Exhibit 1.3a
AMENDMENT No. 1 to WARRANT AGREEMENT, dated as of the 30th day of April,
2007, between LIGHTSPACE CORPORATION, a Delaware corporation (the "Company"),
and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant
Agent").
W I T N E S S E T H:
WHEREAS, the Company and Warrant Agent are parties to a Warrant Agreement
dated as of May 5, 2006 (as amended, restated, supplemented or otherwise
modified from time to time, the "Warrant Agreement");
WHEREAS, The Company now desires to sell in a private placement pursuant to
the Unit Subscription Agreement, dated April 11, 2007 (the "Subscription
Agreement") up to six hundred thousand (600,000) units (the "Units"), each Unit
consisting of (1) eight shares of Common Stock, (ii) eight warrants to purchase
one share of Common Stock at $1.00 per share, (iii) two Warrants to purchase one
share of Common Stock at $1.25 per share and (iv) two Warrants to purchase one
share of Common Stock at $1.63 per share (all such Warrants referred to as
collectively the "April 2007 Warrants"). The April 2007 Warrants will have the
same terms as the $1.00 Unit Warrants, $1.25 Unit Warrants and $1.63 Unit
Warrants, respectively, currently issued pursuant to the Warrant Agreement.
WHEREAS, the Company desires to provide for the issuance of certificates
representing the Warrants; and
WHEREAS, the Company desires the Warrant Agent to continue to act on behalf
of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer and exchange of certificates representing
the Warrants and the exercise of the Warrants.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for the purpose of defining the terms and provisions
of the Warrants and the certificates representing the Warrants and the
respective rights and obligations thereunder of the Company, the Underwriters,
the holders of certificates representing the Warrants and the Warrant Agent, the
parties hereto agree to amend the Warrant Agreement as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Warrant Agreement.
2. Amendment to Warrant Agreement. The Warrant Agreement is hereby amended
as follows:
(a) The Warrants shall be deemed to include the April 2007 Warrants.
3. Effect on the Warrant Agreement.
(a) Each reference in the Warrant Agreement to "Warrants" shall mean
and include the April 2007 Warrants as defined above.
(b) Each reference in the Warrant Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Warrant Agreement as amended hereby.
(c) Except as specifically amended herein, the Warrant Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(d) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of Company, nor constitute
a waiver of any provision of the Warrant Agreement, or any other documents,
instruments or agreements executed and/or delivered under or in connection
therewith.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to
conflicts of laws.
5. Counterparts; Facsimile. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Warrant Agreement to be duly executed as of the date first above written.
[SEAL]
LIGHTSPACE CORPORATION CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent
By: By:
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▇▇▇▇ ▇▇▇▇▇▇▇▇, President