Lightscape Technologies Inc. – SALE & PURCHASE AGREEMENT OF SHARES THIS AGREEMENT IS DATED NOVEMBER 20, 2009 BETWEEN: The term “Both Parties” refers to both the Vendor and the Purchaser. BACKGROUND (November 23rd, 2009)Whereas Beijing Aihua New Enterprise Lighting Appliance Co. Ltd. (“the Target Company”) is a Wholly Foreign-Owned Enterprise (WOFE) established on June 3, 2003, its registered paid-up capital was RMB15.3 Million. It was authorized to operate for a term of 25 years. The Vendor desires to sell its 100% shareholding (“the Target Shares”) in the Target Company and the Purchaser desires to buy the Target Shares in accordance with the terms and conditions of this Agreement.
Lightscape Technologies Inc. – LIGHTSCAPE TECHNOLOGIES INC. (the “Company”) AMENDED AND RESTATED CODE OF ETHICS (the “Code”) Adopted by the Board of Directors December 31, 2008 (January 6th, 2009)
Lightscape Technologies Inc. – BYLAWS OF LIGHTSCAPE TECHNOLOGIES INC. A Nevada Corporation (October 14th, 2008)
Lightscape Technologies Inc. – Re: Lightscape Technologies Inc. - Registration Statement on Form S-1 filed July 21, 2008 (July 21st, 2008)We have acted as counsel to Lightscape Technologies Inc. (the "Company"), a Nevada corporation, in connection with the filing of a registration statement on Form S-1 on July 21, 2008 (the "Registration Statement"). As further described in the Registration Statement, the Company is registering, under the Securities Act of 1933, up to 8,750,000 common shares of the Company, par value $0.001, (the "Registered Shares") for resale by certain selling shareholders named in the Registration Statement.
Lightscape Technologies Inc. – Increase of Paid-in Capital and Joint Venture Agreement made between Lightscape Technologies (Greater China) Limited Beijing New Vision Media Advertising Co. Ltd. Miss Yao Po Chun Beijing Xintong Media & Cultural Development Co. Ltd. February 12, 2008 China • Hong Kong (July 14th, 2008)This “Increase of Paid-in Capital and Joint Venture Agreement” (hereafter refers to as “Agreement”) is to be signed in February 12, 2008 by the parties below:
Lightscape Technologies Inc. – REGISTRATION RIGHTS AGREEMENT (March 10th, 2008)This Registration Rights Agreement (this "Agreement") is made and entered into as of March __, 2008, by and among Lightscape Technologies Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
Lightscape Technologies Inc. – ESCROW AGREEMENT (March 10th, 2008)This Escrow Agreement, dated as of March 9, 2008 (this “Agreement”), is entered into by and among Lightscape Technologies Inc., a Nevada corporation (the "Company"), Roth Capital Partners, LLC (the "Placement Agent") and TRISTATE TITLE & ESCROW, LLC, with its principal offices located at 360 Main Street, Washington, VA 22747 (the “Escrow Agent”). The Placement Agent and the Company are sometimes each referred to herein as an "Escrowing Party" and collectively, the "Escrowing Parties."
Lightscape Technologies Inc. – SECURITIES PURCHASE AGREEMENT (March 10th, 2008)This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2008, among Lightscape Technologies Inc., a Nevada corporation (collectively with its predecessors, the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
Lightscape Technologies Inc. – Contract (March 10th, 2008)NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
Lightscape Technologies Inc. – Lightscape Technologies Announces Joint Venture With New World Group to Build LED-Based Outdoor Advertising Network in China (February 15th, 2008)HONG KONG, February 14, 2008 – Lightscape Technologies Inc. (OTCBB: LTSC), a provider of innovative lighting design solutions, advanced lighting products and customized energy management solutions, today announced a new joint venture to build an LED-based outdoor advertising network in China.
Lightscape Technologies Inc. – Contract (December 14th, 2007)THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
Lightscape Technologies Inc. – CONTENTS (August 22nd, 2007)
Lightscape Technologies Inc. – Contract (August 22nd, 2007)THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
Lightscape Technologies Inc. – Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada Document Number: 20070264368-78 Filing Date and Time 04/17/2007 11:09 AM Entity Number: C15939-1995 (April 23rd, 2007)This form must be accompanied by appropriate fees. See attached fee schedule. Nevada Secretary of State AM Merger 2003 Revised on: 10/24/03
Global Innovative Systems Inc – Contract (February 20th, 2007)THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
Global Innovative Systems Inc – OEM Agreement (October 31st, 2006)This agreement is signed between [translated as “Strong Base Electronic-optic Technology Corp.”] (hereinafter called the “Buyer”) and Lightscape Technologies (Macau) Limited (hereinafter called the “Seller”) in consideration of an OEM product purchase guarantee with terms and conditions set as forth as follows.
