27, 2004, Anasazi III

entered into a Common Stock Purchase Agreement for the acquisition of 200,000 shares of Common Stock from Linsang International L.P. at a purchase price of $.01 per share. The source of the funds used for the purchase of the securities by Anasazi III was working capital.

On December 27, 2004, Anazazi Offshore entered into a Subscription Agreement for the purchase of 100,000 shares of Common Stock at a purchase price of $1.50 per share and Warrants to purchase 105,000 shares of Common Stock with an exercise price of $1.50 per share. On December 27, 2004, Anasazi Offshore entered into a Common Stock Purchase Agreement for the acquisition of 200,000 shares of Common Stock from Linsang International L.P. at a purchase price of $.01 per share. The source of the funds used for the purchase of the securities by Anasazi III was working capital.

Mr. Baker disclaims beneficial ownership of the shares owned by Anasazi Offshore and Anasazi III, except to the extent of his pecuniary interest therein.

ITEM 4. PURPOSE OF TRANSACTION.

The transactions were solely for investment purposes. Each of the Reporting Persons intends to review, from time to time, its investment in the Company on the basis of various factors, including but not limited to the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities market in general and the market for the Company’s securities in particular, as well as other developments and other investment opportunities. Based upon those considerations, each of the Reporting Persons may decide to acquire additional shares of Common Stock on the open market or in privately negotiated transactions, or to dispose of all or a portion of the Common Stock that he owns.

Except as set forth above, no Reporting Person has formulated any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a), (b) Set forth below is the beneficial ownership of shares of Common Stock of the Company for each person named in Item 2. Shares reported as beneficially owned by each of Anasazi Offshore and Anasazi III are also reported as beneficially owned by Mr. Baker, as the sole member and manager of C.P. Baker, LLC, the manager of each of Anasazi Offshore and Anasazi III. Unless otherwise indicated below, by reason of such relationships each of Anasazi Offshore and Anasazi III is reported as having shared power to vote or to direct the vote and shared power to dispose or direct the disposition of, such shares of Common Stock with Mr. Baker.

Mr. Baker beneficially owns 540,000 shares of Common Stock, or 2.95% of the outstanding shares of Common Stock of the Company, consisting of 400,000 shares of Common Stock, and warrants to purchase 140,000 shares of common stock. Mr. Baker may also be deemed to own 810,000 shares of Common Stock by reason of his being the sole member and manager of C.P. Baker, LLC, the manager of each of Anasazi Offshore and Anasazi III. Mr. Baker disclaims beneficial ownership of such shares held by Anasazi Offshore and Anasazi III except to the extent of his pecuniary interest therein. Anasazi Offshore beneficially owns 405,000 shares of Common Stock, representing approximately 2.22% of the outstanding shares of Common Stock, consisting of 300,000 shares of Common Stock and a warrant to purchase 105,000 shares of Common Stock. Anasazi III beneficially owns 405,000 shares of Common Stock, representing approximately 2.22% of the outstanding shares of Common Stock, consisting of 300,000 shares of Common Stock and a warrant to purchase 105,000 shares of Common Stock. By reason of his being the sole member and manager of C.P. Baker, LLC, the manager of each of Anasazi Offshore and Anasazi III, Mr. Baker may be deemed to beneficially own an aggregate of 1,350,000 shares of Common Stock, or 7.29% of the outstanding shares of Common Stock of the Company.

All percentages set forth in this Schedule 13D are based upon 18,156,741 outstanding shares of Common Stock as reported by the Company in its most recent report of Form 10-Q (assumes the exercise of all warrants held by the Reporting Persons).

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Other than as described in Item 3 and Item 5 herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.


99.A		Joint Filing Agreement

99.B		List of Directors, Officers and Managers

99.C		Subscription Agreement, dated as of December 27, 2004, by and between the Company and Christopher P. Baker.

99.D		Subscription Agreement, dated as of December 27, 2004, by and between the Company and Anasazi Partners III, LLC.

99.E		Subscription Agreement, dated as of December 27, 2004, by and between the Company and Anasazi Partners III Offshore, Ltd.

99.F		Common Stock Purchase Agreement, dated as of December 27, 2004, by and among Linsang Partners, LLC, Linsang International L.P. and Christopher P. Baker.

99.G		Common Stock Purchase Agreement, dated as of December 27, 2004, by and among Linsang Partners, LLC, Linsang International L.P. and Anasazi Partners III, LLC.

99.H		Common Stock Purchase Agreement, dated as of December 27, 2004, by and among Linsang Partners, LLC, Linsang International L.P. and Anasazi Partners III Offshore, Ltd.

99.I		Warrant to Purchase Common Stock, dated as of December 27, 2004, by and between the Company and Christopher P. Baker.

99.J		Warrant to Purchase Common Stock, dated as of December 27, 2004, by and between the Company and Anasazi Partners III, LLC.

99.K		Warrant to Purchase Common Stock, dated as of December 27, 2004, by and between the Company and Anasazi Partners III Offshore, Ltd.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 5, 2005


By:	/s/ Christopher P. Baker
	Christopher P. Baker

ANASAZI PARTNERS III, LLC

By:	C.P. Baker, LLC, the sole Manager of the Fund

	By:	/s/ Christopher P. Baker
		Manager
	Name:	Christopher P. Baker

ANASAZI PARTNERS III OFFSHORE, LTD.

By:	C.P. Baker, LLC, the Manager of the Fund

	By:	/s/ Christopher P. Baker
		Manager
	Name:	Christopher P. Baker

EXHIBIT INDEX


No.		Description
99.A		Joint Filing Agreement

99.B		List of Directors, Officers and Managers

99.C		Subscription Agreement, dated as of December 27, 2004, by and between the Company and Christopher P. Baker.

99.D		Subscription Agreement, dated as of December 27, 2004, by and between the Company and Anasazi Partners III, LLC.

99.E		Subscription Agreement, dated as of December 27, 2004, by and between the Company and Anasazi Partners III Offshore, Ltd.

99.F		Common Stock Purchase Agreement, dated as of December 27, 2004, by and among Linsang Partners, LLC, Linsang International L.P. and Christopher P. Baker.

99.G		Common Stock Purchase Agreement, dated as of December 27, 2004, by and among Linsang Partners, LLC, Linsang International L.P. and Anasazi Partners III, LLC.

99.H		Common Stock Purchase Agreement, dated as of December 27, 2004, by and among Linsang Partners, LLC, Linsang International L.P. and Anasazi Partners III Offshore, Ltd.

99.I		Warrant to Purchase Common Stock, dated as of December 27, 2004, by and between the Company and Christopher P. Baker.

99.J		Warrant to Purchase Common Stock, dated as of December 27, 2004, by and between the Company and Anasazi Partners III, LLC.

99.K		Warrant to Purchase Common Stock, dated as of December 27, 2004, by and between the Company and Anasazi Partners III Offshore, Ltd.

EX-99.A 2 dex99a.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.A

JOINT FILING AGREEMENT

dated October 5, 2005

Re: Joint Filing of Schedule 13D

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of Common Stock, par value $0.001 per share, of LMIC, Inc. is being, and any and all further amendments to the Schedule 13D may be, filed on behalf of each of the undersigned.

In accordance with Rule 13d-1(h) of the Securities Exchange Act of 1934, as amended, the undersigned agree that

(i) each of them is individually eligible to use the Schedule 13D attached hereto;

(ii) the attached Schedule 13D is filed on behalf of each of them; and

(iii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning itself; but none of them is responsible for the other persons making the filing, unless it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.


By:	/s/ Christopher P. Baker
	Christopher P. Baker

ANASAZI PARTNERS III, LLC

By:	C.P. Baker, LLC, the sole Manager of the Fund

	By:	/s/ Christopher P. Baker
		Manager
	Name:	Christopher P. Baker

ANASAZI PARTNERS III OFFSHORE, LTD.

By:	C.P. Baker, LLC, the Manager of the Fund

	By:	/s/ Christopher P. Baker
		Manager
	Name:	Christopher P. Baker

EX-99.B 3 dex99b.htm LIST OF DIRECTORS, OFFICERS AND MANAGERS List of Directors, Officers and Managers

Exhibit 99.B

Anasazi Partners III, LLC

Manager: C.P. Baker, LLC

Anasazi Partners III Offshore, Ltd.

Manager: C.P. Baker, LLC

Directors: Christopher P. Baker, Robin J. Bedford, Derek H.L. Buntain

EX-99.C 4 dex99c.htm SUBSCRIPTION AGREEMENT - CHRISTOPHER P. BAKER Subscription Agreement - Christopher P. Baker

Exhibit 99.C

LMIC, Inc.

Shares of Common Stock and Common Stock Warrants

SUBSCRIPTION AGREEMENT

December 27, 2004

Christopher P. Baker

303 Congress Street, Ste 301

Boston, MA 02210

Mr. Baker:

LMIC, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with you (the “Purchaser”), as set forth below.

1. The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Purchaser an aggregate of: (a) 133,333 shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), and (b) warrants, substantially in the form attached hereto as Exhibit A (the “Warrants”), to acquire up to 140,000 additional shares of Common Stock (the “Warrant Shares”). The Shares and the Warrants are sometimes herein collectively referred to as the “Securities.” This Agreement and the Warrants are sometimes herein collectively referred to as the “Transaction Documents.”

The Securities will be offered and sold to the Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, the “Securities Act”), in reliance on exemptions therefrom.

In connection with the sale of the Securities, the Company has made available (including electronically via the Commission’s EDGAR system) to Purchaser its periodic and current reports, forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2003. These reports, forms, schedules, statements, documents, filings and amendments, including, without limitation, the Company’s registration statement and prospectus dated October 28, 2004 (the “Current Prospectus”) are collectively referred to as the “Disclosure Documents.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Disclosure Documents (or other references of like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the Disclosure Documents.

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2. Representations and Warranties of the Company. The Company represents and warrants to and agrees with Purchaser as follows:

(a) The Disclosure Documents as of their respective dates did not, and will not (after giving effect to any updated disclosures therein) as of the Closing Date as defined in Section 3 below, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Documents and the documents incorporated or deemed to be incorporated by reference therein, at the time they were filed or hereafter are filed with the Commission, complied and will comply, at the time of filing, in all material respects with the requirements of the Securities Act and/or the Exchange Act, as the case may be, as applicable.

(b) Schedule A attached hereto sets forth a complete list of the subsidiaries of the Company (the “Subsidiaries”). Each of the Company and its Subsidiaries has been duly incorporated and each of the Company and the Subsidiaries is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties, prospects or results of operations of the Company and the Subsidiaries, taken as a whole (any such event, a “Material Adverse Effect”); as of the Closing Date, the Company will have the authorized, issued and outstanding capitalization set forth in on Schedule B attached hereto (the “Company Capitalization”); except as set forth in the Disclosure Documents, the Company does not have any subsidiaries or own directly or indirectly any of the capital stock or other equity or long-term debt securities of or have any equity interest in any other person; all of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and are owned free and clear of all liens, encumbrances, equities, and restrictions on transferability (other than those imposed by the Securities Act and the state securities or “Blue Sky” laws) or voting; except as set forth in the Disclosure Documents, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as set forth in the Disclosure Documents or on Schedule C, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, the Transaction Documents.

(c) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents. Each of the Transaction Documents has been duly and validly authorized by the Company and, when executed and delivered by the Company, will constitute a valid and legally binding agreement of the Company, enforceable against the

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Company in accordance with its terms except as the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) general principles of equity and the discretion of the court before which any proceeding therefore may be brought (regardless of whether such enforcement is considered in a proceeding at law or in equity) (collectively, the “Enforceability Exceptions”).

(d) The Shares and the Warrants have been duly authorized and, when issued upon payment thereof in accordance with this Agreement, will have been validly issued, fully paid and nonassessable. The Shares issuable have been duly authorized and validly reserved for issuance, and when issued upon conversion of the Shares in accordance with the terms of the Certificate of Determination, will have been validly issued, fully paid and nonassessable. The Warrant Shares have been duly authorized and validly reserved for issuance, and when issued upon exercise of the Warrants in accordance with the terms thereof, will have been validly issued, fully paid and nonassessable. The Common Stock of the Company conforms to the description thereof contained in the Disclosure Documents. The stockholders of the Company have no preemptive or similar rights with respect to the Common Stock.

(e) No consent, approval, authorization, license, qualification, exemption or order of any court or governmental agency or body or third party is required for the performance of the Transaction Documents by the Company or for the consummation by the Company of any of the transactions contemplated thereby, or the application of the proceeds of the issuance of the Securities as described in this Agreement, except for such consents, approvals, authorizations, licenses, qualifications, exemptions or orders (i) as have been obtained on or prior to the Closing Date, (ii) as are not required to be obtained on or prior to the Closing Date that will be obtained when required, or (iii) the failure to obtain which would not, individually or in the aggregate, have a Material Adverse Effect.

(f) None of the Company or the Subsidiaries is (i) in material violation of its articles of incorporation or bylaws (or similar organizational document), (ii) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to it or any of its properties or assets, which breach or violation would, individually or in the aggregate, have a Material Adverse Effect, or (iii) except as described in the Disclosure Documents, in default (nor has any event occurred which with notice or passage of time, or both, would constitute a default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate or agreement or instrument to which it is a party or to which it is subject, which default would, individually or in the aggregate, have a Material Adverse Effect.

