SECURITIES PURCHASE AGREEMENT THE PURCHASERS OF THE NOTES NAMED HEREIN QUEEQUEG PARTNERS, L.P., as Agent a21, INC. and SUPERSTOCK, INC. Dated: April 27, 2006Securities Purchase Agreement • May 3rd, 2006 • A21 Inc • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2006, by and among a21, Inc., a Texas corporation (“a21”), and Superstock, Inc., a Florida corporation (“Superstock” and, together with a21, individually, and collectively, the “Company”), the purchasers set forth on Exhibit A hereto (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), purchasers that hereinafter become a party hereto in accordance with the terms of a joinder agreement on terms and conditions reasonably acceptable to the Company and the Initial Purchasers (as defined herein) (each a “Future Purchaser” and, collectively, the “Future Purchasers” and together with the Initial Purchasers, collectively, the “Purchasers”) and Queequeg Partners, L.P., as agent for itself and the Other Purchasers (the “Agent”).
MASTER SECURITY AGREEMENTMaster Security Agreement • May 3rd, 2006 • A21 Inc • Services-business services, nec • New York
SECURED CONVERTIBLE TERM NOTESecured Convertible Term Note • May 3rd, 2006 • A21 Inc • Services-business services, nec • New York
This Secured Convertible Term Note (the “Note”) is intended to be a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and the Companies (or their agent) shall register the Note (and thereafter shall maintain such registration) as to both principal and any stated interest. Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of principal or stated interest thereunder) may only be effected by (i) surrender of this Note and either the reissuance by the Companies of this Note to the new holder or the issuance by the Companies of a new instrument to the new holder, or (ii) transfer through a book entry system maintained by the Companies (or their agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2006 • A21 Inc • Services-business services, nec • New York
This Agreement is made pursuant to the Securities Purchase Agreement (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”) and the Master Security Agreement (as amended, modified or supplemented from time to time, the “Security Agreement”), each dated as of the date hereof, by and among Agent, the Company and various subsidiaries of the Company, and pursuant to the Notes referred to therein.
