Exhibit 10.21
Innovative Micro Technology,
Inc.
Termination
Agreement
This Termination Agreement (this
“ Agreement ”) is made and entered into on
January 25, 2005 by and between Innovative Micro Technology,
Inc . , a Delaware corporation (“ IMT ”),
and L-3 Communications Corporation, a Delaware corporation (“
L-3 ”), with respect to the Supplemental Agreement
between IMT and L-3 dated as of March 15, 2004 (the
“Supplemental Agreement”) .
Recitals
A.
L-3 and IMT entered into the
Supplemental Agreement in connection with a loan by L-3 to IMT in
the original principal amount of $1,500,000, evidenced by a
promissory note of the Company dated March 15, 2004 (the
“Note”).
B.
Pursuant to a Preferred Stock
Purchase Agreement dated as of the date hereof (the “Purchase
Agreement”), between the Company and the Investors listed on
Schedule I thereto, the Company intends to sell and the Investors
intend to purchase equity securities of the Company (such purchase
and sale referred to as the “Transaction”).
C.
The Investors have agreed that a
portion of the proceeds of the Transaction may be used to repay the
indebtedness related to the Note, and
