VISION OPPORTUNITY MASTER FUND, LTD.
VISION
OPPORTUNITY MASTER FUND, LTD.
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Xxxxxxxxxxxxxx,
Inc.
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Attn:
Chief Executive Officer
Re: Note
and Warrant Financing
Gentlemen:
Reference
is made to (i) the Note and Warrant Purchase Agreement dated as of December
7,
2006 (the “Purchase
Agreement”)
by and
between Intelligentias, Inc. (formerly Merchandise Creations, Inc.), a Nevada
corporation (the “Company”),
and
Vision Opportunity Master Fund, Ltd. (the “Investor”),
pursuant to which the Investor purchased from the Company a secured convertible
promissory note in
the
principal amount of $8,000,000
(the
“Note”)
and a
Series A Warrant, Series J Warrant and Series B Warrant (collectively, the
“Warrants”),
as
described in the Purchase Agreement, and (ii) the Registration Rights Agreement
dated as of December 7, 2006 by and between the Company and the Investor (the
“Registration
Rights Agreement”,
and,
together with the Purchase Agreement, the Warrants and the other transaction
documents set forth in the Purchase Agreement, the “Transaction
Documents”).
Capitalized terms used and not otherwise defined herein shall have the meanings
given such terms in the applicable Transaction Documents.
In
consideration of the Investor converting the Note in full before the Maturity
Date into shares of Common Stock, the Company shall issue to the Investor
1,750,000 restricted shares of Common Stock (the “Restricted
Shares”).
The
Company agrees to register the Restricted Shares on the Registration Statement
and that the Restricted Shares shall constitute Registrable Securities under
the
Registration Rights Agreement. The parties agree that each of the Company and
the Investor shall be entitled to all of the rights and protections and subject
to all of the obligations set forth in the Registration Rights Agreement with
respect to the Restricted Shares.
This
letter agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and
the same instrument. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.
Kindly
acknowledge your agreement to the foregoing by signing in the place indicated
below.
Very
truly yours,
VISION
OPPORTUNITY MASTER FUND, LTD.
By:
___________________________
Name:
Title:
Acknowledged
and agreed:
By:
___________________________
Name:
Title:
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