(g) The execution, delivery and performance by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated thereby and the fulfillment of the terms thereof will not (a) violate, conflict with or constitute or result in a breach of or a default under (or an event that, with notice or lapse of time, or both, would constitute a breach of or a default under) any of (i) the terms or provisions of any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate or agreement or instrument to which any of the Company or the Subsidiaries is a party or to which any of their respective properties or assets are subject, (ii) the articles of incorporation or bylaws of any of the

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Company or the Subsidiaries (or similar organizational document) or (iii) any statute, judgment, decree, order, rule or regulation of any court or governmental agency or other body applicable to the Company or the Subsidiaries or any of their respective properties or assets or (b) result in the imposition of any lien upon or with respect to any of the properties or assets now owned or hereafter acquired by the Company or any of the Subsidiaries; which violation, conflict, breach, default or lien would, individually or in the aggregate, have a Material Adverse Effect.

(h) The audited consolidated financial statements included in the Disclosure Documents present fairly the consolidated financial position, results of operations, cash flows and changes in shareholders’ equity of the entities, at the dates and for the periods to which they relate and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis; the interim unaudited consolidated financial statements included in the Disclosure Documents present fairly the consolidated financial position, results of operations and cash flows of the entities, at the dates and for the periods to which they relate subject to year-end audit adjustments and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with the audited consolidated financial statements included therein; the selected financial and statistical data included in the Disclosure Documents present fairly the information shown therein and have been prepared and compiled on a basis consistent with the audited financial statements included therein, except as otherwise stated therein; and each of the auditors previously engaged by the Company or to be engaged in the future by the Company is an independent certified public accountant as required by the Securities Act for an offering registered thereunder.

(i) Except as described in the Disclosure Documents, there is not pending or, to the knowledge of the Company, threatened any action, suit, proceeding, inquiry or investigation, governmental or otherwise, to which any of the Company or the Subsidiaries is a party, or to which their respective properties or assets are subject, before or brought by any court, arbitrator or governmental agency or body, that, if determined adversely to the Company or any such Subsidiary, would, individually or in the aggregate, have a Material Adverse Effect or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the issuance or sale of the Securities to be sold hereunder or the application of the proceeds therefrom or the other transactions described in the Disclosure Documents.

(j) The Company and the Subsidiaries own or possess adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights and know-how that are necessary to conduct their businesses as described in the Disclosure Documents. None of the Company or the Subsidiaries has received any written notice of infringement of (or knows of any such infringement of) asserted rights of others with respect to any patents, trademarks, service marks, trade names, copyrights or know-how that, if such assertion of infringement or conflict were sustained, would, individually or in the aggregate, have a Material Adverse Effect.

(k) Each of the Company and the Subsidiaries possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals presently required or necessary to own or lease, as the case may be, and to operate its respective properties and to carry on its respective businesses as now or proposed to be conducted as set forth in the Disclosure Documents (“Permits”), except where the failure to obtain

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such Permits would not, individually or in the aggregate, have a Material Adverse Effect and none of the Company or the Subsidiaries has received any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Disclosure Documents and except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect

(l) Subsequent to the respective dates as of which information is given in the Disclosure Documents and except as described therein, (i) the Company and the Subsidiaries have not incurred any material liabilities or obligations, direct or contingent,-or entered into any material transactions not in the ordinary course of business or (ii) the Company and the Subsidiaries have not purchased any of their respective outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on any of their respective capital stock or otherwise (other than, with respect to any of such Subsidiaries, the purchase of capital stock by the Company), (iii) there has not been any material increase in the long-term indebtedness of the Company or any of the Subsidiaries, (iv) there has not occurred any event or condition, individually or in the aggregate, that has a Material Adverse Effect, and (v) the Company and the Subsidiaries have not sustained any material loss or interference with respect to their respective businesses or properties from fire, flood, hurricane, earthquake, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding.

(m) There are no material legal or governmental proceedings nor are there any material contracts or other documents required by the Securities Act to be described in a prospectus that are not described in the Disclosure Documents. Except as described in the Disclosure Documents, none of the Company or the Subsidiaries is in default under any of the contracts described in the Disclosure Documents, has received a notice or claim of any such default or has knowledge of any breach of such contracts by the other party or parties thereto, except for such defaults or breaches as would not, individually or in the aggregate, have a Material Adverse Effect.

(n) Each of the Company and the Subsidiaries has good and marketable title to all real property described in the Disclosure Documents as being owned by it and good and marketable title to the leasehold estate in the real property described therein as being leased by it, free and clear of all liens, charges, encumbrances or restrictions, except, in each case, as described in the Disclosure Documents or such as would not, individually or in the aggregate, have a Material Adverse Effect. All material leases, contracts and agreements to which the Company or any of the Subsidiaries is a party or by which any of them is bound are valid and enforceable against the Company or any such Subsidiary, are, to the knowledge of the Company, valid and enforceable against the other party or parties thereto and are in full force and effect.

(o) Each of the Company and the Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns, except where the failure to so file such returns would not, individually or in the aggregate, have a Material Adverse Effect, and has paid all taxes shown as due thereon; and other than tax deficiencies which the Company or any Subsidiary is contesting in good faith and for which adequate reserves have been provided in accordance with generally accepted accounting principles, there is no tax deficiency that has been asserted against the Company or any Subsidiary that would, individually or in the aggregate, have a Material Adverse Effect.

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(p) None of the Company or the Subsidiaries is, or immediately after the Closing Date will be, required to register as an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(q) None of the Company or the Subsidiaries or, to the knowledge of any of such entities’ directors, officers, employees, agents or controlling persons, has taken, directly or indirectly, any action designed, or that might reasonably be expected, to cause or result in the stabilization or manipulation of the price of the Common Stock.

(r) None of the Company, the Subsidiaries or any of their respective Affiliates (as defined in Rule 501 (b) of Regulation D under the Securities Act) directly, or through any agent, engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or engaged in any other conduct that would cause such offering to be constitute a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of the representations and warranties of the Purchaser in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchaser in the manner contemplated by this Agreement to register any of the Securities under the Securities Act.

(s) Except as set forth in the Disclosure Documents, there is no strike, labor dispute, slowdown or work stoppage with the employees of the Company or any of the Subsidiaries which is pending or, to the knowledge of the Company or any of the Subsidiaries, threatened.

(t) Each of the Company and the Subsidiaries carries general liability insurance coverage comparable to other companies of its size and similar business.

(u) Each of the Company and the Subsidiaries maintains internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management’s authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its material assets is permitted only in accordance with management’s authorization and (D) the values and amounts reported for its material assets are compared with its existing assets at reasonable intervals.

(v) The Company does not know of any claims for services, either in the nature of a finder’s fee or financial advisory fee, with respect to the offering of the Shares and the transactions contemplated by the Transaction Documents.

(w) The Common Stock is listed on the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “NASD OTC-BB”). Except as described in the Disclosure Documents, the Company currently is not in violation of, and the consummation of the transactions contemplated by the Transaction Documents will not violate, any rule of the National Association of Securities Dealers.

(x) The Company is eligible to use Form S-l or SB-2 for the resale of the Shares and the Warrant Shares by Purchaser or their transferees. The Company has no reason to believe that it is not capable of satisfying the registration or qualification requirements (or an exemption therefrom)

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necessary to permit the resale of the Shares and the Warrant Shares under the securities or “blue sky” laws of any jurisdiction within the United States that is the residence or domicile of any Purchaser.

3. Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchaser, and Purchaser agrees to purchase from the Company, 133,333 Shares of Common Stock at $1.50 per Share for a total of $200,000. In connection with the purchase and sale of Shares, for no additional consideration, the Purchaser will receive Warrants to purchase up to an aggregate of 140,000 shares of Common Stock, subject to adjustment as set forth in the Warrants.

One or more certificates in definitive form for the Shares that the Purchaser have agreed to purchase, as well as the Warrants, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchaser, of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Shares and the Warrants shall be made at the offices of each of the Purchaser, at not later than 12:00 noon (New York time) on December 27, 2004 (the “Closing”), or at such date as the Purchaser and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.”

4. Certain Covenants of the Company. The Company covenants and agrees with Purchaser as follows:

(a) All proceeds from the sale of the Shares shall be used by the Company for working capital and general corporate purposes.

(b) None of the Company or any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities.

(c) The Company will not become, at any time prior to the expiration of three years after the Closing Date, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under the Investment Company Act.

(d) None of the proceeds of the Securities will be used to reduce or retire any insider note or convertible debt held by an officer or director of the Company.

(e) Subject to Section 10 of this Agreement, the Shares and the Warrant Shares will be listed on the NASD OTC-BB, or such market on which the Company’s shares are subsequently listed or traded, immediately following their issuance.

(f) The Company will use its best efforts to do and perform all things required to be done and performed by it under this Agreement and the other Transaction Documents and to satisfy all conditions precedent on its part to the obligations of the Purchaser to purchase and accept delivery of the Securities.

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5. Conditions of the Purchaser Obligations. The obligation of Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser:

(a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.

(b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’ activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents.

(c) The Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b).

(d) The Common Stock Purchase Agreement between the Purchaser and Linsang Partners, LLC shall have been executed and performed by all parties thereto, and all the conditions to the obligations of the Linsang Partners to sell to the Purchaser those shares referenced in such Common Stock Purchase Agreement shall have been satisfied.

6. Representations and Warranties of the Purchaser.

(a) Purchaser represents and warrants to the Company that the Securities to be acquired by it hereunder (including the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (including the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States of America or any State. Nothing in this Agreement, however, shall prejudice or otherwise limit a Purchaser’s right to sell or otherwise dispose of all or any part of such Shares or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. By executing this Agreement, Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the Securities.

(b) Purchaser understands that the Securities (including the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) have not been registered under the Securities Act and may not be offered, resold, pledged or otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the

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Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.

Purchaser agrees to the imprinting, so long as appropriate, of the following legend on the Securities (including the Shares and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be):

The shares of stock evidenced by this certificate have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, pledged or otherwise transferred (“transferred”) in the absence of such registration or an applicable exemption therefrom. In the absence of such registration, such shares may not be transferred unless, if the Company requests, the Company has received a written opinion from counsel in form and substance satisfactory to the Company stating that such transfer is being made in compliance with all applicable federal and state securities laws.

The legend set forth above may be removed if and when the Shares or the Warrant Shares, as the case may be, are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable requirements of the Securities Act. The Shares, the Warrants and the Warrant Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Purchaser agrees that, in connection with any transfer of the Shares or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Shares, the Shares or the Warrant Shares.

(c) Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. No Purchaser learned of the opportunity to purchase Shares or any other security issuable by the Company through any form of general advertising or public solicitation.

(d) Purchaser represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment.

(e) Purchaser represents and warrants to the Company that (i) the purchase of the Securities to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy,

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insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity; (ii) the purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchaser under or pursuant to any applicable law or governmental regulation.

(f) Purchaser represents and warrants to the Company that neither it nor any of its directors, officers, employees, agents, partners, members, or controlling persons has taken, directly or indirectly, any actions designed, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of the Common Stock.

(g) Purchaser acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents.

(h) Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report.

(i) Purchaser understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company’s actual results may differ materially from those projected by the Company or its management in such forward-looking information.

(j) Purchaser understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance.

7. Covenants of Purchaser Not to Short Stock. Purchaser and its affiliates and assigns agree; (i) not to short the Company Common Stock as long as shares of the Series D Stock are outstanding; and (ii) to limit its sales of the Company’s Common Stock in the open market to approximately 10-15% of the Company’s average dollar trading volume or less.

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8. Termination.

(a) This Agreement may be terminated in the sole discretion of the Company by notice to Purchaser if at the Closing Date:

(i) the representations and warranties made by any Purchaser in Section 6 are not true and correct in all material respects; or

(ii) as to the Company, the sale of the Securities hereunder (i) is prohibited or enjoined by any applicable law or governmental regulation or (ii) subjects the Company to any penalty, or in its reasonable judgment, other onerous condition under or pursuant to any applicable law or government regulation that would materially reduce the benefits to the Company of the sale of the Securities to such Purchaser, so long as such regulation, law or onerous condition was not in effect in such form at the date of this Agreement.

(b) This Agreement may be terminated in the sole discretion of either Purchaser by notice to the Company given in the event that the Company shall have failed, refused or been unable to satisfy all conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date, or if after the execution and delivery of this Agreement and immediately prior to the Closing Date, trading in securities of the Company or in securities generally on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National or Small Cap Market or the OTC Bulletin Board shall have been suspended or minimum or maximum prices shall have been established on any such exchange.

9. Registration. Within 45 days from the Closing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of the maximum number of Shares issuable upon conversion of the Shares and the Warrant Shares as well as the shares purchased from the Molina-Vector Investment Trust (collectively, the “Registrable Securities”) as set forth in the Registration Rights Agreement attached hereto as Exhibit C.

10. Event of Default. If an Event of Default (as defined below) occurs and remains uncured for a period of five (5) days, from and including the day following the date on which an Event of Default occurs, until the date on which the Company has cured all such situations as have arisen, the Company shall pay liquidated damages to Holder equal to two percent (2.00%) of the $200,000 purchase price for the Securities for each complete month or partial month during which such situation exists. Any amounts to be paid as liquidated damages shall be paid in cash monthly in arrears on or before the 10^thday following the end of the month or partial month to which they relate.

