MERGER AGREEMENTMerger Agreement • May 19th, 2006 • A21 Inc • Services-business services, nec • New York
GUARANTYGuaranty • May 19th, 2006 • A21 Inc • Services-business services, nec • New York
Reference is made to those certain Promissory Notes dated as of May 15, 2006 collectively, (the “Notes”) in the aggregate principal amount of $2,350,000 (as such principal amount may be increased or decreased pursuant to the Merger Agreement dated as of May 15, 2006 by and among a21, Inc., a Texas corporation (the “Guarantor”), AE Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Guarantor, ArtSelect, Inc., a Delaware corporation (“Borrower”), the noteholders set forth on Exhibit A attached hereto (each, a “Lender” and collectively the “Lenders”), and Udi Toledano, as stockholder representative), made by Borrower in favor of the Lenders. Udi Toledano acts as administrative and collateral agent for Lenders under the terms of the Notes (in such capacity “Administrative Agent”).
ContractCommon Stock Purchase Warrant • May 19th, 2006 • A21 Inc • Services-business services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractPromissory Note • May 19th, 2006 • A21 Inc • Services-business services, nec • New York
THIS NOTE IS SUBJECT TO THE INTERCREDITOR AGREEMENT, DATED AS OF THE DATE HEREOF AMONG THE MAKER, THE STOCKHOLDER REPRESENTATIVE (AS DEFINED HEREIN) AND QUEEQUEG PARTNERS, L.P., AS AGENT (THE “AGENT”) UNDER WHICH THE PRIORITY OF THE SECURITY INTEREST GRANTED PURSUANT TO THIS NOTE IS SUBORDINATED IN THE MANNER SET FORTH THEREIN TO THE SECURITY INTEREST IN THE COLLATERAL (AS DEFINED HEREIN) GRANTED TO THE AGENT.
EXCHANGE AGREEMENTExchange Agreement • May 19th, 2006 • A21 Inc • Services-business services, nec • New York
This Exchange Agreement (the “Agreement”), dated as of the 15th day of May, 2006, is made and entered into by and among a21, Inc., a Texas corporation (“a21”) and the persons signatory hereto, (collectively the “Shareholders”).
