Exhibit 99.3
LIGHTSPACE CORPORATION
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
April __, 2007 by and among Lightspace Corporation, a Delaware corporation (the
"Company") and Illumination Design Works, Inc., a Delaware corporation ("IDW").
WHEREAS, the Company and IDW desire to enter into that certain Agreement
for Purchase and Sale of Assets (the "Asset Purchase Agreement"), whereby the
Company will purchase certain assets of IDW in exchange for cash and the
issuance of a convertible note (the "Note");
WHEREAS, the terms of the Asset Purchase Agreement provide that it shall be
a condition precedent to the closing of the transactions thereunder for the
Company and IDW to execute and deliver this Agreement; and
WHEREAS, capitalized terms used herein and not otherwise defined are
defined in the Asset Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
1. Definitions. The following terms shall have the meanings provided below:
"Blue Sky" shall have the meaning assigned thereto in Section 3(d)(vi)
hereof.
"Common Stock" shall mean the common stock, $.0001 par value, of the
Company authorized as of the date hereof.
"Correspondence" shall have the meaning assigned thereto in Section 7(d)
hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and all of the rules and regulations promulgated thereunder.
"Holder" shall mean IDW.
"Other Registrable Securities" shall have the meaning assigned thereto in
Section 3(j).
"Own" shall mean to own beneficially, as that term is defined in the rules
and regulations of the SEC.
"QIPO" shall mean a firm commitment underwritten public offering of shares
of Common Stock with gross proceeds of at least $8 million.
"Registrable Shares" shall mean the shares of Common Stock of the Company
issuable to Holder pursuant to the terms of the Note.
"Registration" shall have the meaning assigned thereto in Section 3(a)
hereof.
"Registration Expenses" shall mean all expenses incurred in connection with
the registration of the Registrable Shares pursuant to this Agreement, including
without limitation all registration and qualification and filing fees, printing
expenses, fees and disbursements of counsel for the Company, and the reasonable
fees and disbursements of counsel for the selling Holders.
"Rule 144" shall mean Rule 144 promulgated under the Securities Act and any
successor or substitute rule, law or provision.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended, and all
of the rules and regulations promulgated thereunder.
"Selling Expenses" shall mean all underwriting discounts, brokerage and
selling commissions applicable to the sale of Registrable Shares, including
standard underwriters' cutbacks.
"Subsequent Registration Statements" shall have the meaning assigned
thereto in Section 3(k).
2. Effectiveness. This Agreement shall become effective upon the Closing of
the Asset Purchase Agreement.
3. Incidental Registration.
(a) Filing of Registration Statement. If the Company at any time proposes
to register any of its Common Stock (a "Registration") under the Securities Act
(other than pursuant to a QIPO or a registration statement on Form S-4 or Form
S-8 or any successor forms thereto, in connection with an offer made solely to
existing securityholders or employees of the Company), for sale to the public,
it will, on each such occasion, give prompt written notice to all Holders of its
intention to do so, which notice shall be given to the Holder at least thirty
(30) days prior to the date that a registration statement relating to such
registration is proposed to be filed with the SEC. Upon the written request of
the Holder to include the Registrable Shares under such registration statement
(which request shall be made within fifteen (15) days after the receipt of any
such notice and shall specify the Registrable Shares intended to be disposed of
by Holder), the Company will use its best efforts to effect the registration of
all Registrable Shares that the Company has been so requested to register by
Holder; provided, however, that if, at any time after giving written notice of
its intention to register any Common Stock and prior to the effective date of
the registration statement filed in connection with such registration, the
Company shall determine for any reason not to register such Common Stock, the
Company may, at its election, give written notice of such determination to
Holder and, thereupon, shall be relieved of its obligation to register any
Registrable Shares of such persons in connection with such registration.
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(b) Selection of Underwriters. Notice of the Company's intention to
register such Common Stock shall designate the proposed underwriters of such
offering (which shall be one or more underwriting firms of recognized standing)
and shall contain the Company's agreement to use its best efforts, if requested
to do so, to arrange for such underwriters to include in such underwriting the
Registrable Shares that the Company has been so requested to sell pursuant to
this Section 3, it being understood that the Holder of Registrable Shares shall
have no right to select different underwriters for the disposition of the
Registrable Shares.
(c) Priority on Incidental Registrations. If the managing underwriter shall
advise the Company in writing (with a copy to the Holder of Registrable Shares
requesting sale) that, in such underwriter's opinion, the number of shares of
Common Stock requested to be included in such Registration exceeds the number
that can be sold in such offering within a price range acceptable to the Company
(such writing to state the basis of such opinion and the approximate number of
shares of Common Stock that may be included in such offering without such
effect), the Company will include in such Registration, to the extent of the
number of shares of Common Stock that the Company is so advised can be sold in
such offering:
(i) first, the shares that the Company proposes to issue and sell for
its own account, and
(ii) second, the Registrable Shares requested to be sold by the Holder.