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An “Event of Default” shall mean any of the following:

(a) the commencement by or against the Company of a voluntary or involuntary case or proceeding under the bankruptcy laws, and the Company’s failure to discharge or stay such bankruptcy proceeding within 60 days of such action being taken against the Company,

(b) the Company’s failure to file the Registration Statement with the SEC within 45 days after the Closing Date,

(c) the Company’s failure to cause the Registration Statement to be declared effective by the SEC within 120 days after the Closing Date, other than due to a delay caused by the review process of the SEC and not by the Company, or

(d) the de-listing of the Company’s Common Stock from the NASD OTC-BB except for any periods when the stock is listed on the NASDAQ Small Stock Market, the NASDAQ National Stock Market, the AMEX or the NYSE.

11. Notices. All communications hereunder shall be in writing and shall be hand delivered, mailed by first-class mail, couriered by next-day air courier or by facsimile and confirmed in writing (i) if to the Company, at the addresses set forth below, or (ii) if to a Purchaser, to the address set forth for such party in this Agreement.

If to the Company:

LMIC, Inc.

6435 Virginia Manor Road

Beltsville, Maryland 20705

Attn: Kwok Li, Chairman & CEO

Telephone: (240) 264-8341

with a copy to:

Gertsten Savage Kaplowitz Wolf & Marcus, LLP

600 Lexington Avenue,

New York, New York 10022

Attn: Stephen A. Weiss, Esq.

Telephone: (212) 752-9700

Facsimile: (212) 980-5192

All such notices and communications shall be deemed to have been duly given: (i) when delivered by hand, if personally delivered; (ii) five business days after being deposited in the mail, postage prepaid, if mailed certified mail, return receipt requested; (iii) one business day after being timely delivered to a next-day air courier guaranteeing overnight delivery; (iv) the date of transmission if sent via facsimile to the facsimile number as set forth in this Section or the signature page hereof prior to 6:00 p.m. on a business day, or (v) the business day following the date of transmission if sent via facsimile at a facsimile number set forth in this Section or on the signature page hereof after 6:00 p.m. or on a date

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that is not a business day. Change of a party’s address or facsimile number may be designated hereunder by giving notice to all of the other parties hereto in accordance with this Section.

12. Survival Clause. The respective representations, warranties, agreements and covenants of the Company and the Purchaser set forth in this Agreement shall survive until the first anniversary of the Closing.

13. Successors. This Agreement shall inure to the benefit of and be binding upon Purchaser and the Company and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person. Neither the Company nor the Purchaser may assign this Agreement or any rights or obligation hereunder without the prior written consent of the other party.

14. No Waiver; Modifications in Writing. No failure or delay on the part of the Company or any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company or any Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company and the Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any Purchaser from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

15. Entire Agreement. This Agreement, together with Transaction Documents, constitutes the entire agreement among the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, among the parties hereto with respect to the subject matter hereof and thereof.

16. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby.

17. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PROVISIONS RELATING TO CONFLICTS OF LAW TO THE EXTENT THE

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APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT ONLY IN STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK, NEW YORK AND HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[the balance of this page intentionally left blank]

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If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this Agreement shall constitute a binding agreement among the Company and the Purchaser.


Very truly yours,

LMIC, INC.

By:		/s/ KWOK LI
Name:		Kwok Li
Title:		Chief Executive Officer

By:		/s/ PAYESH JHAVERI
Name:		Payesh Jhaveri
Title:		Chief Financial Officer

ACCEPTED AND AGREED:



By:		/s/ CHRISTOPHER P. BAKER
Name:		Christopher P. Baker

Number of Shares Purchased at Closing: 133,333

Purchase Price: $200,000

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Schedule A

Direct and Indirect Subsidiaries of LMIC, Inc.

LMIC Manufacturing, Inc.

Schedule A

Exhibit A

Warrant

(attached hereto)

Exhibit A

Exhibit B

Capitalization of LMIC, Inc.

As at December 16, 2004


Authorized common stock:		100,000,000 shares

Outstanding common stock at December 2004:		18,500,981 shares

Shares issuable upon exercise and/or Conversion of outstanding convertible Notes, or upon exercise of outstanding Warrants and options:		12,274,015 shares

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EX-99.D 5 dex99d.htm SUBSCRIPTION AGREEMENT - ANASAZI PARTNERS III, LLC Subscription Agreement - Anasazi Partners III, LLC

Exhibit 99.D

LMIC, Inc.

Shares of Common Stock and Common Stock Warrants

SUBSCRIPTION AGREEMENT

December 27, 2004

Anasazi Partners III, LLC

303 Congress Street, Ste 301

Boston, MA 02210

Gentlemen:

LMIC, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with you (the “Purchaser”), as set forth below.

1. The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Purchaser an aggregate of: (a) 100,000 shares (the “Shares”) of the Company’s Common Stock, $0,001 par value per share (the “Common Stock”), and (b) warrants, substantially in the form attached hereto as Exhibit A (the “Warrants”), to acquire up to 105,000 additional shares of Common Stock (the “Warrant Shares”). The Shares and the Warrants are sometimes herein collectively referred to as the “Securities.” This Agreement and the Warrants are sometimes herein collectively referred to as the “Transaction Documents.”

In connection with the sale of the Securities, the Company has made available (including electronically via the Commission’s EDGAR system) to Purchaser its periodic and current reports, forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2003. These reports, forms, schedules, statements, documents, filings and amendments, including, without limitation, the Company’s registration statement and prospectus dated October 28, 2004 (the “Current Prospectus”) are collectively referred to as the “Disclosure Documents”. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Disclosure Documents (or other references of like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the Disclosure Documents.

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2. Representations and Warranties of the Company. The Company represents and warrants to and agrees with Purchaser as follows:

(b) Schedule A attached hereto sets forth a complete list of the subsidiaries of the Company the “Subsidiaries”). Each of the Company and its Subsidiaries has been duly incorporated and each of the Company and the Subsidiaries is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties, prospects or results of operations of the Company and the Subsidiaries, taken as a whole (any such event, a “Material Adverse Effect”); as of the Closing Date, the Company will have the authorized, issued and outstanding capitalization set forth in on Schedule B attached hereto (the “Company Capitalization”); except as set forth in the Disclosure Documents, the Company does not have any subsidiaries or own directly or indirectly any of the capital stock or other equity or long-term debt securities of or have any equity interest in any other person; all of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and are owned free and clear of all liens, encumbrances, equities, and restrictions on transferability (other than those imposed by the Securities Act and the state securities or “Blue Sky” laws) or voting; except as set forth in the Disclosure Documents, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as set forth in the Disclosure Documents or on Schedule C, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, the Transaction Documents.

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(f) None of the Company or the Subsidiaries is (i) in material violation of its articles of incorporation or bylaws (or similar organizational document), (ii) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to it or any of its properties or assets, which breach or violation would, individually or in the aggregate, have a Material Adverse Effect, or (iii) except as described in the Disclosure Documents, in default (nor has any event occurred which with notice or passage of time, or both, would constitute a default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of rust, loan agreement, note, lease, license, franchise agreement, permit, certificate or agreement or instrument to which it is a party or to which it is subject, which default would, individually or in the aggregate, have a Material Adverse Effect.

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(i) Except as described in the Disclosure Documents, there is not pending or, to the Knowledge of the Company, threatened any action, suit, proceeding, inquiry or investigation, governmental or otherwise, to which any of the Company or the Subsidiaries is a party, or to which their respective properties or assets are subject, before or brought by any court, arbitrator or governmental agency or body, that, if determined adversely to the Company or any such Subsidiary, would, individually or in the aggregate, have a Material Adverse Effect or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the issuance or sale of the Securities to be sold hereunder or the application of the proceeds therefrom or the other transactions described in the Disclosure Documents.

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(l) Subsequent to the respective dates as of which information is given in the Disclosure Documents and except as described therein, (i) the Company and the Subsidiaries have not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business or (ii) the Company and the Subsidiaries have not purchased any of their respective outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on any of their respective capital stock or otherwise (other than, with respect to any of such Subsidiaries, the purchase of capital stock by the Company), (iii) there has not been any material increase in the long-term indebtedness of the Company or any of the Subsidiaries, (iv) there has not occurred any event or condition, individually or in the aggregate, that has a Material Adverse Effect, and (v) the Company and the Subsidiaries have not sustained any material loss or interference with respect to their respective businesses or properties from fire, flood, hurricane, earthquake, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding.

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(t) Each of the Company and the Subsidiaries carries general liability insurance coverage comparable to other companies of its size and similar business.

(w) The Common Stock is listed on the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “NASD OTC-BB”). Except as described in the Disclosure Documents, the Company currently is not in violation of, and the consummation of the transactions contemplated by the Transaction Documents will not violate, any rule of the National Association of Securities Dealers.

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3. Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchaser, and Purchaser agrees to purchase from the Company, 100,000 Shares of Common Stock at $1.50 per Share for a total of $150,000. In connection with the purchase and sale of Shares, for no additional consideration, the Purchaser will receive Warrants to purchase up to an aggregate of 105,000 shares of Common Stock, subject to adjustment as set forth in the Warrants.

4. Certain Covenants of the Company. The Company covenants and agrees with Purchaser as follows:

(a) All proceeds from the sale of the Shares shall be used by the Company for working capital and general corporate purposes.

(d) None of the proceeds of the Securities will be used to reduce or retire any insider note or convertible debt held by an officer or director of the Company.

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5. Conditions of the Purchaser Obligations. The obligation of Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser:

6. Representations and Warranties of the Purchaser.

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(h) Purchaser represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party (“Third Party Reports”). Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report.

7. Covenants of Purchaser Not to Short Stock. Purchaser and its affiliates and assigns agree: (i) not to short the Company Common Stock as long as shares of the Series D Stock are outstanding; and (ii) to limit its sales of the Company’s Common Stock in the open market to approximately 10-15% of the Company’s average dollar trading volume or less.

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8. Termination.

(a) This Agreement may be terminated in the sole discretion of the Company by notice to Purchaser if at the Closing Date:

(i) the representations and warranties made by any Purchaser in Section 6 are not true and correct in all material respects; or

9. Registration. Within 45 days from the Closing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of the maximum number of Shares issuable upon conversion of the Shares and the Warrant Shares as well as the shares purchased from the Molina-Vector Investment Trust (collectively, the “Registrable Securities”) as set forth in the Registration Rights Agreement attached hereto as Exhibit C.

10. Event of Default. If an Event of Default (as defined below) occurs and remains uncured for a period of five (5) days, from and including the day following the date on which an Event of Default occurs, until the date on which the Company has cured all such situations as have arisen, the Company shall pay liquidated damages to Holder equal to two percent (2.00%) of the $150,000 purchase price for the Securities for each complete month or partial month during which such situation exists. Any amounts to be paid as liquidated damages shall be paid in cash monthly in arrears on or before the 10^th day following the end of the month or partial month to which they relate.

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An “Event of Default” shall mean any of the following:

(b) the Company’s failure to file the Registration Statement with the SEC within 45 days after the Closing Date,

If to the Company:

LMIC, Inc.

6435 Virginia Manor Road

Beltsville, Maryland 20705

Attn: Kwok Li, Chairman & CEO

Telephone: (240) 264-8300

with a copy to:

Gertsten Savage Kaplowitz Wolf & Marcus, LLP

600 Lexington Avenue,

New York, New York 10022

Attn: Stephen A. Weiss, Esq.

Telephone: (212) 752-9700

Facsimile: (212) 980-5192

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that is not a business day. Change of a party’s address or facsimile number may be designated hereunder by giving notice to all of the other parties hereto in accordance with this Section.

14. No Waiver; Modifications in Writing. No failure or delay on the part of the Company or any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not-exclusive of any remedies that may be available to the Company or any Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company or any Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termination of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company and the Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any Purchaser from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

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18. Counterparts. This Agreement maybe executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[the balance of this page intentionally left blank]

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Very truly yours,

LMIC, INC.

By:		/s/ KWOK LI
Name:		Kwok Li
Title:		Chief Executive Officer

By:		/s/ PAYESH JHAVERI
Name:		Payesh Jhaveri
Title:		Chief Financial Officer

ACCEPTED AND AGREED:


Anasazi Partners III, LLC

By:		/s/ CHRISTOPHER P. BAKER
Name:		Christopher P. Baker
Title:		Manager CP Baker LLC, Its Manager

Number of Shares Purchased at Closing: 100,000

Purchase Price: $150,000

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Schedule A

Direct and Indirect Subsidiaries of LMIC, Inc.

LMIC Manufacturing, Inc.

Schedule A

Exhibit A

Warrant

(attached hereto)

Exhibit A

Exhibit B

Capitalization of LMIC, Inc.

As at December 16, 2004


Authorized common stock:		100,000,000 shares

Outstanding common stock at December 2004:		18,500,981 shares

Shares issuable upon exercise and/or Conversion of outstanding convertible Notes, or upon exercise of outstanding Warrants and options:		12,274,015 shares

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EX-99.E 6 dex99e.htm SUBSCRIPTION AGREEMENT - ANASAZI PARTNERS III OFFSHORE, LTD Subscription Agreement - Anasazi Partners III Offshore, Ltd

Exhibit 99.E

LMIC, Inc.

