AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 30, 2005 BY AND AMONG ITEX CORPORATION, BXI EXCHANGE, INC., BXI ACQUISITION SUB, INC. AND THE INTAGIO GROUP, INC.Merger Agreement • July 6th, 2005 • Itex Corp • Services-business services, nec • Delaware
SENIOR SUBORDINATED SECURED PROMISSORY NOTESenior Subordinated Secured Promissory Note • July 6th, 2005 • Itex Corp • Services-business services, nec • California
This Senior Subordinated Secured Promissory Note (this “Note”) is one of a series of notes (collectively, the “Merger Notes”) that is being delivered pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”),dated as of June 30, 2005, by and among ITEX Corporation, a Nevada corporation (“Maker”), BXI Exchange, Inc., BXI Acquisition Sub, Inc., and The Intagio Group, Inc. (the “Stockholders’ Representative”). The Merger Notes are being issued as non-negotiable senior subordinated secured obligations of Maker and rank senior to all of Maker’s other obligations, whether now existing or hereinafter incurred or created, except that the Merger Notes are subordinated to the Bank Debt (as defined in Section 2 hereof) as set forth herein. This Note ranks pari passu with the other Merger Notes in all respects. The payment of all amounts due under this Note, including interest accrued thereon, is secured pursuant to the terms of that certain Security Agreement, dated as of Jun
