VISION OPPORTUNITY MASTER FUND, LTD.Note and Warrant Purchase Agreement • March 22nd, 2007 • Intelligentias, 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 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 applicab