Shares of Common Stock and Common Stock Warrants

SUBSCRIPTION AGREEMENT

December 27, 2004

Anasazi Partners III Offshore, Ltd.

Romasco Way, Wickhamas Cay 1

Road Town, Tortolo, BVI

303 Congress Street, Ste 301

Boston, MA 02210

Gentlemen:

LMIC, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with you (the “Purchaser”), as set forth below.

1. The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Purchaser an aggregate of: (a) 100,000 shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), and (b) warrants, substantially in the form attached hereto as Exhibit A (the “Warrants”), to acquire up to 105,000 additional shares of Common Stock (the “Warrant Shares”). The Shares and the Warrants are sometimes herein collectively referred to as the “Securities.” This Agreement and the Warrants are sometimes herein collectively referred to as the “Transaction Documents.”

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2. Representations and Warranties of the Company. The Company represents and warrants to and agrees with Purchaser as follows:

(b) Schedule A attached hereto sets forth a complete list of the subsidiaries of the Company (the “Subsidiaries”). Each of the Company and its Subsidiaries has been duly incorporated and each of the Company and the Subsidiaries is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Disclosure. Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties, prospects or results of operations of the Company and the Subsidiaries, taken as a whole (any such event, a “Material Adverse Effect”); as of the Closing Date, the Company will have the authorized, issued and outstanding capitalization set forth in on Schedule B attached hereto (the “Company Capitalization”); except as set forth in the Disclosure Documents, the Company does not have any subsidiaries or own directly or indirectly any of the capital stock or other equity or long-term debt securities of or have any equity interest in any other person; all of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and are owned free and clear of all liens, encumbrances, equities, and restrictions on transferability (other than those imposed by the Securities Act and the state securities or “Blue Sky” laws) or voting; except as set forth in the Disclosure Documents, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as set forth in the Disclosure Documents or on Schedule C, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating to the ownership or disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company’s or any Subsidiary’s affairs, and, if any, such agreements, understandings and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, the Transaction Documents.

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(l) Subsequent to the respective dates as of which information is given in the Disclosure Documents and except as described therein, (i) the Company and the Subsidiaries have not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business or (ii) the Company and the Subsidiaries have not purchased any of their respective outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on any of their respective capital stock or otherwise (other than, with respect to any of such Subsidiaries, the purchase of capital stock by the Company), (iii) there has not been any material increase in the long-term indebtedness of the Company or any of the Subsidiaries, (iv) there has not occurred any event or condition, individually or in the aggregate, that has a Material Adverse Effect, and (v) the Company and the Subsidiaries have not sustained any material loss or interference with respect to their respective businesses or properties from fire, flood, hurricane, earthquake, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding.

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(r) None of the Company, the Subsidiaries or any of their respective Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) directly, or through any agent, engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or engaged in any other conduct that would cause such offering to be constitute a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of the representations and warranties of the Purchaser in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchaser in the manner contemplated by this Agreement to register any of the Securities under the Securities Act.

(t) Each of the Company and the Subsidiaries carries general liability insurance coverage comparable to other companies of its size and similar business.

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3. Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchaser, and Purchaser agrees to purchase from the Company, 100,000 Shares of Common Stock at $1.50 per Share for a total of $150,000. In connection with the purchase and sale of Shares, for no additional consideration, the Purchaser will receive Warrants to purchase up to an aggregate of 105,000 shares of Common Stock, subject to adjustment as set forth in the Warrants.

4. Certain Covenants of the Company. The Company covenants and agrees with Purchaser as follows:

(a) All proceeds from the sale of the Shares shall be used by the Company for working capital and general corporate purposes.

(d) None of the proceeds of the Securities will be used to reduce or retire any insider note or convertible debt held by an officer or director of the Company.

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5. Conditions of the Purchaser Obligations. The obligation of Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser:

6. Representations and Warranties of the Purchaser.

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(c) Purchaser is an “accredited investor” within the meaning of Rule 501 (a) of Regulation I) under the Securities Act. No Purchaser learned of the opportunity to purchase Shares or any other security issuable by the Company through any form of general advertising or public solicitation.

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8. Termination.

(a) This Agreement may be terminated in the sole discretion of the Company by notice to Purchaser if at the Closing Date:

(i) the representations and warranties made by any Purchaser in Section 6 are not true and correct in all material respects; or

9. Registration. Within 45 days from the Closing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of the maximum number of Shares issuable upon conversion of the Shares and the Warrant Shares as well as the shares purchased from the Molina-Vector Investment Trust (collectively, the “Registrable Securities”) as set forth in the Registration Rights Agreement attached hereto as Exhibit C.

10. Event of Default. If an Event of Default (as defined below) occurs and remains uncured for a period of five (5) days, from and including the day following the date on which an Event of Default occurs, until the date on which the Company has cured all such situations as have arisen, the Company shall pay liquidated damages to Holder equal to two percent (2.00%) of the $150,000 purchase price for the Securities for each complete month or partial month during which such situation exists. Any amounts to be paid as liquidated damages shall be paid in cash monthly in arrears on or before the 10^thday following the end of the month or partial month to which they relate.

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An “Event of Default” shall mean any of the following:

(b) the Company’s failure to file the Registration Statement with the SEC within 45 days after the Closing Date,

If to the Company:

LMIC, Inc.

6435 Virginia Manor Road

Beltsville, Maryland 20705

Attn: Kwok Li, Chairman & CEO

Telephone: (240) 264-8300

with a copy to:

Gertsten Savage Kaplowitz Wolf & Marcus, LLP

600 Lexington Avenue,

New York, New York 10022

Attn: Stephen A. Weiss, Esq.

Telephone: (212) 752-9700

Facsimile: (212) 980-5192

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that is not a business day. Change of a party’s address or facsimile number may be designated hereunder by giving notice to all of the other parties hereto in accordance with this Section.

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18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[the balance of this page intentionally left blank]

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Very truly yours,

LMIC, INC.

By:		/s/ KWOK LI
Name:		Kwok Li
Title:		Chief Executive Officer

By:		/s/ PAYESH JHAVERI
Name:		Payesh Jhaveri
Title:		Chief Financial Officer

ACCEPTED AND AGREED:


Anasazi Partners III Offshore, Ltd.

By:		/s/ CHRISTOPHER P. BAKER
Name:		Christopher P. Baker
Title:		Manager CP Baker LLC Its Manager

Number of Shares Purchased at Closing; 100,000

Purchase Price: $150,000

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Schedule A

Direct and Indirect Subsidiaries of LMIC, Inc.

LMIC Manufacturing, Inc.

Schedule A

Exhibit A

Warrant

(attached hereto)

Exhibit A

Exhibit B

Capitalization of LMIC, Inc.

As at December 16, 2004


Authorized common stock:		100,000,000 shares

Outstanding common stock at December 2004:		18,500,981 shares

Shares issuable upon exercise and/or Conversion of outstanding convertible Notes, or upon exercise of outstanding Warrants and options:		12,274,015 shares

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EX-99.F 7 dex99f.htm COMMON STOCK PURCHASE AGREEMENT - CHRISTOPHER P. BAKER Common Stock Purchase Agreement - Christopher P. Baker

Exhibit 99.F

COMMON STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2004, by and among LINSANG PARTNERS, LLC (“Linsang”), LINSANG INTERNATIONAL L.P. (“Linsang International”); and Christopher P. Baker. Linsang, Linsang International are hereinafter sometimes collectively referred to as the “Linsang Group.” Chistopher P. Baker is hereinafter sometimes referred to as the “Purchaser.”

WHEREAS:

A. The Linsang Group are major stockholders of LMIC, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware. Shares of the Common Stock of the Company, $0.001 par value per share (the “Common Stock”) are quoted on the OTC Bulletin Board under the symbol LMII.OB.

B. The Linsang Group and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(1) of the Securities Act of 1933, as amended (the “Securities Act”).

C. The Company and the Purchaser are concurrently entering into a Subscription Agreement of even date herewith (the “Subscription Agreement”) pursuant to which the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company, an aggregate of 133,333 shares of the Common Stock of the Company (the “Shares”) and warrants to purchase shares of the Company’s Common Stock (the “Common Stock”).

D. The parties hereto agree that concurrently with the closing under the Subscription Agreement, the Linsang Group will sell to the Purchaser, and the Purchaser will purchase from the Linsang Group, shares of the Common Stock on the terms and conditions set forth below.

E. Contemporaneous with the execution and delivery of this Agreement and the Subscription Agreement, the Company, the Purchaser are executing and delivering a Registration Rights Agreement in the form attached to the Subscription Agreement as Exhibit C, pursuant to which the Company has agreed to provide certain registration rights under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW, THEREFORE, the Linsang Group and the Purchaser hereby agree as follows:

1.	CERTAIN DEFINITIONS.

For purposes of this Agreement, the terms Agreement, Common Stock, Company, Purchaser, Securities Act, Subscription Agreement, Shares, Warrants and Linsang Group shall have the meanings set forth above, the term Christopher P. Baker Common Shares, shall have the meaning set forth in Section 2(a) below, and the terms Closing and Closing Date shall have the meanings set forth in Section 2(b)(iii) below.

2.	PURCHASE AND SALE OF Christopher P. Baker COMMON SHARES.

(a) Generally. Except as otherwise provided in this Section 2 and subject to the satisfaction (or waiver) of the conditions set forth in Section 6 and Section 7 below, on the Closing Date, Christopher P. Baker shall purchase from the Linsang Group an aggregate of 266,667 shares of Common Stock (the “Christopher P. Baker Common Shares”) for cash in the amount of $0.01 per share, and the Linsang Group shall sell the Christopher P. Baker Common Shares to Christopher P. Baker in such respective amounts as among the Linsang Group as shall be set forth on the signature page of this Agreement.

(b) Purchase of Christopher P. Baker Common Shares; Form of Payment; Closing Date.

(i) On the Closing Date (as defined below), the Linsang Group shall sell the Christopher P. Baker Shares to Christopher P. Baker, and Christopher P. Baker shall purchase such Christopher P. Baker Common Shares from the Linsang Group and pay to the Linsang Group $2,667 as the purchase price of such Christopher P. Baker Common Shares. The Linsang Group shall deliver to the Purchaser stock certificates registered in the name of the Purchaser evidencing their respective record ownership of the Christopher P. Baker Common Shares by a date that shall be not later than five (5) days following the Closing Date. Notwithstanding the foregoing deliveries or any other provision of this Agreement to the contrary, the Purchaser shall, for all purposes, be deemed to be the record and beneficial owners of the aforesaid Christopher P. Baker Common Shares as at the Closing Date described below.

(ii) The Purchaser shall pay the purchase price for the Christopher P. Baker Common Shares to be purchased by it to the Linsang Group against delivery by the Linsang Group of certificates representing such shares duly endorsed for transfer to the Purchaser, and the Linsang Group shall deliver such certificates to the Purchaser against delivery by the Purchaser of the purchase price.

(iii) Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the sale of the Christopher P. Baker Common Shares pursuant to this Agreement (the “Closing”) shall be concurrent with the Closing under the Subscription Agreement or such other date or time as the Purchaser and the Linsang Group may mutually agree (“Closing Date”). The Closing shall occur at the New York offices of Christopher P. Baker, or at such other place as the Purchaser and the Linsang Group may otherwise mutually agree.

3.	THE PURCHASER REPRESENTATIONS AND WARRANTIES.

The Purchaser severally and not jointly represents and warrants to the Linsang Group as follows:

(a) Organization, Good Standing and Qualification. The Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization and has all the requisite power and authority to carry on its business as now conducted and as proposed to be conducted.

(b) Purchase for Own Account. The Purchaser is purchasing the Christopher P. Baker Common Shares for the Purchaser’s own account and not with a present view towards the distribution thereof. The Purchaser understands that the Purchaser must bear the economic risk of this investment indefinitely, unless the Christopher P. Baker Common Shares are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering any of the Christopher P. Baker Common Shares other than as contemplated by the Registration Rights Agreement. Notwithstanding anything in this Section 3(b) to the contrary, by making the foregoing representation, the Purchaser does not agree to hold the Christopher P. Baker Common Shares for any minimum or other specific term and reserves the right to dispose of the Christopher P. Baker Common Shares at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act and any applicable state securities laws.

(c) Information. The Purchaser has been furnished all materials relating to the business, finances and operations of the Company and its subsidiaries and materials relating to the offer and sale of the Christopher P. Baker Common Shares, which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the Company and has received what the Purchaser believes to be satisfactory answers to any such inquiries. The Purchaser understands that its investment in the Christopher P. Baker Common Shares involves a high degree of risk. Neither such inquiries nor any other due diligence investigation conducted by the Purchaser or its counsel or any of its representatives shall modify, amend or affect the Purchaser’s right to rely on the Linsang Group’s representations and warranties contained in Section 4 below.

(d) Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Christopher P. Baker Common Shares.

(e) Accredited Investor Status. The Purchaser is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D.

