COMMISSION AGREEMENT
BETWEEN ALDEBURGH, LLC. AND LMIC, INC.
This agreement is entered into between Aldeburgh, LLC, incorporated in Delaware,
with main office at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Aldeburgh"),
and LMIC, INC., incorporated in Delaware, with main office at 6435 ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Road, Beltsville, MD. 20705 ("LMIC").
The following outlines the fees and payments to be paid by LMIC to Aldeburgh in
consideration for Aldeburgh providing LMIC with the exclusive right (subject to
LMIC's satisfactory performance) to manufacture or otherwise provide cell phones
and related accessories for GSR Mobile, LLC ("GSR Mobile") under the terms of a
production services agreement dated January 24, 2005 between Aldeburgh and LMIC,
as the same may hereafter be amended by Aldeburgh and LMIC (the "Production
Agreement"). The parties acknowledge that Aldeburgh and GSR Mobile have entered
into a separate agreement for manufacture and sale of goods, dated January 21,
2005 (the "GSR Agreement").
In consideration for Aldeburgh providing LMIC with the opportunity to fill, as
supplier, GSR Mobile's requirements under the GSR Agreement, LMIC shall will
pay, in accordance with the schedule set forth below, the following
consideration (the "Fees").
Fees will be paid to the below enclosed bank account as per the below schedule.
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Payment Commission Amount to be Paid Conditions
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Deposit - 5th business day $ 50,000.00 Upon receipt of executed purchase
order from GSR Mobile for 200,000
cell phones
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Second Payment - 5th business day $ 150,000.00 and Upon receipt of Letter of Credit
200,000 shares of Common Stock (L/C) in favor of LMIC and in
acceptable form from GSR Mobile
confirming the first order.
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Third Payment - 5th business day $100,000 Upon GSR Mobile's acceptance of the
first shipment.
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If within 30 days of receipt of $50,000.00, LMIC does not receive the Letter of
Credit from GSR Mobile, LMIC will inform Aldeburgh and Aldeburgh will either
cause GSR Mobile to deliver the Letter of Credit within 5 days or refund LMIC
the $50,000.00 deposit by wire transfer by such date.
1
Additional shares of LMIC Common Stock will be issued to Aldeburgh as additional
orders for cell phones are processed. The amount of shares issued will be
calculated at the rate of one share of LMIC Common Stock for each cell phone
sold, and issued within five (5) business days after receipt of Letter of Credit
for each of the new orders. In no event, however, shall the aggregate number of
shares of LMIC Common Stock issuable to Aldeburgh under this Agreement exceed
1,000,000 shares of Common Stock.
LMIC agrees to file a registration statement on Form SB-2 or other appropriate
form for registering securities to register for resale under the Securities Act
of 1933, as amended, the initial 200,000 shares and the maximum 800,000 shares
of Common Stock for potential future issuance; which registration statement
shall be filed with the SEC not later than 30 days following the second payment
made under the above schedule.
This Agreement is a commercial transaction concluded in accordance with the
Delaware rules of banking and financial activity and this rule is to be used for
all questions regarding preparations, interpretation, legal fulfillment, and any
other questions in regard to this contract, including ordinary norms of honesty,
confidentiality adopted by the State of Maryland and also temporary suspension
because of Force-Majeure circumstances.
Specially Relevant National or Blocked Person. This Agreement shall, in all
respects, comply with laws of the United States including the requirements
relating to sources of funds, and nature and destination of products and neither
party will be acting directly or indirectly, for or on behalf of any person,
group, entity or national named by any Executive Order of the United States
Treasury Department as a terrorist, "Specially Relevant National and Blocked
Person", or other banned or blocked person, group, entity, national or
transaction pursuant to any law, order, rule, or regulation that is enforced or
administered by the Office of Foreign Assets Control and neither party is
engaged in this transaction or transactions arising there from directly or
indirectly on behalf of or instigating or facilitating this transaction directly
or indirectly on behalf of such person, group, entity or nation. A first party
hereto shall defend and indemnify a second party hereto and its members and
officers from and against any and all claims, risks, liabilities and expenses
(including attorneys' fees and costs).
In case of any dispute regarding any aspect of this Agreement that cannot be
resolved by mutual agreement, the Parties agree to submit the matter to final
and binding arbitration before the American Arbitration Association in
Washington, D.C. The decision of the arbitrators shall be final and binding upon
the parties and may be enforced in any court of competent jurisdiction. In case
of breach, claim or controversy, the laws of the State of Delaware law will
apply. It is hereby understood and agreed by and between all parties and
signatories to this agreement that any and/or all facsimile transmissions of
this document are considered to be original and are legal and binding
instruments. Therefore the signatories hereto are irrevocably bound and
committed to adhere to the terms and conditions set forth. This agreement shall
be binding on the parties hereunder signed, their successors and assignees. The
undersigned agree to notify the other party by facsimile or other express mail
prior to a request for any contract and upon reaching of an agreement and/or
contract terms of any kind. In the event of breach of contract, United States of
America, and State of Delaware law and Jurisdiction will apply to this
agreement.
2
The beneficiaries will be responsible for all costs resulting from the wire
transfers into the respective accounts. Fees will be paid to the below enclosed
bank account as per the below schedule.
All notices and payments to Aldeburgh under this Agreement shall be made and
paid as follows:
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Company Aldeburgh, LLC
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Address ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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Email ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇
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Tel ▇▇▇-▇▇▇-▇▇▇▇
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Banking Details: Branch Banking & Trust (BB&T)
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Account Number: 5154502787
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Routing Number (ABA): ▇▇▇▇▇▇▇▇▇
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Bank Officer ▇▇▇▇▇ ▇▇▇▇▇
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Bank's Phone Number 301-220-1122
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Bank's Fax Number ▇▇▇-▇▇▇-▇▇▇▇
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IN WITNESS WHEREOF, each of LMIC and Aldeburgh have executed this Agreement this
25th day of January 2005.
LMIC, INC. ALDEBURGH, LLC
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President Vice President
LMIC, Inc. Aldeburgh, LLC.
January 25, 2005 January 25, 2005