Other Registrable Securities of the Company requested to be included in
such Registration, allocated among the holders of the Registrable Shares and
Other Registrable Securities pro rata in accordance with the amount of such
securities requested to be registered.
(d) Registration Procedures. The Company will use its best efforts to
effect each Registration, and to cooperate with the sale of Registrable Shares
in accordance with the intended method of disposition thereof, as quickly as
practicable, and the Company will as expeditiously as possible:
(i) subject to the proviso to Section 3(a), prepare and file with the
SEC the registration statement and use its best efforts to cause the
Registration to become effective; provided, however, that before filing any
registration statement or prospectus or any amendments or supplements thereto,
the Company will furnish to the Holder of the Registrable Shares covered by such
registration statement, their counsel, and the underwriters, if any, and their
counsel, successive drafts of all such documents proposed to be filed at such
times as will permit a reasonable period for the review thereof; the Company
will not file any registration statement or amendment thereto or any prospectus
or any supplement thereto (including such documents incorporated by reference)
to which the Holder shall reasonably object based on their review of such
drafts;
(ii) subject to the proviso to Section 3(a), prepare and file with the
SEC such amendments and post-effective amendments to any registration statement
and any prospectus used in connection therewith as may be necessary to keep such
registration statement effective until the earlier of (i) one hundred twenty
(120) days following the effective date of such registration statement or (ii)
the sale of all Registrable Shares covered thereby, and to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Shares covered by such registration statement; and cause the
prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act;
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(iii) furnish to the Holder of the Registrable Shares included in such
Registration and the underwriter or underwriters, if any, without charge, at
least one (1) signed copy of the registration statement and any post-effective
amendment thereto, upon request, and such number of conformed copies thereof and
such number of copies of the prospectus (including each preliminary prospectus
and each prospectus filed under Rule 424 under the Securities Act), any
amendments or supplements thereto and any documents incorporated by reference
therein, as the Holder or underwriter may reasonably request in order to
facilitate the disposition of the Registrable Shares being sold by Holder (it
being understood that the Company consents to the use of the prospectus and any
amendment or supplement thereto by the Holder of the Registrable Shares covered
by such registration statement and the underwriter or underwriters, if any, in
connection with the offering and sale of the Registrable Shares covered by the
prospectus or any amendment or supplement thereto);
(iv) notify the Holder of the Registrable Shares of any stop order or
other order suspending the effectiveness of any registration statement issued or
threatened by the SEC in connection therewith, and take all reasonable actions
required to prevent the entry of such stop order or to remove it or obtain its
withdrawal at the earliest possible moment if entered;
(v) if requested by the managing underwriter or underwriters, if any, or
the Holder of the Registrable Shares in connection with any sale pursuant to a
registration statement, promptly incorporate in a prospectus supplement or
post-effective amendment such information relating to such underwriting as the
managing underwriter or underwriters, if any, or the Holder reasonably requests
to be included therein; and make all required filings of such prospectus
supplement or post-effective amendment as soon as practicable after being
notified of the matters incorporated in such prospectus supplement or
post-effective amendment;
(vi) on or prior to the date on which a Registration is declared
effective, use its best efforts to register or qualify, and cooperate with the
Holder of the Registrable Shares included in such Registration, the underwriter
or underwriters, if any, and their counsel, in connection with the registration
or qualification of, the Registrable Shares covered by such Registration for
offer and sale under the securities or Blue Sky laws of each state and other
jurisdiction of the United States as Holder or the managing underwriter, if any,
reasonably requests in writing; use its best efforts to keep each such
registration or qualification effective, including through new filings, or
amendments or renewals, during the period such registration statement is
required to be kept effective; and do any and all other acts or things necessary
or advisable to enable the disposition in all such jurisdictions reasonably
requested by the Holder of the Registrable Shares covered by such Registration;
provided, however, that the Company will not be required to qualify generally to
do business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to general service of process in any such
jurisdiction where it is not then so subject;
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(vii) in connection with any sale pursuant to a Registration, cooperate
with the Holder of the Registrable Shares and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing securities to be
sold under such Registration, and enable such securities to be in such
denominations and registered in such names as the managing underwriter or
