EXHIBIT A REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2006 • Spatialight Inc • Photographic equipment & supplies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 29, 2006, among SpatiaLight, Inc., a New York corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT SPATIALIGHT, INC.Spatialight Inc • December 5th, 2006 • Photographic equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Southridge Partners LP (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 181st day following the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SpatiaLight, Inc., a New York corporation (the “Company”), up to One Million Three Hundred Sixty Thousand (1,360,000) shares (the “Warrant Shares”) of common stock, par value $.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2006 • Spatialight Inc • Photographic equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2006, among SpatiaLight, Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT D FORM OF LOCK-UP AGREEMENTSpatialight Inc • December 5th, 2006 • Photographic equipment & supplies • New York
This letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Purchasers and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. The undersigned hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by r