(f) Authorization; Enforcement. The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and to purchase the Christopher P. Baker Common Shares in accordance with the terms hereof. This Agreement has been duly and validly authorized, executed and delivered on behalf of the

Purchaser and is a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(g) Restrictions on Transfer. The Purchaser understand and acknowledge that the Christopher P. Baker Common Shares have not been registered under the Securities Act. Unless and until otherwise permitted, the Christopher P. Baker Common Shares and each certificate and other document evidencing any of the Christopher P. Baker Common Shares shall be endorsed with the legend substantially in the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER.”

4.	REPRESENTATIONS AND WARRANTIES OF THE LINSANG GROUP.

Each member of the Linsang Group hereby severally represents and warrants to the Purchaser as follows:

(a) Organization and Power. Each member of the Linsang Group is duly organized and validly existing under the laws of their respective state of organization. Each Linsang Group member has full legal capacity to enter into this Agreement and the other documents contemplated hereby to which such Linsang Group member is a party, and to perform its obligations hereunder and thereunder.

(b) Authorization. The execution, delivery and performance by each member of the Linsang Group of this Agreement and the other documents contemplated hereby to which such Linsang Group member is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action, and no other act or proceeding on the part of the Linsang Group member is necessary to authorize the execution, delivery or performance of this Agreement or the other documents contemplated hereby to which such Linsang Group member is a party and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Linsang Group member and this Agreement constitutes, and the other documents contemplated hereby to which the Linsang Group member is a party upon execution and delivery by the Purchaser will each constitute, a valid and binding obligation of such Linsang Group member, enforceable in accordance with its terms.

(c) Absence of Conflicts. Neither the execution and the delivery of this Agreement and the other documents contemplated hereby to which the Linsang Group member is a party, nor the consummation of the transactions contemplated hereby and thereby, will (a) conflict with, result in a breach of any of the provisions of, (b) constitute a default under, (c) result in the violation of, (d) give any third party the right to terminate or to accelerate any obligation under, (e) result in the creation of any lien upon the Christopher P. Baker Common Shares under, or (f) require any authorization, consent, approval, execution or other action by or notice to any court or other governmental body or any person under, any indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Linsang Group member is bound or affected, or any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which the Linsang Group member is subject.

(d) Litigation. There are no actions, suits, proceedings, orders or investigations pending or, to the best of the Linsang Group’s knowledge, threatened against or affecting the Linsang Group member, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would adversely affect the Linsang Group member’s performance under this Agreement, the other documents contemplated hereby to which the Linsang Group member is a party or the consummation of the transactions contemplated hereby or thereby.

(e) Christopher P. Baker Common Shares. Upon delivery at Closing of certificates representing the Christopher P. Baker Common Shares, good and valid title to the Christopher P. Baker Common Shares will pass to the Purchaser free and clear of any liens or restrictions of any kind.

(f) Disclosure. Neither this Article 4 nor any document delivered by such Linsang Group member to the Purchaser on the Closing Date contains or, on the Closing Date, will contain, when taken as a whole, any untrue statement of a material fact or omits a material fact necessary to make the statements contained herein not misleading.

5.	COVENANTS.

(a) Satisfaction of Conditions. The parties shall use their best efforts to satisfy in a timely manner each of the conditions set forth in Section 6 and Section 7 of this Agreement.

(b) Blue Sky Laws. The Linsang Group shall, on or before the Closing Date, take such action as the Linsang Group members shall reasonably determine is necessary to qualify the Christopher P. Baker Common Shares for sale to the Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the applicable states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to the Purchaser on or prior to the Closing Date.

6.	CONDITIONS TO THE LINSANG GROUP’S OBLIGATION TO SELL.

The obligation of the Linsang Group hereunder to issue and sell Christopher P. Baker Common Shares to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto; provided, however, that these conditions are for the Linsang Group’s sole benefit and may be waived by any Linsang Group member at any time in its sole discretion.

(a) The applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Linsang Group.

(b) The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date.

(c) No statute, rule, regulation, executive order, decree, ruling, injunction; action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement.

(d) All of the conditions to the obligations of the Company to sell the Shares and Warrants to the Purchaser under the Subscription Agreements shall have been satisfied, and the Company shall have received the proceeds from the sale of the Shares and Warrants under such Subscription Agreements.

7.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE CHRISTOPHER P. BAKER COMMON SHARES.

The obligation of the Purchaser hereunder to purchase the Christopher P. Baker Common Shares to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in such Purchaser’s sole discretion:

(a) The Linsang Group shall have executed the signature pages to this Agreement and delivered the same to the Purchaser.

(b) The representations and warranties of the Linsang Group shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Linsang Group shall have performed, satisfied and complied in all material respects with the

covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Linsang Group at or prior to the Closing Date.

(c) No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement.

(d) All of the conditions to the obligations of the Purchaser to purchase the Shares and Warrants from the Company under the Subscription Agreement shall have been satisfied.

8.	MISCELLANEOUS.

(a) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in the State of Delaware. Each of the parties irrevocably agrees that any and all suits or proceedings based on or arising under this Agreement may be brought only in the shall be resolved in the federal or state courts located in the City of New York, New York and consents to the jurisdiction of such courts for such purpose. Each of the parties irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in any such court. Each of the parties further agrees that service of process upon such party mailed by first class mail to the address set forth in Section 8(f) shall be deemed in every respect effective service of process upon such party in any such suit or proceeding. Nothing herein shall affect the right of a Purchaser to serve process in any other manner permitted by law. Each of the parties agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.

(b) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. In the event any signature is delivered by facsimile transmission, the party using such means of delivery shall cause the manually executed Execution Page(s) hereof to be physically delivered to the other party within five (5) days of the execution hereof.

(c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the

validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

(e) Entire Agreement; Amendments; Waiver. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Linsang Group nor the Purchaser make any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the Linsang Group and by the Purchaser. Any waiver by the Purchaser, on the one hand, or the Linsang Group, on the other hand, of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision of or any breach of any other provision of this Agreement. The failure of the Purchaser, on the one hand, or the Linsang Group, on the other hand to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(f) Notices. Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier or by confirmed telecopy, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by courier or confirmed telecopy, in each case addressed to a party. The addresses for such communications shall be:

If to the Linsang Group

Linsang Partners, LLC

P.O. Box 0039

Beltsville, D 20704

Kwok Li, Chairman

If to Christopher P. Baker:

c/o Christopher P. Baker

303 Congress St. Ste 301, Boston MA 02210

Attention: Christopher P. Baker

Each party hereto may from time to time change its address or facsimile number for notices under this Section 8 by giving at least ten (10) days’ prior written notice of such changed address or facsimile number, in the case of the Purchaser to the Linsang Group, and in the case of the Linsang Group to all of the Purchaser.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Linsang Group shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser.

(h) Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of nor may any provision hereof be enforced by any other person.

(i) Survival. The representations and warranties of the Linsang Group and the agreements and covenants of the Linsang Group shall survive the Closing notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser. Moreover, none of the representations and warranties made by the Linsang Group herein shall act as a waiver of any rights or remedies a Purchaser may have under applicable federal or state securities laws. The Linsang Group agrees to indemnify and hold harmless the Purchaser and each of their managers, officers, directors, employees, partners, members, agents and affiliates for loss or damage relating to the Christopher P. Baker Common Shares purchased hereunder arising as a result of or related to any breach by the Linsang Group or any of its representations or covenants set forth herein, including advancement of expenses as they are incurred.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Termination. In the event that the Closing Date shall not have occurred on or before December 27, 2004, unless the parties agree otherwise, this Agreement shall terminate at the close of business on such date. Notwithstanding any termination of this Agreement, any party not in breach of this Agreement shall preserve all rights and remedies it may have against another party hereto for a breach of this Agreement prior to or relating to the termination hereof.

(l) Joint Participation in Drafting. Each party to this Agreement has participated in the negotiation and drafting of this Agreement. As such, the language used herein shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party to this Agreement.

(m) Equitable Relief. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other parties by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, each party acknowledges that the remedy at law for a breach of its obligations hereunder will be inadequate and agrees, in the event of a breach or threatened breach by such party of the provisions of this Agreement, that the other parties shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

prior to the Closing Date to be binding upon a Purchaser shall be made by such Purchaser and except as otherwise expressly provided herein, all consents, approvals and other determinations (other than amendments to the terms and provisions of this Agreement) to be made by the Purchaser pursuant to this Agreement and all waivers and amendments to or of any provisions in this Agreement after the Closing Date shall be made by the Purchaser.

(o) Attorneys’ Fees and Disbursements. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party or parties shall be entitled to receive from the other party or parties reasonable attorneys’ fees and disbursements in addition to any other relief to which the prevailing party or parties may be entitled.

[balance of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


The Linsang Group:		Christopher Baker Common Shares to be Sold

LINSANG PARTNERS, LLC		Christopher Baker Common Shares

By:	/s/ KWOK LI	_______________ Shares
	Kwok Li
		266,667 shares


The Purchaser:

Christopher P. Baker,

By:		/s/ CHRISTOPHER P. BAKER
Name:		Christopher P. Baker
Title:

EX-99.G 8 dex99g.htm COMMON STOCK PURCHASE AGREEMENT - ANASAZI PARTNERS III, LLC Common Stock Purchase Agreement - Anasazi Partners III, LLC

Exhibit 99.G

COMMON STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2004, by and among LINSANG PARTNERS, LLC (“Linsang”), LINSANG INTERNATIONAL L.P. (“Linsang International”); and Anasazi Partners III, LLC (“Anasazi”). Linsang, Linsang International are hereinafter sometimes collectively referred to as the “Linsang Group.” Anasazi Partners III, LLC is hereinafter sometimes referred to as the “Purchaser.”

WHEREAS:

A. The Linsang Group are major stockholders of LMIC, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware. Shares of the Common Stock of the Company, $0.001 par value per share (the “Common Stock”) are quoted on the OTC Bulletin Board under the symbol LMII.OB.

C. The Company and the Purchaser are concurrently entering into a Subscription Agreement of even date herewith (the “Subscription Agreement”) pursuant to which the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company, an aggregate of 100,000 shares of the Common Stock of the Company (the “Shares”) and warrants to purchase shares of the Company’s Common Stock (the “Common Stock”).

NOW, THEREFORE, the Linsang Group and the Purchaser hereby agree as follows:

1.	CERTAIN DEFINITIONS.

For purposes of this Agreement, the terms Agreement, Common Stock, Company, Purchaser, Securities Act, Subscription Agreement, Shares, Warrants and Linsang Group shall have the meanings set forth above, the term Anasazi Partners III, LLC Common Shares, shall have the meaning set forth in Section 2(a) below, and the terms Closing and Closing Date shall have the meanings set forth in Section 2(b)(iii) below.

2.	PURCHASE AND SALE OF Anasazi Partners III, LLC COMMON SHARES.

(a) Generally. Except as otherwise provided in this Section 2 and subject to the satisfaction (or waiver) of the conditions set forth in Section 6 and Section 7 below, on the Closing Date, Anasazi Partners III, LLC shall purchase from the Linsang Group an aggregate of 200,000 shares of Common Stock (the “Anasazi Partners III, LLC Common Shares”) for cash in the amount of $0.01 per share, and the Linsang Group shall sell the Anasazi Partners III, LLC Common Shares to Anasazi Partners III, LLC in such respective amounts as among the Linsang Group as shall be set forth on the signature page of this Agreement.

(b) Purchase of Anasazi Partners III, LLC Common Shares; Form of Payment; Closing Date.

(i) On the Closing Date (as defined below), the Linsang Group shall sell the Anasazi Partners III, LLC Shares to Anasazi Partners III, LLC, and Anasazi Partners III, LLC shall purchase such Anasazi Partners III, LLC Common Shares from the Linsang Group and pay to the Linsang Group $2,000 as the purchase price of such Anasazi Partners III, LLC Common Shares. The Linsang Group shall deliver to the Purchaser stock certificates registered in the name of the Purchaser evidencing their respective record ownership of the Anasazi Partners III, LLC Common Shares by a date that shall be not later than five (5) days following the Closing Date. Notwithstanding the foregoing deliveries or any other provision of this Agreement to the contrary, the Purchaser shall, for all purposes, be deemed to be the record and beneficial owners of the aforesaid Anasazi Partners III, LLC Common Shares as at the Closing Date described below.

(ii) The Purchaser shall pay the purchase price for the Anasazi Partners III, LLC Common Shares to be purchased by it to the Linsang Group against delivery by the Linsang Group of certificates representing such shares duly endorsed for transfer to the Purchaser, and the Linsang Group shall deliver such certificates to the Purchaser against delivery by the Purchaser of the purchase price.

(iii) Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the sale of the Anasazi Partners III, LLC Common Shares pursuant to this Agreement (the “Closing”) shall be concurrent with the Closing under the Subscription Agreement or such other date or time as the Purchaser and the Linsang Group may mutually agree (“Closing Date”). The

Closing shall occur at the New York offices of Anasazi Partners III, LLC, or at such other place as the Purchaser and the Linsang Group may otherwise mutually agree.

