a21, Inc. / SuperStock, Inc.
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
February 22, 2005
Cohanzick High Yield Partners, LP
Cohanzick Absolute Return Master Fund, Ltd.
Cohanzick Credit Opportunities Fund, Ltd.
Xxxxxxx Capital, L.P.
c/o Cohanzick Management LLC
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Xx. Xxxx X. Xxxxxxxx
Spring Mountain Capital, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen,
The purpose of this letter is to confirm certain understanding in connection
with the refinancing of certain existing obligations of SuperStock, Inc. and
a21, Inc.
1. The following Convertible Subordinated Notes issued by SuperStock, Inc. as of
February 29, 2004 are being repaid in their entirety as of the date hereof:
a. $200,000 to Cohanzick High Yield Partners, LP;
b. $100,000 to Cohanzick Absolute Return Master Fund, Ltd.;
c. $250,000 to Cohanzick Credit Opportunities Master Fund, Ltd.;
d. $450,000 to Xxxxxxx Capital, L.P.; and
e. $250,000 to Xxxx X. Xxxxxxxx.
2. The Exchange Agreements dated as of the 29th day of February, 2004 entered
into by and among SuperStock, Inc., a21, Inc. and each of Cohanzick High Yield
Partners, LP, Cohanzick Absolute Return Master Fund, Ltd., Cohanzick Credit
Opportunities Master Fund, Ltd., Xxxxxxx Capital, L.P. and Xxxx X. Xxxxxxxx are
terminated as of the date hereof.
3. The following Common Stock Purchase Warrants issued by a21, Inc. as of
February 29, 2004 are being assigned to Cohanzick Credit Opportunities Master
Fund, Ltd., Xxxxxxx Capital, L.P. and Xxxx X. Xxxxxxxx as of the date hereof:
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a. 50,000 shares at $0.45 to Cohanzick High Yield Partners, LP;
b. 25,000 shares at $0.45 to Cohanzick Absolute Return Master Fund,
Ltd.;
c. 50,000 shares at $0.90 to Cohanzick High Yield Partners, LP;
d. 25,000 shares at $0.90 to Cohanzick Absolute Return Master Fund,
Ltd.;
e. 50,000 shares at $1.35 to Cohanzick High Yield Partners, LP; and
f. 25,000 shares at $1.35 to Cohanzick Absolute Return Master Fund,
Ltd.
Thereafter, all of the Common Stock Purchase Warrants issued by a21, Inc. and
held by Cohanzick Credit Opportunities Master Fund, Ltd., Xxxxxxx Capital, L.P.
and Xxxx X. Xxxxxxxx shall be amended and restated to be in the form (including
denominations, exercise price, etc.) attached hereto as collective Exhibit A.
Please acknowledge your agreement with all of the foregoing by signing this
letter where indicated below and returning a copy to me.
Very truly yours,
/s/ Xxxxxx Xxxxx
----------------------------------------
Xxxxxx Xxxxx
President, a21, Inc.
Chief Executive Officer, SuperStock, Inc.
Agreed and Accepted:
Cohanzick High Yield Partners, XX Xxxxxxx Capital, L.P.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent Title: Authorized Agent
Cohanzick Absolute Return
Master Fund, Ltd.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxxx
--------------------------------- ----------------------------------
Name: Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx
Title: Authorized Agent
Cohanzick Credit Opportunities
Master Fund, Ltd.
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent
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Exhibit A
Common Stock Purchase Warrants held by Cohanzick Credit Opportunities Master
Fund, Ltd., Xxxxxxx Capital, L.P. and Xxxx X. Xxxxxxxx.
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