ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • June 22nd, 2006 • Lightspace Corp • Electric lighting & wiring equipment • New York
by and among Lightspace Corporation (the “Issuer”) and the Underwriter whose names and addresses appear on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 17 Battery Place, 8the Floor, New York, New York 10004. (The “Escrow Agent”).
Signature Page to Lightspace Corporation Amendment No. 2, dated as of April 30, 2007 to Unit Subscription Agreement, dated April 11, 2007Unit Subscription Agreement • May 4th, 2007 • Lightspace Corp • Electric lighting & wiring equipment
Exhibit 99.1 AGREEMENT FOR PURCHASE AND SALE OF ASSETSAgreement for Purchase and Sale • April 2nd, 2007 • Lightspace Corp • Electric lighting & wiring equipment • Massachusetts
LIGHTSPACE CORPORATION AND CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 1st, 2006 • Lightspace Corp • Electric lighting & wiring equipment • Delaware
AGREEMENT, dated this [__]st day of [________], 2006, between LIGHTSPACE CORPORATION, a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the “Warrant Agent”).
LIGHTSPACE CORPORATION 600,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2006 • Lightspace Corp • Electric lighting & wiring equipment • New York
Lightspace Corporation, a Delaware corporation (the “Company”), confirms its agreement with Griffin Securities, Inc. (the “Underwriter”) with respect to the engagement of the Underwriter as agent of the Company, on a best efforts basis, for the offer and sale by the Company of a minimum of 450,000 units and up to 600,000 units (“Units”) (the “Public Offering”). Each Unit consists of (i) eight shares of the Company’s Common Stock, $.0001 par value (“Common Stock”), (ii) eight warrants to purchase one share of Common Stock at $1.00 per share, (iii) two warrants to purchase one share of Common Stock at $1.25 per share, and (iv) two warrants to purchase one share of Common Stock at $1.63 per share (such warrants, collectively, the “Unit Warrants”). The Units and the securities contained in the Units (with the Underwriter’s Warrant and securities contained therein, collectively, the “Securities”) are more fully described in the Registration Statement and the Prospectus referred to below.
SECURITY AGREEMENTSecurity Agreement • June 22nd, 2006 • Lightspace Corp • Electric lighting & wiring equipment • New York
The Grantor has issued to the parties listed on the attached Schedule I (each a "Lender", and collectively the "Lenders") the secured term notes listed opposite the respective Lender's name on Schedule I, in the aggregate amount of $700,000, each dated as of the date hereof (collectively, the "Notes"). The parties desire to provide security for the obligations of the Grantor to the Lenders under the Notes.
Exhibit 10.14 LIGHTSPACE CORPORATION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of April 2, 2007 by and among Lightspace Corporation, a Delaware corporation (the "Company") and the investors...Lightspace Corporation • May 4th, 2007 • Lightspace Corp • Electric lighting & wiring equipment • New York
Lightspace Corporation Cambridge, MA 02140Separation Agreement • August 1st, 2006 • Lightspace Corp • Electric lighting & wiring equipment • Massachusetts
This letter agreement (this “Agreement”) confirms the terms of the termination of your employment with the Lightspace Corporation (the “Company”) and your separation agreement with the Company.
LIGHTSPACE CORPORATION Warrant for the Purchase of Units _______ UnitsLightspace Corp • September 7th, 2006 • Electric lighting & wiring equipment • New York
For value received, LIGHTSPACE CORPORATION, a Delaware corporation (the “Company”), hereby certifies that GRIFFIN SECURITIES, INC., its designees and assigns, is entitled to purchase and receive from the Company, at any time or from time to time commencing August __, 2007 and prior to 5:00 PM, New York City time, on August __, 2011 (the “Expiration Date”) ____________ (_____) fully paid and non-assessable Units of the Company, each Unit consisting of (i) eight shares of Common Stock of the Company, par value $.0001 per share (“Common Stock”), (ii) eight warrants to purchase one share of Common Stock at $1.00 per share, (iii) two warrants to purchase one share of Common Stock at $1.25 per share, and (iv) two warrants to purchase one share of Common Stock at $1.63 per share, for a purchase price of $7.68 per Unit (the “Exercise Price”). The Units issuable upon the exercise of this Warrant are identical to the Units registered for sale to the public (the “Offering”) pursuant to the Compan
LIGHTSPACE CORPORATION AMENDED AND RESTATED SECURITYHOLDER DEBT AND EQUITY CONVERSION AND EXCHANGE AGREEMENTConversion and Exchange Agreement • March 10th, 2006 • Lightspace Corp • Electric lighting & wiring equipment • Delaware
This AMENDED AND RESTATED SECURITYHOLDER DEBT AND EQUITY CONVERSION AND EXCHANGE AGREEMENT (this "Agreement") is dated as of February 9, 2006 (the "Effective Date"), by and between Lightspace Corporation, a Delaware corporation, (the "Company") and each of the undersigned persons to this Agreement (each a "Securityholder" and collectively, the "Securityholders"). This Agreement supersedes in its entirety that certain Stockholder Debt Cancellation and Equity Conversion Agreement entered into between the Company and the Securityholders prior to the date hereof (the "Original Agreement").