underwriters, if any, or Holder may request;
(viii) use its best efforts to cause the Registrable Shares to be
registered with or approved by such other governmental agencies or authorities
within the United States and having jurisdiction over the Company or any
Subsidiary as may reasonably be necessary to enable the seller or sellers
thereof or the underwriter or underwriters, if any, to consummate the
disposition of such securities;
(ix) notify each seller of Registrable Shares covered by such
Registration, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in such Registration, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly prepare, file with the SEC and furnish to
such seller a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers or prospective purchasers of such securities, such prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they are made;
(x) otherwise comply with all applicable rules and regulations of the
SEC, and make generally available to its security holders (as contemplated by
section 11(a) under the Securities Act) an earnings statement satisfying the
provisions of Rule 158 under the Securities Act no later than ninety (90) days
after the end of the twelve (12) month period beginning with the first month of
the Company's first fiscal quarter commencing after the effective date of the
registration statement, which statement shall cover said twelve (12) month
period;
(xi) provide and cause to be maintained a transfer agent and registrar
for all Registrable Shares covered by each Registration from and after a date
not later than the effective date of such Registration; and
(xii) cause all Registrable Shares covered by such Registration to be
listed on each securities exchange on which similar equity Securities issued by
the Company are then listed and, if not so listed, to be listed on the Nasdaq
Global Market ("NASDAQ Market") and, if listed on the NASDAQ Market, use its
best efforts to secure designation of all such Registrable Shares covered by
such registration statement as a NASDAQ "National Market System security" within
the meaning of Rule 11Aa2-1 of the SEC or, failing that, to secure NASDAQ Market
authorization for such Registrable Shares and, without limiting the generality
of the foregoing, to arrange for at least two market makers to register as such
with respect to such Registrable Shares with the National Association of
Securities Dealers, Inc.
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The Company may require the Holder of the Registrable Shares that will be
included in such Registration to furnish the Company with such information as
the Company may reasonably request in writing and as is required by applicable
laws or regulations.
(e) Reasonable Investigation. The Company shall:
(i) give the Holder of the Registrable Shares and its counsel and
accountants the opportunity to participate in the preparation of the
registration statement, each prospectus included therein or filed with the SEC
and each amendment thereof or supplement thereto;
(ii) give the Holder reasonable opportunities to discuss the business of
the Company with its officers, counsel and the independent public accountants
who have certified its financial statements;
(iii) make available for inspection by the Holder of the Registrable
Shares included in any Registration, any underwriter participating in any
disposition pursuant to any Registration, and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company; and
(iv) cause the Company's officers, directors and employees to supply all
information reasonably requested by any such person in connection with such
Registration;
in each such case, as shall be reasonably necessary, in the opinion of the
Holder or such underwriter, to enable it to conduct a "reasonable investigation"
within the meaning of the section 11(b)(3) of the Securities Act and to satisfy
the requirement of reasonable care imposed by section 12(a)(2) of the Securities
Act.
(f) Indemnification; Contribution.
(i) Indemnification by the Company. The Company shall indemnify, to the
fullest extent permitted by law, the Holder of the Registrable Shares, its
officers, directors and agents, if any, and each person, if any, who controls
the Holder within the meaning of section 15 of the Securities Act, against all
losses, claims, damages, liabilities (or proceedings in respect thereof) and
expenses (under the Securities Act or common law or otherwise), joint or
several, resulting from any violation by the Company of the provisions of the
Securities Act or any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or prospectus (and as amended or
supplemented if amended or supplemented) or any preliminary prospectus or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein (in the case of
any prospectus, in light of the circumstances under which they were made) not
misleading, except to the extent that such losses, claims, damages, liabilities
(or proceedings in respect thereof) or expenses are caused by any untrue
statement or alleged untrue statement contained in or by any omission or alleged
omission from information concerning the Holder of the Registrable Shares
furnished in writing to the Company by the Holder expressly for use therein. If
the offering pursuant to any registration statement provided for under this
Section 3 is made through underwriters, no action or failure to act on the part
of such underwriters (whether or not such underwriter is an affiliate of the
Holder of the Registrable Shares) shall affect the obligations of the Company to
indemnify the Holder of the Registrable Shares or any other person pursuant to
the preceding sentence.
