0001144204-07-009931 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 26th, 2007 • Spatialight Inc • Photographic equipment & supplies • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of February 23, 2007 by and between Spatialight, Inc., a New York corporation (the “Seller”), and Southridge Partners L.P.(the “Purchaser”).

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WAIVER
Waiver • February 26th, 2007 • Spatialight Inc • Photographic equipment & supplies • New York

This Waiver (the "Agreement"), is made and entered into as of February 23, 2007 by and between Spatialight, Inc., a New York corporation (the “Seller”), and Iroquois Master Fund Ltd. (the “Purchaser”).

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