WARRANT AGREEMENT Dated as of [ ], 2006Warrant Agreement • February 14th, 2006 • Lightspace Corp • 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").
SECURITY AGREEMENTSecurity Agreement • February 14th, 2006 • Lightspace Corp • 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.
LIGHTSPACE CORPORATION AMENDED AND RESTATED SECURITYHOLDER DEBT AND EQUITY CONVERSION AND EXCHANGE AGREEMENTConversion and Exchange Agreement • February 14th, 2006 • Lightspace Corp • 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 • February 14th, 2006 • 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 February 15, 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 • February 14th, 2006 • 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.
