Spatialight Inc Watch

from 8-K 11 pages Each of the Undersigned Hereby Request That You Act as Escrow Agent (The “Escrow Agent”) in Connection With the Waiver, Rescission and Settlement Agreement the (“Settlement Agreement”) Dated the Date Hereof by and Between the Undersigned (The “Investors”) and Spatialight, Inc., a New York Corporation (“Spatialight”). Except as Otherwise Specifically Provided Herein, the Obligations of the Investors Hereunder Shall Be Several and Not Joint. Unless Otherwise Defined Herein, the Capitalized Terms Utilized Herein Shall Have the Meanings Ascribed to Such Terms in the Settlement Agreement. as Used in This Escrow Agreement, the Following Terms Have the Meanings Set Forth Below: Each Investor and Spatialight Will Deliver to the Escrow Agent and the Escrow Agent Is Hereby Authorized and Directed to Receive and Hold the Following Common Shares (The “Escrow Shares”) and to Distribute the Escrow Shares as Set Forth in This Escrow Agreement

from 8-K 13 pages Waiver, Rescission and Settlement Agreement

from 8-K 8 pages First Amendment to Registation Rights Amendment

from 8-K 8 pages First Amendment to Registation Rights Amendment

from 8-K 8 pages This Waiver (The "Agreement"), Is Made and Entered Into as of February 23, 2007 by and Between Spatialight, Inc., a New York Corporation (The “Seller”), and Iroquois Master Fund Ltd. (The “Purchaser”)

from 8-K 8 pages This Waiver (The "Agreement"), Is Made and Entered Into as of February 23, 2007 by and Between Spatialight, Inc., a New York Corporation (The “Seller”), and Southshore Capital Fund, Ltd. (The “Purchaser”)

from 8-K 8 pages This Waiver (The "Agreement"), Is Made and Entered Into as of February 23, 2007 by and Between Spatialight, Inc., a New York Corporation (The “Seller”), and Southridge Partners L.P. (The “Purchaser”)

from 8-K 8 pages Securities Purchase Agreement

from 8-K 8 pages This Waiver (The "Agreement"), Is Made and Entered Into as of February 23, 2007 by and Between Spatialight, Inc., a New York Corporation (The “Seller”), and Enable Growth Partners LP (The “Purchaser”)

from 8-K 8 pages This Waiver (The "Agreement"), Is Made and Entered Into as of February 23, 2007 by and Between Spatialight, Inc., a New York Corporation (The “Seller”), and Enable Opportunity Partners LP (The “Purchaser”)

from 8-K 8 pages Securities Purchase Agreement

from 8-K 8 pages Securities Purchase Agreement

from 8-K 8 pages Securities Purchase Agreement

from 8-K 8 pages Securities Purchase Agreement

from 8-K 8 pages Securities Purchase Agreement

from S-3/A 1 page Argyle Capital Management Corporation 14 East 82nd Street New York, Ny 10028 February 9, 2007

from S-3/A 7 pages 1. the Investors Hereby Waive the Requirement That the Company File a Registration Statement (As Defined in the Registration Rights Agreement) Relating to the Registrable Securities (As Defined in the Registration Rights Agreement) on or Before the Filing Date (As Defined in the Registration Rights Agreement), the Failure of the Registration Statement to Be Declared Effective by the Commission by the Effectiveness Date (As Defined in the Registration Rights Agreement), and Each and Every Default That Has Occurred and Is Continuing or Hereafter Occurs Under the Investment Agreements as a Result of the Removal of the Registrable Securities From the Shelf Registration Statement

from 8-K 3 pages Exhibit D Form of Lock-Up Agreement

from 8-K 18 pages Common Stock Purchase Warrant Spatialight, Inc

from 8-K 18 pages Common Stock Purchase Warrant Spatialight, Inc