NEITHER THIS WARRANT NOR ANY OF THE WARRANT SHARES, NOR ANY INTEREST OR PARTICIPATION IN EITHER, MAY BE IN ANY MANNER TRANSFERRED OR DISPOSED OF, IN WHOLE OR IN PART, EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Warrant Agreement • February 22nd, 2005 • Lighting Science Group Corp • Services-skilled nursing care facilities • New York
This Warrant, dated as of February 15, 2005, certifies that, for good and valuable consideration, Lighting Science Group Corporation, a Delaware corporation (the “Company”), hereby grants to Giuliani Capital Advisors LLC (“GCA”), together with any permitted transferee (the “Holder” or “Holders”) of this Warrant or Warrant Shares (as defined below), subject to the terms and conditions set forth herein, the right to subscribe for and purchase from the Company up to 1,650,000 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), as set forth below (the “Warrant Shares”), at the purchase price of $0.60 per share (the “Exercise Price”). The Exercise Price and the number of Warrant Shares are subject to adjustment from time to time as provided in Section 5. This Warrant is issued in consideration and as a part of that certain engagement agreement, dated of even date herewith, between the Company and GCA (the “Agreement”).
ContractFinancial Advisory Agreement • February 22nd, 2005 • Lighting Science Group Corp • Services-skilled nursing care facilities
February 15, 2005 PRIVATE & CONFIDENTIAL Mr. Ron Lusk Chairman & CEO Lighting Science Group Corporation 2100 McKinney Ave Suite 1555 Dallas, Texas 75201 Dear Mr. Lusk: This letter agreement (this “Agreement”) will confirm the understanding between Lighting Science Group Corporation (“Company” or “LSG”) and Giuliani Capital Advisors LLC (“GCA”), an affiliate of Giuliani Partners LLC (“GP”), with regard to the engagement of GCA to act as financial advisor to the Joint Venture (as defined herein) in its capital raising efforts (“Transaction”) and to provide certain other services to the Company. Our Services The Company has requested that GCA assist in the following: Serve as nonexclusive financial advisor to Lighting Science and assist in evaluating various financial and organizational structures relating to the different market opportunities, Advise the Company on alternative sources of debt and equity capital available to fund L.E.D. lighting product roll-out through various distributi