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(ii) Indemnification by the Holder. In connection with any registration
statement in which the Holder of the Registrable Shares is participating, the
Holder, severally and not jointly, shall indemnify, to the fullest extent
permitted by law, the Company, each underwriter (if the underwriter so requires)
and their respective officers, directors and agents, if any, and each person, if
any, who controls the Company or such underwriter within the meaning of section
15 of the Securities Act, against any losses, claims, damages, liabilities (or
proceedings in respect thereof) and expenses resulting from any untrue statement
or alleged untrue statement of a material fact or any omission or alleged
omission of a material fact required to be stated in the registration statement
or prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or necessary to make the statements therein (in the case of any
prospectus, in light of the circumstances under which they were made) not
misleading, but only to the extent that such untrue statement is contained in or
such omission is from information concerning the Holder furnished in writing by
the Holder expressly for use therein; provided, however, that the Holder's
obligations hereunder shall be limited to an amount equal to the proceeds to the
Holder of the Registrable Shares sold pursuant to such registration statement.
(iii) Control of Defense. Any person entitled to indemnification under
the provisions of this Section 3(f) shall give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and unless in
such indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, permit
such indemnifying party to assume the defense of such claim, with counsel
reasonably satisfactory to the indemnified party; and if such defense is so
assumed, such indemnifying party shall not enter into any settlement without the
consent of the indemnified party if such settlement attributes liability to the
indemnified party and such indemnifying party shall not be subject to any
liability for any settlement made without its consent (which shall not be
unreasonably withheld); and any underwriting agreement entered into with respect
to any registration statement provided for under this Agreement shall so
provide. In the event an indemnifying party shall not be entitled (or elects
not) to assume the defense of a claim, such indemnifying party shall not be
obligated to pay the fees and expenses of more than one counsel or firm of
counsel for all parties indemnified by such indemnifying party in respect of
such claim, unless in the reasonable judgment of any such indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties in respect to such claim.
(iv) Contribution. If for any reason the foregoing indemnity is
unavailable, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages,
liabilities or expenses:
(A) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other; or
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(B) if the allocation provided by clause (A) above is not permitted by
applicable law or provides a lesser sum to the indemnified party than the amount
hereinafter calculated, in such proportion as is appropriate to reflect not only
the relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other but also the relative fault of the indemnifying
party and the indemnified party as well as any other relevant equitable
considerations. Notwithstanding the foregoing, the Holder of the Registrable
Shares shall not be required to contribute any amount in excess of the amount
the Holder would have been required to pay to an indemnified party if the
indemnity under Section 3(f)(ii) were available. No person guilty of fraudulent
misrepresentation (within the meaning of section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligation of any person to contribute
pursuant to this Section 3(f) shall be several and not joint.
(v) Timing of Payments. An indemnifying party shall make payments of all
amounts required to be made pursuant to the foregoing provisions of this Section
3(g) to or for the account of the indemnified party from time to time promptly
upon receipt of bills or invoices relating thereto or when otherwise due or
payable.
(vi) Survival. The indemnity and contribution agreements contained in
this Section 3(f) shall remain in full force and effect regardless of any
investigation made by or on behalf of the Holder of the Registrable Shares, its
officers, directors, agents or any person who control the Holder as aforesaid,
and shall survive the transfer of such Registrable Shares by the Holder.
(g) Holdback Agreements. In connection with each underwritten sale of
Registrable Shares, each of the Company and the Holder agrees to enter into
customary holdback agreements concerning sale or distribution of the Registrable
Shares, provided, however, that the holdback period is for no more than 180 days
during any 12 month period.
(h) Other Registration of Common Stock. If any shares of Common Stock
required to be reserved for purposes of conversion of any class of Common Stock
into any other class of Common Stock require registration with or approval of
any governmental authority under any federal or state law (other than the
Securities Act) before such shares may be issued upon conversion, the Company
will, at its expense and as expeditiously as possible, use its best efforts to
cause such shares to be duly registered or approved, as the case may be.
(i) Availability of Information. At any time that any class of the
Company's Common Stock is registered under section 12(b) or section 12(g) of the
Exchange Act, the Company will comply with the reporting requirements of
sections 13 and 15(d) of the Exchange Act (whether or not it shall be required
to do so pursuant to such sections) and will comply with all other public
information reporting requirements of the SEC from time to time in effect. In
addition, the Company shall file such reports and information, and shall make
available to the public and to the Holder of the Registrable Shares such
information, as shall be necessary to permit the Holder to offer and sell the
Registrable Shares pursuant to the provisions of Rules 144 and 144A promulgated
under the Securities Act. The Company will also cooperate with Holder in
supplying such information as may be necessary for Holder to complete and file
any information reporting forms presently or hereafter required by the SEC as a
condition to the availability of an exemption from the registration provisions
of the Securities Act in connection with the sale of any Registrable Shares. The
Company will furnish to the Holder, promptly upon their becoming available,
copies of all financial statements, reports, notices and proxy statements sent
or made available generally by the Company to its stockholders, and copies of
all regular and periodic reports and all registration statements and
prospectuses filed by the Company with any securities exchange or with the SEC.