SENIOR SECURED NOTELightspace Corp • March 10th, 2006 • Electric lighting & wiring equipment • New York
FOR VALUE RECEIVED, the undersigned, a Delaware corporation having an address at 125 CambridgePark Drive, 4th Floor, Cambridge, MA 02140, hereby promises to pay to the order of [Noteholder], or assigns ("Lender"), at its offices located at [Address] or at such other place as the Lender may from time to time designate to the undersigned in writing, on April 14, 2006, or such earlier date as required hereunder, the sum of [Amount] at a rate per annum equal to eight percent (8%). In no event, however, shall interest hereunder be in excess of the maximum interest rate permitted by law.
LIGHTSPACE CORPORATION INCENTIVE STOCK OPTION AGREEMENT Number— Under the 2005 Equity Incentive PlanLightspace Corp • March 10th, 2006 • Electric lighting & wiring equipment • Delaware
LIGHTSPACE CORPORATION (the "Company"), a Delaware corporation, hereby grants, effective as of , (the "Effective Date"), to (the "Optionee") the right and option (the "Option") to purchase up to shares of its Common Stock, $.0001 par value (the "Shares"), at a price of $ per share, subject to the following terms and conditions.
MANUFACTURING AGREEMENT BETWEEN Lightspace Corporation 125 Cambridgepark Drive Cambridge, MA 02140 and IntegraTECH Solutions Corp. 34 Tower Street Hudson, MA 01749Manufacturing Agreement • August 1st, 2006 • Lightspace Corp • Electric lighting & wiring equipment
sets forth the terms and conditions under which the Supplier will perform certain production work on behalf of the Customer.
Manufacturing ContractLightspace Corp • September 7th, 2006 • Electric lighting & wiring equipment
This contract is made by and between the Customer and the Manufacturer (hereafter as MFR): where the Customer agrees to buy and the MFR agrees to sell manufactured products according to the terms and conditions stipulated below:
Lightspace Corporation Cambridge, MA 02140Arbitration Agreement • September 7th, 2006 • Lightspace Corp • Electric lighting & wiring equipment • Massachusetts
This letter agreement (this “Agreement”) confirms the terms of the termination of your employment with the Lightspace Corporation (the “Company”) and your separation agreement with the Company.
LIGHTSPACE CORPORATION LEASELightspace Corp • March 10th, 2006 • Electric lighting & wiring equipment • Massachusetts
ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • September 21st, 2006 • Lightspace Corp • Electric lighting & wiring equipment • New York
AGREEMENT made this day of by and among Lightspace Corporation (the “Issuer”) and the Underwriter whose names and addresses appear on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 17 Battery Place, 8the Floor, New York, New York 10004. (The “Escrow Agent”).
Exhibit 1.3a AMENDMENT No. 1 to WARRANT AGREEMENT, dated as of the 30th day of April, 2007, between LIGHTSPACE CORPORATION, a Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant Agent")....Warrant Agreement • May 4th, 2007 • Lightspace Corp • Electric lighting & wiring equipment • Delaware
COMMERCIAL LEASELightspace Corp • August 14th, 2008 • Electric lighting & wiring equipment • Massachusetts
LIGHTSPACE CORPORATION AMENDED AND RESTATED SECURITYHOLDER DEBT AND EQUITY CONVERSION AND EXCHANGE AGREEMENTConversion and Exchange Agreement • June 22nd, 2006 • Lightspace Corp • Electric lighting & wiring equipment • Delaware
This AMENDED AND RESTATED SECURITYHOLDER DEBT AND EQUITY CONVERSION AND EXCHANGE AGREEMENT (this "Agreement") is dated as of February 9, 2006 (the "Effective Date"), by and between Lightspace Corporation, a Delaware corporation, (the "Company") and each of the undersigned persons to this Agreement (each a "Securityholder" and collectively, the "Securityholders"). This Agreement supersedes in its entirety that certain Stockholder Debt Cancellation and Equity Conversion Agreement entered into between the Company and the Securityholders prior to the date hereof (the "Original Agreement").
Exhibit 10.17 AGREEMENTAgreement • August 28th, 2007 • Lightspace Corp • Electric lighting & wiring equipment
MANUFACTURING AGREEMENT BETWEEN Lightspace Corporation 125 Cambridgepark Drive Cambridge, MA 02140 and IntegraTECH Solutions Corp. 34 Tower Street Hudson, MA 01749Manufacturing Agreement • September 21st, 2006 • Lightspace Corp • Electric lighting & wiring equipment
sets forth the terms and conditions under which the Supplier will perform certain production work on behalf of the Customer.
Manufacturing ContractLightspace Corp • August 1st, 2006 • Electric lighting & wiring equipment
This contract is made by and between the Customer and the Manufacturer (hereafter as MFR): where the Customer agrees to buy and the MFR agrees to sell manufactured products according to the terms and conditions stipulated below:
AMENDMENT TO SENIOR SECURED NOTESenior Secured Note • September 28th, 2006 • Lightspace Corp • Electric lighting & wiring equipment
AMENDMENT TO SENIOR SECURED NOTE, dated as of September 28, 2006, made by and between LIGHTSPACE CORPORATION, a Delaware corporation, with its principal offices located at 529 Main Street, Suite 330, Boston, Massachusetts, 02129 (the “Borrower”) and the entities set forth on Schedule 1 attached hereto (the “Holders”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Existing Notes (as defined below).