3.	THE PURCHASER REPRESENTATIONS AND WARRANTEES.

The Purchaser severally and not jointly represents and warrants to the Linsang Group as follows:

(b) Purchase for Own Account. The Purchaser is purchasing the Anasazi Partners III, LLC Common Shares for the Purchaser’s own account and not with a present view towards the distribution thereof. The Purchaser understands that the Purchaser must bear the economic risk of this investment indefinitely, unless the Anasazi Partners III, LLC Common Shares are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering any of the Anasazi Partners III, LLC Common Shares other than as contemplated by the Registration Rights Agreement. Notwithstanding anything in this Section 3(b) to the contrary, by making the foregoing representation, the Purchaser does not agree to hold the Anasazi Partners III, LLC Common Shares for any minimum or other specific term and reserves the right to dispose of the Anasazi Partners III, LLC Common Shares at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act and any applicable state securities laws.

(c) Information. The Purchaser has been furnished all materials relating to the business, finances and operations of the Company and its subsidiaries and materials relating to the offer and sale of the Anasazi Partners III, LLC Common Shares, which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the Company and has received what the Purchaser believes to be satisfactory answers to any such inquiries. The Purchaser understands that its investment in the Anasazi Partners III, LLC Common Shares involves a high degree of risk. Neither such inquiries nor any other due diligence investigation conducted by the Purchaser or its counsel or any of its representatives shall modify, amend or affect the Purchaser’s right to rely on the Linsang Group’s representations and warranties contained in Section 4 below.

(e) Accredited Investor Status. The Purchaser is an “Accredited Investor” as that term is defined in Rule 501 (a) of Regulation D.

(f) Authorization; Enforcement. The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and to purchase the Anasazi Partners III, LLC Common Shares in accordance with the terms hereof. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(g) Restrictions on Transfer. The Purchaser understand and acknowledge that the Anasazi Partners III, LLC Common Shares have not been registered under the Securities Act. Unless and until otherwise permitted, the Anasazi Partners III, LLC Common Shares and each certificate and other document evidencing any of the Anasazi Partners III, LLC Common Shares shall be endorsed with the legend substantially in the following form:

4.	REPRESENTATIONS AND WARRANTIES OF THE LINSANG GROUP.

Each member of the Linsang Group hereby severally represents and warrants to the Purchaser as follows:

Linsang Group member is a party upon execution and delivery by the Purchaser will each constitute, a valid and binding obligation of such Linsang Group member, enforceable in accordance with its terms.

(c) Absence of Conflicts. Neither the execution and the delivery of this Agreement and the other documents contemplated hereby to which the Linsang Group member is a party, nor the consummation of the transactions contemplated hereby and thereby, will (a) conflict with, result in a breach of any of the provisions of, (b) constitute a default under, (c) result in the violation of, (d) give any third party the right to terminate or to accelerate any obligation under, (e) result in the creation of any lien upon the Anasazi Partners III, LLC Common Shares under, or (f) require any authorization, consent, approval, execution or other action by or notice to any court or other governmental body or any person under, any indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Linsang Group member is bound or affected, or any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which the Linsang Group member is subject.

(e) Anasazi Partners III, LLC Common Shares. Upon delivery at Closing of certificates representing the Anasazi Partners III, LLC Common Shares, good and valid title to the Anasazi Partners III, LLC Common Shares will pass to the Purchaser free and clear of any liens or restrictions of any kind.

5.	COVENANTS.

(a) Satisfaction of Conditions. The parties shall use their best efforts to satisfy in a timely manner each of the conditions set forth in Section 6 and Section 7 of this Agreement.

(b) Blue Sky Laws. The Linsang Group shall, on or before the Closing Date, take such action as the Linsang Group members shall reasonably determine is necessary to qualify the Anasazi Partners III, LLC Common Shares for sale to the Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the

applicable states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to the Purchaser on or prior to the Closing Date.

6.	CONDITIONS TO THE LINSANG GROUP’S OBLIGATION TO SELL.

The obligation of the Linsang Group hereunder to issue and sell Anasazi Partners III, LLC Common Shares to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto; provided, however, that these conditions are for the Linsang Group’s sole benefit and may be waived by any Linsang Group member at any time in its sole discretion.

(a) The applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Linsang Group.

7.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE ANASAZI PARTNERS III, LLC COMMON SHARES.

The obligation of the Purchaser hereunder to purchase the Anasazi Partners III, LLC Common Shares to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in such Purchaser’s sole discretion:

(a) The Linsang Group shall have executed the signature pages to this Agreement and delivered the same to the Purchaser.

(d) All of the conditions to the obligations of the Purchaser to purchase the Shares and Warrants from the Company under the Subscription Agreement shall have been satisfied.

8.	MISCELLANEOUS.

(c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

If to the Linsang Group

Linsang Partners, LLC

P.O. Box 0039

Beltsville, D 20704

Kwok Li, Chairman

If to Anasazi Partners III, LLC:

c/o Anasazi Partners III, LLC

303 Congress St. Ste 301,

Boston MA 02210

Attention:

(i) Survival. The representations and warranties of the Linsang Group and the agreements and covenants of the Linsang Group shall survive the Closing notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser. Moreover, none of the representations and warranties made by the Linsang Group herein shall act as a waiver of any rights or remedies a Purchaser may have under applicable federal or state securities laws. The Linsang Group agrees to indemnify and hold harmless the Purchaser and each of their managers, officers, directors, employees, partners, members, agents and affiliates for loss or damage relating to the Anasazi Partners III, LLC Common Shares purchased hereunder arising as a result of or related to any breach by the Linsang Group or any of its representations or covenants set forth herein, including advancement of expenses as they are incurred.

issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

(n) Determinations. Except as otherwise expressly provided herein, all consents, approvals and other determinations to be made by the Purchaser pursuant to this Agreement and all waivers and amendments to or of any provisions in this Agreement prior to the Closing Date to be binding upon a Purchaser shall be made by such Purchaser and except as otherwise expressly provided herein, all consents, approvals and other determinations (other than amendments to the terms and provisions of this Agreement) to be made by the Purchaser pursuant to this Agreement and all waivers and amendments to or of any provisions in this Agreement after the Closing Date shall be made by the Purchaser.

[balance of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


		Anasazi Partners III, LLC Common Shares to be Sold

The Linsang Group:		Anasazi Partners III, LLC Common Shares

LINSANG PARTNERS, LLC

By:	/S/ KWOK LI	__________________ shares

	Kwok Li	200,000 shares


The Purchaser:

Anasazi Partners III, LLC,

By:		/s/ CHRISTOPHER P. BAKER
Name:		Christopher P. Baker
Title:		Manager CP Baker LLC, It’s Manager

EX-99.H 9 dex99h.htm COMMON STOCK PURCHASE AGREEMENT - ANASAZI PARTNERS III OFFSHORE, LTD Common Stock Purchase Agreement - Anasazi Partners III Offshore, Ltd

Exhibit 99.H

COMMON STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2004, by and among LINSANG PARTNERS, LLC (“Linsang”), LINSANG INTERNATIONAL L.P. (“Linsang International”); and Anasazi Partners III Offshore, Ltd. (“Anasazi”). Linsang, Linsang International are hereinafter sometimes collectively referred to as the “Linsang Group.” Anasazi Partners III Offshore, Ltd. is hereinafter sometimes referred to as the “Purchaser.”

WHEREAS:

C. The Company and the Purchaser are concurrently entering into a Subscription Agreement of even date herewith (the “Subscription Agreement”) pursuant to which the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company, an aggregate of 100,000 shares of the Common Stock of the Company (the “Shares”) and warrants to purchase shares of the Company’s Common Stock (the “Common Stock”).

NOW, THEREFORE, the Linsang Group and the Purchaser hereby agree as follows:

1.	CERTAIN DEFINITIONS.

For purposes of this Agreement, the terms Agreement, Common Stock, Company, Purchaser, Securities Act, Subscription Agreement, Shares, Warrants and Linsang Group shall have the meanings set forth above, the term Anasazi Partners III Offshore, Ltd. Common Shares, shall have the meaning set forth in Section 2(a) below, and the terms Closing and Closing Date shall have the meanings set forth in Section 2(b)(iii) below.

2.	PURCHASE AND SALE OF Anasazi Partners III Offshore, Ltd. COMMON SHARES.

(a) Generally. Except as otherwise provided in this Section 2 and subject to the satisfaction (or waiver) of the conditions set forth in Section 6 and Section 7 below, on the Closing Date, Anasazi Partners III Offshore, Ltd. shall purchase from the Linsang Group an aggregate of 200,000 shares of Common Stock (the “Anasazi Partners III Offshore, Ltd. Common Shares”) for cash in the amount of $0.01 per share, and the Linsang Group shall sell the Anasazi Partners III Offshore, Ltd. Common Shares to Anasazi Partners III Offshore, Ltd. in such respective amounts as among the Linsang Group as shall be set forth on the signature page of this Agreement.

(b) Purchase of Anasazi Partners III Offshore, Ltd. Common Shares; Form of Payment; Closing Date.

(i) On the Closing Date (as defined below), the Linsang Group shall sell the Anasazi Partners III Offshore, Ltd. Shares to Anasazi Partners III Offshore, Ltd., and Anasazi Partners III Offshore, Ltd. shall purchase such Anasazi Partners III Offshore, Ltd. Common Shares from the Linsang Group and pay to the Linsang Group $2,000 as the purchase price of such Anasazi Partners III Offshore, Ltd. Common Shares. The Linsang Group shall deliver to the Purchaser stock certificates registered in the name of the Purchaser evidencing their respective record ownership of the Anasazi Partners III Offshore, Ltd. Common Shares by a date that shall be not later than five (5) days following the Closing Date. Notwithstanding the foregoing deliveries or any other provision of this Agreement to the contrary, the Purchaser shall, for all purposes, be deemed to be the record and beneficial owners of the aforesaid Anasazi Partners III Offshore, Ltd. Common Shares as at the Closing Date described below.

(ii) The Purchaser shall pay the purchase price for the Anasazi Partners III Offshore, Ltd. Common Shares to be purchased by it to the Linsang Group against delivery by the Linsang Group of certificates representing such shares duly endorsed for transfer to the Purchaser, and the Linsang Group shall deliver such certificates to the Purchaser against delivery by the Purchaser of the purchase price.

(iii) Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the sale of the Anasazi Partners III Offshore, Ltd. Common Shares pursuant to this Agreement (the “Closing”) shall be concurrent with the Closing under the Subscription Agreement or such other date or time as the Purchaser and the Linsang Group may mutually agree (“Closing Date”).

The Closing shall occur at the New York offices of Anasazi Partners III Offshore, Ltd., or at such other place as the Purchaser and the Linsang Group may otherwise mutually agree.

3.	THE PURCHASER REPRESENTATIONS AND WARRANTIES.

The Purchaser severally and not jointly represents and warrants to the Linsang Group as follows:

(b) Purchase for Own Account. The Purchaser is purchasing the Anasazi Partners III Offshore, Ltd. Common Shares for the Purchaser’s own account and not with a present view towards the distribution thereof. The Purchaser understands that the Purchaser must bear the economic risk of this investment indefinitely, unless the Anasazi Partners III Offshore, Ltd. Common Shares are registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering any of the Anasazi Partners III Offshore, Ltd. Common Shares other than as contemplated by the Registration Rights Agreement. Notwithstanding anything in this Section 3(b) to the contrary, by making the foregoing representation, the Purchaser does not agree to hold the Anasazi Partners III Offshore, Ltd. Common Shares for any minimum or other specific term and reserves the right to dispose of the Anasazi Partners III Offshore, Ltd. Common Shares at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act and any applicable state securities laws.

(c) Information. The Purchaser has been furnished all materials relating to the business, finances and operations of the Company and its subsidiaries and materials relating to the offer and sale of the Anasazi Partners III Offshore, Ltd. Common Shares, which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the Company and has received what the Purchaser believes to be satisfactory answers to any such inquiries. The Purchaser understands that its investment in the Anasazi Partners III Offshore, Ltd. Common Shares involves a high degree of risk. Neither such inquiries nor any other due diligence investigation conducted by the Purchaser or its counsel or any of its representatives shall modify, amend or affect the Purchaser’s right to rely on the Linsang Group’s representations and warranties contained in Section 4 below.

(e) Accredited Investor Status. The Purchaser is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D.

(f) Authorization; Enforcement. The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and to purchase the Anasazi Partners III Offshore, Ltd. Common Shares in accordance with the terms hereof. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(g) Restrictions on Transfer. The Purchaser understand and acknowledge that the Anasazi Partners III Offshore, Ltd. Common Shares have not been registered under the Securities Act. Unless and until otherwise permitted, the Anasazi Partners III Offshore, Ltd. Common Shares and each certificate and other document evidencing any of the Anasazi Partners III Offshore, Ltd. Common Shares shall be endorsed with the legend substantially in the following form:

4.	REPRESENTATIONS AND WARRANTIES OF THE LINSANG GROUP.

Each member of the Linsang Group hereby severally represents and warrants to the Purchaser as follows:

and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Linsang Group member and this Agreement constitutes, and the other documents contemplated hereby to which the Linsang Group member is a party upon execution and delivery by the Purchaser will each constitute, a valid and binding obligation of such Linsang Group member, enforceable in accordance with its terms.

(c) Absence of Conflicts. Neither the execution and the delivery of this Agreement and the other documents contemplated hereby to which the Linsang Group member is a party, nor the consummation of the transactions contemplated hereby and thereby, will (a) conflict with, result in a breach of any of the provisions of, (b) constitute a default under, (c) result in the violation of, (d) give any third party the right to terminate or to accelerate any obligation under, (e) result in the creation of any lien upon the Anasazi Partners III Offshore, Ltd. Common Shares under, or (f) require any authorization, consent, approval, execution or other action by or notice to any court or other governmental body or any person under, any indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Linsang Group member is bound or affected, or any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which the Linsang Group member is subject.