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(j) Other Registrable Securities. Absent the prior written consent of the
Holder, the Company shall not for a period of two years from the Closing Date
grant any registration rights that are senior to the registration rights of the
Holder under this Agreement. Holder acknowledges that the Company may permit its
other holders of securities, whether pursuant to an agreement or otherwise, to
include shares of Common Stock or other securities of the Company (the "Other
Registrable Securities") in a Registration.
(k) Subsequent Registration Statements. In the event the amount of shares
covered by a Registration is limited by the SEC, the Company: (i) shall register
the maximum number of Registrable Shares and Other Registrable Securities
permitted by the SEC, allocated among the Holder and the holders of Other
Registrable Securities in proportion to the amount previously included in the
Registration, and (ii) shall file additional registration statements (the
"Subsequent Registration Statements") covering the balance of the Registrable
Shares and Other Registrable Securities as soon as practicable in light of SEC
positions, rules and regulations. The Company shall use its best efforts to
cause any and all Subsequent Registration Statements to become effective within
seventy five (75) days after each such filing.
4. Expenses of Registration. All expenses incurred in connection with a
Registration of the Registrable Shares pursuant to this Agreement, including
without limitation all registration and qualification and filing fees, printing
expenses, fees and disbursements of counsel for the Company, shall be borne by
the Company. The Company shall not be responsible for the fees and disbursements
of counsel for the Holder. All Selling Expenses shall be borne by the Holder of
the Registrable Shares so registered and sold.
5. Miscellaneous.
(a) The Agreement shall not be transferable.
(b) This Agreement constitutes the entire agreement and understanding of
the parties with respect to the subject matter hereof, and supersedes any and
all prior negotiations, correspondence, agreements or understandings with
respect to the subject matter hereof.
(c) Amendments. This Agreement may not be amended, modified or terminated,
and no rights or provisions may be waived, except with the written consent of
the Holder and the Company.
(d) Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York. Each party hereby
irrevocably consents and submits to the jurisdiction of any New York State or
United States Federal Court sitting in the State of New York, County of New
York, over any action or proceeding arising out of or relating to this Agreement
and irrevocably consents to the service of any and all process in any such
action or proceeding by registered mail addressed to such party at its address
specified herein (or as otherwise noticed to the other party). Each party
further waives any objection to venue in New York and any objection to an action
or proceeding in such state and county on the basis of forum non conveniens.
Each party also waives any right to trial by jury.
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(e) Notices.
(i) Any notices, reports or other correspondence (hereinafter
collectively referred to as "correspondence") required or permitted to be given
hereunder shall be given in writing and shall be deemed effectively given upon
(a) personal delivery, (b) delivery by fax (with answer back confirmed), or (c)
two business days after mailing by recognized overnight courier (such as Federal
Express), addressed to a party at its address or sent to the fax number provided
below or at such other address or fax number as such party may designate by
three days' advance notice to the other party.
(ii) All correspondence to the Company shall be addressed as follows:
Lightspace Corporation
Xxxxxx, XX 00000
Attention: CEO
Fax Number:
with a copy to:
Xxxx & Hessen LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 000-000-0000
Attention: Xxxxx Xxxxxx
All correspondence to Holder shall be addressed as follows:
Illumination Design Works, Inc.
00 Xxxxxx Xx.
Xxxxxxx, XX 00000
(f) Injunctive Relief. The parties acknowledge and agree that in the event
of any breach of this Agreement, remedies at law may be inadequate, and each of
the parties hereto shall be entitled to seek specific performance of the
obligations of the other parties hereto and such appropriate injunctive relief
as may be granted by a court of competent jurisdiction.
(g) Attorney's Fees. If any action at law or in equity is necessary to
enforce or interpret any of the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.
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(h) Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be unenforceable under applicable law, such provision
shall be replaced with a provision that accomplishes, to the extent possible,
the original business purpose of such provision in a valid and enforceable
manner, and the balance of the Agreement shall be interpreted as if such
provision were so modified and shall be enforceable in accordance with its
terms.
(i) Counterparts. This Agreement may be executed in a number of
counterparts, any of which together shall for all purposes constitute one
Agreement, binding on all the parties hereto notwithstanding that all such
parties have not signed the same counterpart.
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SIGNATURE PAGE TO LIGHTSPACE CORPORATION
REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.
LIGHTSPACE CORPORATION
By:____________________________
Name:__________________________
Title:_________________________
ILLUMINATION DESIGN WORKS, INC.
By:____________________________
Name:__________________________
Title:_________________________
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