AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of October 4, 1999,
by and among LMKI INC., a corporation duly organized and existing under the
laws of the State of Nevada (the "Company") and Xxxxxx Private Equity, LLC
(hereinafter referred to as "Xxxxxx").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Equity Line ") of up to
Thirty Five Million Dollars ($35,000,000), excluding any funds paid upon
exercise of the Warrants, of Common Stock of the Company pursuant to that
certain Investment Agreement (the "Investment Agreement") between the Company
and Xxxxxx dated on or about October __, 1999, the Company has agreed to sell
and Xxxxxx has agreed to purchase, from time to time as provided in the
Investment Agreement, shares of the Company's Common Stock for a maximum
aggregate offering amount of Thirty Five Million Dollars ($35,000,000); and
WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed, among other things, to issue to the Subscriber Commitment
Warrants, as defined in the Investment Agreement, to purchase a number of
shares of Common Stock, exercisable for five (5) years from their respective
dates of issuance.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in Agreement
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Issuance of Commitment Warrants. As compensation for entering into the
Equity Line, Xxxxxx received a warrant convertible into 490,000 shares of the
Company's Common Stock, in the form attached hereto as Exhibit A (the
"Commitment Warrants").
2. Issuance of Additional Warrants. If the Company shall at any time
effect a recapitalization, reclassification or other similar transaction of
such character that the shares of Common Stock shall be changed into or
become exchangeable for a smaller number of shares (a "Reverse Stock Split"),
then on the date of such Reverse Stock Split, and on each one year
anniversary (each, an "Anniversary Date") of the Reverse Stock Split
thereafter throughout the term of the Commitment Warrants, the Company shall
issue to Xxxxxx additional warrants (the "Additional Warrants"), in the form
of Exhibit A, to purchase a number of shares of Common Stock, if necessary,
such that the sum of the number of Warrants and the number of Additional
Warrants issued to Xxxxxx shall equal at least 1.3% of the number of shares
of Common Stock of the Company that are outstanding immediately following the
Reverse Stock Split or Anniversary Date, as applicable. The Additional
Warrants shall be exerciseable at the same price as the Commitment Warrants
and shall have a 5 year term.
3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada applicable to agreements made
in and wholly to be performed in that jurisdiction, except for matters
arising under the Act or the Securities Exchange Act of 1934, which matters
shall be construed and interpreted in accordance with such laws.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
this 4th day of October, 1999.
LMKI INC.
By: ________________________________
Xxxxxxx Xxxxxx, C.E.O.
0000 X. Xxxxx Xxx., Xxxxx #000
Xxxxx Xxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SUBSCRIBER:
XXXXXX PRIVATE EQUITY, LLC.
By: ________________________________
Xxxx X. Xxxxxx, Manager
0000 Xxxxxxx Xxxxxx Xxxx
Xxxx. 000, Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
