Exhibit 10.29
TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT (this
“Termination Agreement”) is made as of the 28th day of
September, 2008, by and among LIGHTPATH TECHNOLOGIES, INC., a
corporation organized under the laws of the State of Delaware,
U.S.A., and having an address at 2603 Challenger Tech Court, Suite
100, Orlando, Florida 32826 (“LightPath”), LIGHTPATH
CDGM (CHENGDU) OPTICAL CO. LTD., a corporation organized under the
laws of the Peoples’ Republic of China and having an address
at No. 32 Xi Xin Avenue, High-New West Zone, Chengdu
Municipality, Sichuan Province, the Peoples’ Republic of
China (“Chengdu”) and CDGM GLASS CO. LTD., a
corporation organized under the laws of the Peoples’ Republic
of China having an address at No. 6 South Jianshe Zhi Road,
Chengdu City, Sichuan Province, the Peoples’ Republic of
China (“CDGM” with LightPath and Chengdu each known
herein as a “Party” and collectively as the
“Parties”).
WITNESSETH
WHEREAS, (i) LightPath and CDGM have entered into
that certain Joint Venture Contract dated January 8, 2008 (the
“Joint Venture Agreement”), (ii) CDGM and Chengdu
have entered into that certain Supply Agreement dated
January 8, 2008 (the “Supply Agreement”) and
(iii) LightPath and Chengdu have entered into that certain
Technology Licensing Agreement dated January 1, 2008 (the
“Licensing Agreement” and collectively with the Joint
Venture Agreement and the Supply Agreement known herein as the
“Transaction Documents”); and
WHEREAS, the Parties desire to terminate the Transaction
Documents and any transactions contemplated thereby on the terms
and conditions hereinafter set forth.
NOW, THEREFORE,
in consideration of the mutual
covenants and agreements contained herein, the Parties hereby agree
as follows:
1. Defined Terms. All terms
used herein shall have the same meanings as in the Transaction
Documents unless otherwise defined herein.
2. Termination of the Transaction
Documents. The Transaction Documents and any transactions
contemplated thereby are hereby terminated as of the date hereof
(the “Termination Date”) as if the Termination Date
were set forth in the Transaction Documents as the expiration date
of such documents. Notwithstanding anything in the Transaction
Documents to the contrary, as of the Termination Date none of the
Parties shall have any further obligations or liability under the
Transaction Documents.
3. Mutual Releases. Each of
the Parties hereby releases and forever discharges the others, and
their respective shareholders, partners, officers, directors,
agents, trustees, beneficiaries, and employees, of and from any and
all claims, acts, damages, demands, rights of
1
action and causes of action which such party
ever had, now has or in the future may have, against the other,
arising from or in any way connected with the Transaction Documents
and the tra