Global Innovative Systems Inc – DATE: September 29, 2006 CHAN ALBERT YEE TAT AND LUMINOUS LED TECHNOLOGIES LIMITED (as Vendors) AND TECH TEAM DEVELOPMENT LIMITED (as Purchaser) AND MICHELLE SIU KWAN LAM AND JOSEPH SUI KEI LAM (as Guarantors) SALE AND PURCHASE AGREEMENT FOR 49.6% INTEREST IN LIGHTSCAPE TECHNOLOGIES (MACAU) LIMITED (October 5th, 2006)
Global Innovative Systems Inc – DATE: September 29, 2006 WOO YUEN YU (as Vendor) AND TECH TEAM INVESTMENT LIMITED (as Purchaser) AND MICHELLE SIU KWAN LAM AND JOSEPH SUI KEI LAM (as Guarantors) LIGHTSCAPE HOLDING LTD. (as “Company”) CANCELLANTION DEED (October 5th, 2006)
Global Innovative Systems Inc – PURCHASE AGREEMENT (July 5th, 2006)THIS PURCHASE AGREEMENT (the “Agreement”), is made this 29th day of March, 2006, by and between, Aeneas Portfolio Company LP, a Cayman Islands Partnership having a registered address at Walker House, Mary Street, Georgetown, Grand Cayman, Cayman Islands, British West Indies (the “Seller”) and Global Innovative Systems Inc, a Cayman Islands Company having an address at 16/F Hang Seng Mongkok Building, 677 Nathan Road, Mongkok, Kowloon, Hong Kong (the “Purchaser”)
Global Innovative Systems Inc – AMENDMENT AGREEMENT (July 5th, 2006)GLOBAL INNOVATIVE SYSTEMS INC., a Nevada corporation, with an office at 16/F Hang Seng Mongkok Building, 677 Nathan Road, Mongkok, Kowloon, Hong Kong
Global Innovative Systems Inc – AMENDMENT AGREEMENT (July 5th, 2006)GLOBAL INNOVATIVE SYSTEMS INC., a Nevada corporation, with an office at 16/F Hang Seng Mongkok Building, 677 Nathan Road, Mongkok, Kowloon, Hong Kong
Global Innovative Systems Inc – PURCHASE AGREEMENT (July 5th, 2006)THIS PURCHASE AGREEMENT (the “Agreement”), is made this 3rd day of April, 2006, by and between, Aeneas Portfolio Company LP, a Cayman Islands Partnership having a registered address at Walker House, Mary Street, Georgetown, Grand Cayman, Cayman Islands, British West Indies (the “Seller”) and Global Innovative Systems Inc, a Cayman Islands Company having an address at 16/F Hang Seng Mongkok Building, 677 Nathan Road, Mongkok, Kowloon, Hong Kong (the “Purchaser”)
Global Innovative Systems Inc – DATE: 30 MARCH 2006 WOO YUEN YU (as Vendor) AND TECH TEAM INVESTMENT LIMITED (as Purchaser) AND MICHELLE SIU KWAN LAM AND JOSEPH SUI KEI LAM (as Guarantors) (April 4th, 2006)
Global Innovative Systems Inc – Contract (February 28th, 2006)This deed (the “Supplemental Deed”) is made as of 22 February, 2006 by and among Admire Fame Investments Limited, Gain Huge Investments Limited, Splendid Fortune Investments Limited, Global Innovative Systems Inc. and Ko Yin and supplemental to the option deed (the “Option Deed”) dated September 27, 2005 executed by the aforesaid parties for the grant of options over shares in Beijing Illumination (Hong Kong) Limited.
Global Innovative Systems Inc – DATE: 27 SEPTEMBER 2005 GLORY GOAL INVESTMENTS LIMITED (as Vendor) AND GLOBAL INNOVATIVE SYSTEMS INC. (as Purchaser) AND KO YIN (as Guarantor) (October 3rd, 2005)
Global Innovative Systems Inc – Date: 3 October 2005 (October 3rd, 2005)We refer to the sale and purchase agreement (the “Agreement”) dated 27 September 2005 entered into by Global Innovative Systems Inc. (“GIS”), Glory Goal Investments Limited and Ko Yin for the sale and purchase of 325 shares in Beijing Illumination (Hong Kong) Limited and the deed (the “Option Deed”) dated 27 September 2005 executed by GIS, Admire Fame Investments Limited, Gain Huge Investments Limited, Splendid Fortune Investments Limited and Ko Yin for the grant of options over up to 385 shares in Beijing Illumination (Hong Kong) Limited.
Global Innovative Systems Inc – Dated the 27th day of September 2005 ADMIRE FAME INVESTS LIMITED GAIN HUGE INVESTMENTS LIMITED SPLENDID FORTUNE INVESTMENTS LIMITED AND GLOBAL INNOVATIVE SYSTEMS INC. AND KO YIN DEED FOR THE GRANT OF OPTIONS OVER THE SHARES OF HK$1 EACH IN BEIJING ILLUMINATION (HONG KONG) LIMITED Solicitors (October 3rd, 2005)
Global Innovative Systems Inc – Sales Contract (August 22nd, 2005)
Global Innovative Systems Inc – Addendum to Sales Contract (August 22nd, 2005)
Global Innovative Systems Inc – Assignment of Sales Contract (August 22nd, 2005)
Global Innovative Systems Inc – Contract (July 18th, 2005)THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
Global Innovative Systems Inc – Contract (July 18th, 2005)THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
Global Innovative Systems Inc – TOMI FUJI ENERGY MANAGEMETN SERVICES CONSULTANTS LIMITED (February 14th, 2005)Seller ("Party A"): Address: TOMI FUJI ENERGY MANAGEMENT SERVCIES CONSULTANTS LIMITED 4/F., OMC Centre, 35-47 Tsing Yi Road, Tsing Yi, New Territories, Hong Kong.
Global Innovative Systems Inc – Press Release Source: Global Innovative Systems, Inc. (January 25th, 2005)HONG KONG, Jan. 19 — Global Innovative Systems, Inc. (OTCBB: GBSY.OB) is pleased to announce the completion of the acquisition of all of the shares of Tech Team Holdings Limited, a Hong Kong-based developer, manufacturer and integrator of energy-saving products, technologies and services.
Global Innovative Systems Inc – Letter of Intent Between (January 18th, 2005)Hereinafter called "KWC" with Legal address: 5/F, Spectrum Tower, 53 Hung To Road, Kwun Tong, Kowloon. Contact: Tel: (852) 2173 6688 Fax: (852) 2725 8226 Representative: Mr. Alfred Ho
