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 have required, as a
condition to their completion of the Transaction, that the
Sup
