Exhibit 10.17
AGREEMENT
This Agreement is effective the 23nd day of August, 2007 by and between
LIGHTSPACE CORPORATION, 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, telephone
000-000-0000, email xxxxxxxxx@xxxxxxxxxxxxxx.xxx, herein "Lightspace"; and Xxx
Xxxxxxxxx, 000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxxx, XX 00000, telephone 000-000-0000
(cell), email xxxxxxxxxxxx@xxxxx.xxx, herein "Xxxxxxxxx." Such addresses and
telephone numbers may be changed by notice to the other party. This agreement
supersedes any prior agreement between the parties. It is a complete agreement
binding on the parties, their heirs successors and assigns.
1. EXPENSES. Lightspace will reimburse Xxxxxxxxx immediately (within 10 days of
Xxxxxxxxx submitting a request for reimbursement) for all out-of-pocket expenses
he incurs on behalf of Lightspace.
2. COMPENSATION. Lightspace will compensate Xxxxxxxxx immediately (within 10
days of Xxxxxxxxx submitting a statement of days worked) for mutually approved
part-time consultation at the rate of $2,500 per day for any day that Xxxxxxxxx
devotes substantial time to Lightspace, including travel time.
3. WARRANTS. Lightspace agrees to grant immediately to Xxxxxxxxx warrants at
such time as Xxxxxxxxx expresses by written notice (email or letter by mail or
fax) to Lightspace a willingness to serve on the board of directors of
Lightspace. Such warrants will be collectively for 3.5% (1,362,085) of the fully
diluted shares of Lightspace at the time of the grant. The exercise price of
warrants as issued will be the current fair market value of the common shares at
the time the warrants are issued to Xxxxxxxxx. "Fully diluted" includes all
shares, including without limitation those outstanding or to be issued,
warrants, rights, options or other claims on the stock of Lightspace. Said
warrants will lapse after 5 years and vest pro rata over 4 years at the rate of
1/48 each month in accordance with the aforementioned order. They cease to vest
at any time Xxxxxxxxx or Lightspace gives notice to the other party that the
consultation is terminated (and either party is free to terminate at will
without justification or recourse). In the event that there is a change of
control (more than 35% is owned by any group acting in concert or as an
individual), other than Xxxx Xxxxxxxxx, then all of the aforementioned warrants
become fully vested. After notice from Xxxxxxxxx, Lightspace will issue warrants
in written form signed by the appropriate officers to Xxxxxxxxx reflecting these
terms. Xxxxxxxxx (or his representative in the event of his disability or death)
has one year after termination to exercise and buy the shares vested at the time
of termination by notice to Lightspace followed by payment to Lightspace within
30 days of notice by Xxxxxxxxx of exercise (or he can buy vested shares any time
ahead of termination). As soon as a plan of options is in place, then options
will be used in lieu of warrants and will be tax free at the time of grant to
the extent reasonably possible. To the extent reasonably possible, the shares
exercisable by the warrants and options contemplated herein will be registered
and freely tradable if Lightspace at the time has stock registered with the SEC
which is freely tradable on public markets, and Lightspace will use best efforts
to keep its SEC filings timely and effective as required by law during the time
the warrants and options are outstanding.
(Signature Page to Follow)
4. REPRESENTATION. Lightspace represents that there are adequate shares
authorized and in reserve to cover the warrants and any options (and will be
maintained until the warrants or options are exercised or lapse) and that this
agreement is legal and properly approved. Lightspace has independent legal
counsel and is not relying on Xxxxxxxxx for legal advice now or in the future.
IN WITNESS WHEREOF, the parties have executed their agreement.
LIGHTSPACE CORPORATION XXX XXXXXXXXX
By: _________________________ By: ____________________
Xxxx Xxxxxxxx, CEO Xxx Xxxxxxxxx, as an individual
