ContractSecurities Agreement • March 10th, 2008 • Lightscape Technologies Inc. • Miscellaneous electrical machinery, equipment & supplies
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2008 • Lightscape Technologies Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2008, among Lightscape Technologies Inc., a Nevada corporation (collectively with its predecessors, the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2008 • Lightscape Technologies Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of March __, 2008, by and among Lightscape Technologies Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
ESCROW AGREEMENTEscrow Agreement • March 10th, 2008 • Lightscape Technologies Inc. • Miscellaneous electrical machinery, equipment & supplies • Virginia
This Escrow Agreement, dated as of March 9, 2008 (this “Agreement”), is entered into by and among Lightscape Technologies Inc., a Nevada corporation (the "Company"), Roth Capital Partners, LLC (the "Placement Agent") and TRISTATE TITLE & ESCROW, LLC, with its principal offices located at 360 Main Street, Washington, VA 22747 (the “Escrow Agent”). The Placement Agent and the Company are sometimes each referred to herein as an "Escrowing Party" and collectively, the "Escrowing Parties."
