puredepth_8k-ex1021.htm


     

    Exhibit
      10.21

     

    
      


      K
        ONE W ONE LTD.

      


      WAIVER
        AGREEMENT

      PureDepth,
        Inc.

      


      


      1.           Holder
        Representations.   K One W One Ltd, its successors and
        assigns (the “Holder”) is the holder of (a) shares of Common Stock (“Common
        Stock”) of the PureDepth, Inc. (the “Company”) and (b) warrants to purchase
        shares of Common Stock (each such warrant, a “Warrant”)(collectively the Common
        Stock and Warrants may be referred to as the “Securities”).  The
        Holder is the sole and lawful owner of all right, title and interest in and
        to
        each such Securities, and is duly authorized to enter into this Waiver Agreement
        (the “Agreement”).  This Agreement, when executed by the Holder, will
        constitute a valid and binding obligation of the Holder enforceable in
        accordance with its terms.

      


      2.           Agreement.  For
        consideration, the receipt and adequacy of which hereby is acknowledged,
        the
        Holder hereby agrees as follows:

       

      (a)           Waiver
        of Registration Rights.  The Holder hereby waives any and all
        rights (whether pursuant to a subscription agreement, a warrant agreement
        or any
        other written or oral agreement with the Company) to obligate the Company
        to (i)
        register any securities of the Company held by the Holder as of the date
        hereof,
        including without limitation the Common Stock and any shares issued or issuable
        upon exercise of any Warrants, or (ii) provide notice to the Holder or take
        any
        other action with respect to any registration of securities of the
        Company.

       

      (b)           Except
        as modified by this Agreement, all terms and conditions of the Warrants shall
        remain in full force and effect.

      


      2.           Miscellaneous.  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware without regard to its conflicts-of-law
        provisions.  This Agreement may be executed in counterparts, each of
        which shall be deemed an original and all of which taken together shall
        constitute one and the same instrument.  The provisions of this
        Agreement shall extend to and be binding upon the legal successor and assigns
        of
        the parties hereto.

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN
        WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
        executed and delivered by each of them or their respective officers thereunto
        duly authorized, all as of the dates set forth below (the latter of which
        shall
        be deemed the effective date of this Agreement).

      


       

      
        	 	
                COMPANY:

              
	 	 
	 	
                PUREDEPTH,
                  INC.

              
	 	
                 

                By:
                  /s/ Jonathan J. McCaman

              
	 	
                Jonathan
                  J. McCaman, Chief Financial Officer

                 

                Date:  August
                  2, 2007

              


      

      


       

      
        	 	
                HOLDER:

              
	 	 
	 	
                K
                  One W One, Ltd.

              
	 	 
	 	
                By:
                  /s/ Bryan Mayo-Smith

              
	 	
                 

                Name:
                  Bryan
                  Mayo-Smith                                                                    

                 

                Title:
                  Director                                                                    

              
	 	 
	 	
                Date:  July
                  31, 2007

              


      

       

       

      


       

    

    
      Page
        2 of
        2