(e) Anasazi Partners III Offshore, Ltd. Common Shares. Upon delivery at Closing of certificates representing the Anasazi Partners III Offshore, Ltd. Common Shares, good and valid title to the Anasazi Partners III Offshore, Ltd. Common Shares will pass to the Purchaser free and clear of any liens or restrictions of any kind.

5.	COVENANTS.

(a) Satisfaction of Conditions. The parties shall use their best efforts to satisfy in a timely manner each of the conditions set forth in Section 6 and Section 7 of this Agreement.

(b) Blue Sky Laws. The Linsang Group shall, on or before the Closing Date, take such action as the Linsang Group members shall reasonably determine is necessary

to qualify the Anasazi Partners III Offshore, Ltd. Common Shares for sale to the Purchaser pursuant to this Agreement under applicable securities or “blue sky” laws of the applicable states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to the Purchaser on or prior to the Closing Date.

6.	CONDITIONS TO THE LINSANG GROUP’S OBLIGATION TO SELL.

The obligation of the Linsang Group hereunder to issue and sell Anasazi Partners III Offshore, Ltd. Common Shares to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto; provided, however, that these conditions are for the Linsang Group’s sole benefit and may be waived by any Linsang Group member at any time in its sole discretion.

(a) The applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Linsang Group.

7.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE ANASAZI PARTNERS III OFFSHORE, LTD. COMMON SHARES.

The obligation of the Purchaser hereunder to purchase the Anasazi Partners III Offshore, Ltd. Common Shares to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in such Purchaser’s sole discretion:

(a) The Linsang Group shall have executed the signature pages to this Agreement and delivered the same to the Purchaser.

(d) All of the conditions to the obligations of the Purchaser to purchase the Shares and Warrants from the Company under the Subscription Agreement shall have been satisfied.

8.	MISCELLANEOUS.

(c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

If to the Linsang Group

Linsang Partners, LLC

P.O. Box 0039

Beltsville, D 20704

Kwok Li, Chairman

If to Anasazi Partners III Offshore, Ltd.:

Interested Party:

c/o Anasazi Partners III Offshore, Ltd.

Romasco Road, Wickhamus Cay 1

Road Town, Tortula, BNI

C/o CP Baker LLC

303 Congress St. Ste 301

Boston NA 02210

Attention:

(i) Survival. The representations and warranties of the Linsang Group and the agreements and covenants of the Linsang Group shall survive the Closing notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser. Moreover, none of the representations and warranties made by the Linsang Group herein shall act as a waiver of any rights or remedies a Purchaser may have under applicable federal or state securities laws. The Linsang Group agrees to indemnify and hold harmless the Purchaser and each of their managers, officers, directors, employees, partners, members, agents and affiliates for loss or damage relating to the Anasazi Partners III Offshore, Ltd. Common Shares purchased hereunder arising as a result of or related to any breach by the Linsang Group or any of its representations or covenants set forth herein, including advancement of expenses as they are incurred.

their mutual intent, and no rule of strict construction will be applied against any party to this Agreement.

[balance of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


		Anasazi Partners III Offshore, Ltd. Common Shares to be Sold

The Linsang Group:		Anasazi Partners III Offshore, Ltd. Common Shares

LINSANG PARTNERS, LLC

		_______________shares
By:	/s/ KWOCK LI
		200,000 shares

The Purchaser:

Anasazi Partners III Offshore, Ltd.,

By:	/s/ CHRISTOPHER P. BAKER
Name:	Christopher P. Baker
Title:	Manager, CP Baker LLC, Its Manager

EX-99.I 10 dex99i.htm WARRANT TO PURCHASE COMMON STOCK - CHRISTOPHER P. BAKER Warrant to Purchase Common Stock - Christopher P. Baker

Exhibit 99.I

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT TO PURCHASE COMMON STOCK


Number of Shares:		Up to 140,000 shares (subject to adjustment)

Warrant Price:		$1.50 per share

Issuance Date:		December , 2004

Expiration Date:		December , 2009

THIS WARRANT CERTIFIES THAT for value received, CHRISTOPHER P. BAKER or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from LMIC, INC. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of December 27, 2004, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

1.	Term and Exercise.

1.1 Term. This Warrant is exercisable in whole or in part (but not as to any fractional share of Common Stock), at any time and from time to time after the date hereof prior to 6:00 p.m. on the Expiration Date set forth above.

1.2 Warrant Price. The Warrant shall be exercisable at the Warrant Price described above.

1.3 Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 140,000 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of the Holder and all persons affiliated with the Holder to equal 9.99% of the Company’s Common Stock then outstanding.

1.4 Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula:

X = Y x (CMP-WP)

CMP


Where:	X	=	the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise

	Y	=	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised

	CMP	=	the Current Market Price (as of the date of such calculation) of one share of Common Stock

	WP	=	the Warrant Price (as adjusted as of the date of such calculation)

For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

1.5 Delivery of Certificate and New Warrant. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, together with any other securities or other

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property which the Holder is entitled to receive upon exercise of this Warrant, shall be delivered to the Holder hereof, at the Company’s expense, within a reasonable time, not exceeding fifteen (15) calendar days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of Shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was received by the Company, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is on a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares at the close of business on the next succeeding date on which the stock transfer books are open.

1.6 Restrictive Legend. Each certificate for Shares shall bear a restrictive legend in substantially the form as follows, together with any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Shares may, at the time of such exercise, be listed:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended and may not be sold, offered for sale, transferred or pledged in the absence of such registration or an exemption therefrom under such Act.”

Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless, in the opinion of counsel for the Holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend.

1.7 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying to Holder an amount computed by multiplying the fractional interest by the Current Market Price (as defined below) of a full Share. For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to such date (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to such date; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of such date, as determined in good faith by the Board of Directors of the Company.

2.	Representations, Warranties and Covenants.

2.1 Representations and Warranties.

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all necessary power and authority to perform its obligations under this Warrant;

(b) The execution, delivery and performance of this Warrant has been duly authorized by all necessary actions on the part of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; and

(c) This Warrant does not violate and is not in conflict with any of the provisions of the Company’s Amended and Restated Articles of Incorporation or Certificate of Determination, Bylaws and any resolutions of the Company’s Board of Directors or stockholders, or any agreement of the Company, and no event has occurred and no condition or circumstance exists that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation or conflict.

2.2 Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

3.	Other Adjustments.

3.1 Subdivision or Combination of Shares. In case the Company shall at any time subdivide its outstanding Common Stock into a greater number of shares, the Warrant Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Shares subject to this Warrant shall be proportionately increased, and conversely, in case the outstanding Common Stock of the Company shall be combined into a smaller number of shares, the Warrant Price in effect immediately prior to such combination shall be proportionately increased, and the number of Shares subject to this Warrant shall be proportionately decreased.

3.2 Dividends in Common Stock, Other Stock or Property. If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor:

(a) Common Stock, Options or any shares or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution;

(b) any cash paid or payable otherwise than as a regular cash dividend; or

(c) Common Stock or additional shares or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement (other than

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Common Stock issued as a stock split or adjustments in respect of which shall be covered by the terms of Section 3.1 above) and additional shares, other securities or property issued in connection with a Change (as defined below) (which shall be covered by the terms of Section 3.4 below), then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clause (b) above and this clause (c)) which such Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property.

3.3 Reorganization, Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the share capital of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its shares and/or assets or other transaction (including, without limitation, a sale of substantially all of its assets followed by a liquidation) shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities or other assets or property (a “Change”), then, as a condition of such Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the number of outstanding Common Stock which such Holder would have been entitled to receive had such Holder exercised this Warrant immediately prior to the consummation of such Change. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to give effect to the adjustments provided for in this Section 3 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 3.3 shall similarly apply to successive Changes.

3.4 Adjustment for Equity Issuances. If, at any time while this Warrant is outstanding, the Company shall issue additional shares of Common Stock or rights, warrants, options or other securities or debt convertible, exercisable or exchangeable for shares of Common Stock or otherwise entitling any Person to acquire shares of Company Common Stock (collectively, “Common Stock Equivalents”) at an effective net price to the Company per share of Common Stock (the “Effective Price”) that is less than the Exercise Price (as adjusted hereunder to such date), then the Exercise Price shall be reduced to equal the product of: (a) the Exercise Price in effect immediately prior to such issuance of Common Stock or Common Stock Equivalents; multiplied by (b) a fraction (i) the numerator of which is the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance, plus (B) the number of shares of Common Stock which the aggregate Effective Price of the Common Stock issued (or deemed to be issued) would purchase at the Effective Price, and (ii) the denominator of which is the aggregate number of shares of Common Stock outstanding or deemed to be outstanding immediately after such issuance. For purposes of this Section 3.4, in connection with any issuance of any Common Stock Equivalents (i) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, (ii) the Effective Price applicable to such Common Stock shall equal the minimum dollar value of consideration payable to the Company to purchase such common stock Equivalents and to convert, exercise or exchange them into Common Stock (net of any discounts, fees, commissions and other expenses), divided by the Deemed Number, and (iii) no further adjustment shall be made to the Exercise Price upon the actual issuance of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. In no event, however, can the Exercise Price be reduced pursuant to this Section 3.4 to a price that is lower than $0.001 per share.

4.	Ownership and Transfer.

4.1 Ownership of This Warrant. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary until presentation of this Warrant for registration of transfer as provided in this Section 4.

4.2 Transfer and Replacement. This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company in accordance with Section 5.1 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Warrant, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than income taxes and stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws and except after providing evidence of such compliance reasonably satisfactory to the Company.

5.	Miscellaneous Provisions.

5.1 Notices. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered or forwarded to the Holder at its address set forth in the Subscription Agreement. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered or forwarded to the Company at its address as set forth in the Subscription Agreement, with a copy to Gersten Savage Kaplowitz Wolf & Marcus, LLC, 600 Lexington Avenue, New York, New York 10022, Attention: Stephen A. Weiss (Facsimile No. (212) 980- 5192), or to such other address or number as shall have been furnished to Holder in writing by the Company.

5.2 All notices, requests and approvals required by this Warrant shall be in writing and shall be conclusively deemed to be given (i) when hand-delivered to the other party, (ii) when received if sent by facsimile at the address and number set forth above; provided that notices given by facsimile shall not be effective, unless either (a) a duplicate copy of such facsimile notice is promptly given by depositing the same in the mail, postage prepaid and addressed to the party as set forth below or (b) the receiving party delivers a written confirmation of receipt for such notice by any other method permitted under this paragraph; and further provided that any notice given by facsimile received after 5:00 p.m. (recipient’s time) or on a non-business day shall be deemed received on the next business day; (iii) five (5) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, and addressed to the party as set forth below; or (iv) the next business day after deposit with an international overnight delivery service, postage prepaid, addressed to the party as set forth below with next business day delivery guaranteed; provided that the sending party receives confirmation of delivery from the delivery service provider.

Page 3

5.3 No Rights as Shareholder; Limitation of Liability. This Warrant shall not entitle the Holder to any of the rights of a shareholder of the Company except upon exercise in accordance with the terms hereof. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price hereunder or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

5.4 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware as applied to agreements among Delaware residents made and to be performed entirely within the State of Delaware, without giving effect to the conflict of law principles thereof.

5.5 Binding Effect on Successors. This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets and/or securities. All of the obligations of the Company relating to the Share issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the Holder.

5.6 Waiver, Amendments and Headings. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (either generally or in a particular instance and either retroactively or prospectively). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

5.7 Attorneys’ Fees and Disbursements. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party or parties shall be entitled to receive from the other party or parties reasonable attorneys’ fees and disbursements in addition to any other relief to which the prevailing party or parties may be entitled.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 27th day of December 2004.

COMPANY:


LMIC, INC.

By		/s/ PAYESH JHAVERI
Print Name:		Payesh Jhaveri
Title:		Chief Financial Officer

Page 4

SCHEDULE A

FORM OF NOTICE OF EXERCISE

[To be signed only upon exercise of the Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO EXERCISE THE WITHIN WARRANT

The undersigned hereby elects to purchase shares of Common Stock (the “Shares”) of LMIC, Inc. under the Warrant to Purchase Common Stock dated December , 2004, which the undersigned is entitled to purchase pursuant to the terms of such Warrant, and [check one]:

•

Cash Exercise. The undersigned has delivered $ , the aggregate Warrant Price for Shares purchased herewith, in full in cash or by certified or official bank check or wire transfer;

•

Net Exercise. In exchange for the issuance of Shares, the undersigned hereby agrees to surrender the right to purchase shares of Common Stock pursuant to the net exercise provisions set forth in Section 1.2 of the Warrant.

Please issue a certificate or certificates representing such shares of Common Stock in the name of the undersigned or in such other name as is specified below and in the denominations as is set forth below:

_________________________________________________________________________

[Type Name of Holder as it should appear on the stock certificate]

_________________________________________________________________________

[Requested Denominations – if no denomination is specified, a single certificate will be issued]

The initial address of such Holder to be entered on the books of Company shall be:

_______________________________________________________

The undersigned hereby represents and warrants that the undersigned is acquiring such shares for his own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof.


