ContractMerchandise Creations, Inc. • December 12th, 2006 • Services-business services, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2006 • Merchandise Creations, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2006, by and among Merchandise Creations, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of December 7, 2006 by and among MERCHANDISE CREATIONS, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • December 12th, 2006 • Merchandise Creations, Inc. • Services-business services, nec • New York
This NOTE AND WARRANT PURCHASE AGREEMENT dated as of December 7, 2006 (this “Agreement”) by and among Merchandise Creations, Inc., a Nevada corporation (the “Company”), and each of the purchasers of the secured convertible demand promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
ESCROW AGREEMENTEscrow Agreement • December 12th, 2006 • Merchandise Creations, Inc. • Services-business services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of December 7, 2006, by and among Merchandise Creations, Inc., a Nevada corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”) and the other purchasers signatory hereto (collectively with Vision, the “Purchasers”), and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
