REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 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 19th, 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”).
Re: Note and Warrant FinancingNote and Warrant Purchase Agreement • December 19th, 2006 • Merchandise Creations, Inc. • Services-business services, nec
Reference is made to (i) the Note and Warrant Purchase Agreement dated as of December 7, 2006 (the “Purchase Agreement”) by and between 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 (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 listed 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.