By:



Print Name:



Title:



Dated:

-1-

FORM OF ASSIGNMENT

(ENTIRE)

[To be signed only upon transfer of entire Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT

FOR VALUE RECEIVED hereby sells, assigns and transfers unto all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint Attorney to transfer the said Warrant on the books of , with full power of substitution.



[Type Name of Holder]

By:


Title:



Dated:

NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever.

-1-

FORM OF ASSIGNMENT

(PARTIAL)

[To be signed only upon partial transfer of Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT

FOR VALUE RECEIVED hereby sells, assigns and transfers unto (i) the rights of the undersigned to purchase shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint Attorney to transfer the said Warrant on the books of LMIC, Inc., with full power of substitution.



[Type Name of Holder]

By:


Title:



Dated:

NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever.

-1-

EX-99.J 11 dex99j.htm WARRANT TO PURCHASE COMMON STOCK - ANASAZI PARTNERS III, LLC Warrant to Purchase Common Stock - Anasazi Partners III, LLC

Exhibit 99.J

WARRANT TO PURCHASE COMMON STOCK


Number of Shares:		Up to 105,000 shares (subject to adjustment)

Warrant Price:		$1.50 per share

Issuance Date:		December , 2004

Expiration Date:		December , 2009

THIS Warrant CERTIFIES THAT for value received, ANASAZI PARTNERS III, LLC or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from LMIC, INC. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of December 27, 2004, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

1.	Term and Exercise.

1.2 Warrant Price. The Warrant shall be exercisable at the Warrant Price described above.

1.3 Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 105,000 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of the Holder and all persons affiliated with the Holder to equal 9.99% of the Company’s Common Stock then outstanding.

X = Y x (CMP-WP)

CMP


Where:	X	=	the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise

	Y	=	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised

	CMP	=	the Current Market Price (as of the date of such calculation) of one share of Common Stock

	WP	=	the Warrant Price (as adjusted as of the date of such calculation)

For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place: on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise;, as determined in good faith by the Board of Directors of the Company.

Page 1

1.7 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying to Holder an amount computed by multiplying the fractional interest by the Current Market Price (as defined below) of a full Share. For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to such date (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to such date; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of such date, as determined in good faith by the Board of Directors of the Company.

2.	Representations, Warranties and Covenants.

2.1 Representations and Warranties.

2.2 Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges; with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

3.	Other Adjustments.

(b) any cash paid or payable otherwise than as a regular cash dividend; or

Page 2

3.3 Reorganization, Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the share capital of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its shares and/or assets or other transaction (including, without limitation, a sale of substantially all of its assets followed by a liquidation) shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities or other assets or property (a “Change”), then, as a condition of such Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the number of outstanding Common Stock which such Holder would have been entitled to receive had such Holder exercised this Warrant immediately prior to the consummation of such Change. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to give effect to the adjustments provided for in this Section 3 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 3.3 shall similarly apply to successive Changes.

3.4 Adjustment for Equity Issuances. If, at any time while this Warrant is outstanding, the Company shall issue additional shares of Common Stock or rights, warrants, options or other securities or debt convertible, exercisable or exchangeable for shares of Common Stock or otherwise entitling any Person to acquire shares of Company Common Stock (collectively, “Common Stock Equivalents”) at an effective net price to the Company per share of Common Stock (the “Effective Price”) that is less than the Exercise Price (as adjusted hereunder to such date), then the Exercise Price shall be reduced to equal the product of: (a) the Exercise Price in effect immediately prior to such issuance of Common Stock or Common Stock Equivalents; multiplied by (b) a fraction (i) the numerator of which is the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance, plus (B) the number of shares of Common Stock which the aggregate Effective Price of the Common Stock issued (or deemed to be issued) would purchase at the Effective Price, and (ii) the denominator of which is the aggregate number of shares of Common Stock outstanding or deemed to be outstanding immediately after such issuance. For purposes of this Section 3.4, in connection with any issuance of any Common Stock Equivalents (i) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, (ii) the Effective Price applicable to such Common Stock shall equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock (net of any discounts, fees, commissions and other expenses), divided by the Deemed Number, and (iii) no further adjustment shall be made to the Exercise Price upon the actual issuance of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. In no event, however, can the Exercise Price be reduced pursuant to this Section 3.4 to a price that is lower than $0.001 per share.

4.	Ownership and Transfer.

5.	Miscellaneous Provisions.

5.1 Notices. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered or forwarded to the Holder at its address set forth in the Subscription Agreement. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered or forwarded to the Company at its address as set forth in the Subscription Agreement, with a copy to Gersten Savage Kaplowitz Wolf & Marcus, LLC, 600 Lexington Avenue, New York, New York 10022, Attention: Stephen A. Weiss (Facsimile No. (212) 980-5192), or to such other address or number as shall have been furnished to Holder in writing by the Company.

Page 3

5.5 Binding Effect on Successors. This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets and/or securities. All of the obligations of the Company relating to the Shares issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the Holder.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 27th day of December 2004.


COMPANY	LMIC, INC.

	By	/s/ PAYESH JHAVERI
	Print Name:	Payesh Jhaveri
	Title:	Chief Financial Officer

Page 4

SCHEDULE A

FORM OF NOTICE OF EXERCISE

[To be signed only upon exercise of the Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO EXERCISE THE WITHIN WARRANT

•

Cash Exercise. The undersigned has delivered $ , the aggregate Warrant Price for Shares purchased herewith, in full in cash or by certified or official bank check or wire transfer;

•



		[Type Name of Holder as it should appear on the stock certificate]


		[Requested Denominations – if no denomination is specified, a single certificate will be issued]

		The initial address of such Holder to be entered on the books of Company shall be:



By:

Print Name:

Title:

Dated:

-1-

FORM OF ASSIGNMENT

(ENTIRE)

[To be signed only upon transfer of entire Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT

FOR VALUE RECEIVED hereby sells, assigns and transfers unto all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint Attorney to transfer the said Warrant on the books of , with full power of substitution.



[Type Name of Holder]

By:
Title:

Dated:

NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever.

-1-

FORM OF ASSIGNMENT

(PARTIAL)

[To be signed only upon partial transfer of Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT



[Type Name of Holder]

By:
Title:

Dated:

NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever.

-1-

EX-99.K 12 dex99k.htm WARRANT TO PURCHASE COMMON STOCK - ANASAZI PARTNERS III OFFSHORE, LTD Warrant to Purchase Common Stock - Anasazi Partners III Offshore, Ltd

Exhibit 99.K

WARRANT TO PURCHASE COMMON STOCK


Number of Shares:		Up to 105,000 shares (subject to adjustment)

Warrant Price:		$1.50 per share

Issuance Date:		December , 2004

Expiration Date:		December , 2009

THIS WARRANT CERTIFIES THAT for value received, ANASAZI PARTNERS III OFFSHORE, LTD. or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from LMIC, INC. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of December 27, 2004, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

1.	Term and Exercise.

1.1 Term. This Warrant is exercisable in whole or in part (but not as to any fractional share of Common Stock), at any time and from time to time after the date hereof prior to 6:00 p.m. on the Expiration Date set forth above.

1.2 Warrant Price. The Warrant shall be exercisable at the Warrant Price described above.

1.3 Maximum Number of Shares. The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 105,000 Shares. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of the Holder and all persons affiliated with the Holder to equal 9.99% of the Company’s Common Stock then outstanding.

1.4 Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula:

X = Y x (CMP-WP)

CMP


Where:	X	=	the number of shares of Common Stock to he issued to the Holder pursuant to this net exercise:

	Y	=	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised

	CMP	=	the Current Market Price (as of the date of such calculation) of one share of Common Stock

	WP	=	the Warrant Price (as adjusted as of the date of such calculation)

For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

1.5 Delivery of Certificate and New Warrant. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, together with any other securities or other

Page 1

1.6 Restrictive Legend. Each certificate for Shares shall bear a restrictive legend in substantially the form as follows, together with any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Shares may, at the time of such exercise, be listed:

1.7 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying to Holder an amount computed by multiplying the fractional interest by the Current Market Price (as defined below) of a full Share. For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to such date (or if no reported sales took place on such day, the last date on which any such sales took place prior to the dale of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to such date; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of such date, as determined in good faith by the Board of Directors of the Company.

2.	Representations, Warranties and Covenants.

2.1 Representations and Warranties.

2.2 Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants arid agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant. If at any time the number of authorized but unissued shares of Common Stock of the Company shall not be sufficient to effect the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, then the Company will take all such corporate action as may, in the opinion of counsel to the Company, be necessary or advisable to increase the number of its authorized shares of Common Stock as shall be sufficient to permit the exercise of the Warrant in full, subject to the limitations set forth in Section 1.3 hereto, including without limitation, using its best efforts to obtain any necessary stockholder approval of such increase. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange or the Nasdaq Stock Market, the Company will, if permitted by the rules of such exchange or market, list and keep listed on such exchange or market, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant.

3.	Other Adjustments.

3.1 Subdivision or Combination of Shares. In case the Company shall at any time subdivide its outstanding Common Stock into a greater number of shares, the Warrant Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Shares subject to this Warrant shall be proportionately increased, and conversely, in case the outstanding Common Stock of the Company shall be combined into a smaller number of shares, the Warrant Price in effect immediately prior to such combination shall be proportionately increased, and the number of Shares subject to this Warrant shall be proportionately decreased.

3.2 Dividends in Common Stock, Other Stock or Property. If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor:

(b) any cash paid or payable otherwise than as a regular cash dividend; or

Page 2

3.3 Reorganization, Reclassification, Consolidation, Merger or Sale.

If any recapitalization, reclassification or reorganization of the share capital of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its shares and/or assets or other transaction (including, without limitation, a sale of substantially all of its assets followed by a liquidation) shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities or other assets or property (a “Change”), then, as a condition of such Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the number of outstanding Common Stock which such Holder would have been entitled to receive had such Holder exercised this Warrant immediately prior to the consummation of such Change. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to give effect to the adjustments provided for in this Section 3 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 3.3 shall similarly apply to successive Changes.

3.4 Adjustment for Equity Issuances. If, at any time while this Warrant is outstanding, the Company shall issue additional shares of Common Stock or rights, warrants, options or other securities or debt convertible, exercisable or exchangeable for shares of Common Stock or otherwise entitling any Person to acquire shares of Company Common Stock (collectively, “Common Stock Equivalents”) at an effective net price to the Company per share of Common Stock (the “Effective Price”) that is less than the Exercise Price (as adjusted hereunder to such date), then the Exercise Price shall be reduced to equal the product of: (a) the Exercise Price in effect immediately prior to such issuance of Common Stock or Common Stock Equivalents; multiplied by (b) a fraction (i) the numerator of which is the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance, plus (B) the number of shares of Common Stock which the aggregate Effective Price of the Common Stock issued (or deemed to be issued) would purchase at the Effective Price, and (ii) the denominator of which is the aggregate number of shares of Common Stock outstanding or deemed to be outstanding immediately after such issuance. For purposes of this Section 3.4, in connection with any issuance of any Common Stock Equivalents (i) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, (ii) the Effective Price applicable to such Common Stock shall equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock (net of any discounts, fees, commissions and other expenses), divided by the Deemed Number, and (iii) no further adjustment shall be made to the Exercise Price upon the actual issuance of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. In no event, however, can the Exercise Price be reduced pursuant to this Section 3.4 to a price that is lower than $0.001 per share.

4.	Ownership and Transfer.

5.	Miscellaneous Provisions.

Page 3

5.5 Binding Effect on Successors. This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets and/or securities. All of the obligations of the Company relating to the Shares issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the Holder.

5.6 Waiver, Amendments and Headings. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (either generally or in a particular instance and either retroactively or prospectively). The headings in this Warrant are for purposes of reference only and shall nol affect the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 27th day of December 2004.


COMPANY:	LMIC, INC.

	By	/s/ PAYESH JHAVERI
	Print Name:	Payesh Jhaveri
	Title:	Chief Financial Officer

Page 4

SCHEDULE A

FORM OF NOTICE OF EXERCISE

[To be signed only upon exercise of the Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO EXERCISE THE WITHIN WARRANT

•

Cash Exercise. The undersigned has delivered $ , the aggregate Warrant Price for Shares purchased herewith, in full in cash or by certified or official bank check or wire transfer;

•

_________________________________________________________________________

[Type Name of Holder as it should appear on the stock certificate]

_________________________________________________________________________

[Requested Denominations – if no denomination is specified, a single certificate will be issued]

The initial address of such Holder to be entered on the books of Company shall be:

_______________________________________________________


By:



Print Name:



Title:



Dated:

-1-

FORM OF ASSIGNMENT

(ENTIRE)

[To be signed only upon transfer of entire Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT



[Type Name of Holder]

By:


Title:



Dated:

NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever.

-1-

FORM OF ASSIGNMENT

(PARTIAL)

[To be signed only upon partial transfer of Warrant]

TO BE EXECUTED BY THE REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT



[Type Name of Holder]

By:


Title:



Dated:

NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as written upon the face of the within Warrant, without alteration or enlargement or any change whatsoever.

-1-

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