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Commission
File No.: 000-51285
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a21,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE 74-2896910
----------------------- ------------------------
(State
or Other Jurisdiction
of (I.R.S.
Employer
Incorporation
or
Organization) Identification
Number)
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TABLE
OF CONTENTS
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PART
III
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ITEM 10. Directors, Executive
Officers, Promoters, Control Persons and Corporate
Governance
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3
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ITEM 11. Executive
Compensation
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5
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ITEM 12. Security Ownership of
Certain Beneficial Owners and Management Related Stockholder
Matters
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11
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ITEM 13. Certain Relationships
and Related Transactions and Director Independence
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13
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ITEM 14. Principal Accountant
Fees and Services
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14
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PART
IV
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ITEM 15. Exhibits, Financial
Statement Schedules
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15
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Name
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Age
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Position
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John
Z. Ferguson
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42
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Chief
Executive Officer, Director
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Thomas
Costanza
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42
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Chief
Financial Officer
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Bruce
D. Slywka
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39
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Executive
Vice President, Sales and Marketing
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John
O. Hallberg
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51
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Director
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Laura
B. Sachar
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45
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Director
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Name
and Principal Position
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Year
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Salary
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Bonus
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Restricted
Stock Awards
[1]
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Option
Awards
[1]
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All
Other Compensation
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Total
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||||||||||||||||||
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John
Z. Ferguson
Chief
Executive Officer (a)
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2007
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$ | 250,000 | $ | - | $ | 45,000 | $ | 32,456 | - | $ | 327,456 | |||||||||||||
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2006
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46,875 | 59,615 | 9,375 | 5,694 | - | 121,559 | |||||||||||||||||||
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Thomas
Costanza
Chief
Financial Officer (e)
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2007
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141,667 | - | 24,752 | 23,345 | - | 189,764 | ||||||||||||||||||
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2006
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118,437 | 35,000 | 5,156 | 33,445 | 13,800 | 205,838 | |||||||||||||||||||
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Bruce
D. Slywka
Executive
Vice President (d)
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2007
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173,852 | 15,000 | 20,124 | - | - | 208,976 | ||||||||||||||||||
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2006
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- | - | - | - | - | - | |||||||||||||||||||
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Philip
N. Garfinkle
Executive
Chairman (b), (c)
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2007
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106,933 | 37,125 | 110,894 | 83,460 | 96,250 | 434,662 | ||||||||||||||||||
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2006
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104,808 | 77,846 | 31,947 | 140,688 | - | 355,289 | |||||||||||||||||||
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[1]
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See
Note B[22] of the Notes to our Consolidated Financial Statements contained
in our 2007 Form 10-K filed on March 31, 2008, for the assumptions
utilized in computing share-based
compensation.
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(a)
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Compensation
from Restricted Stock Awards and Stock Options Awards for the years ended
December 31, 2007 and 2006, are related to the vesting of 500,000
restricted shares of our common stock and to the vesting of options to
purchase 500,000 shares of our common stock at a purchase price of $0.275
per share. Options to purchase 62,500 shares and 62,500
restricted shares vested on the six month anniversary date of the
effective date of Mr. Ferguson’s employment agreement, which was October
9, 2006, and the remainder of the options and restricted stock will vest
in forty-two equal monthly installments on the first day of each month
thereafter such that all of such options and restricted stock will be
vested by the forty-eight month anniversary date of the employment
agreement. The options expire on October 9, 2011. For the
purpose of recognizing share-based compensation, SFAS No. 123(R), Share Based Payment,
requires that the vesting expense be recognized over the requisite service
period, which for Mr. Ferguson is thirty-six months. Therefore,
share-based compensation has been recognized over the remainder period of
thirty months. Pursuant to his employment agreement, Mr.
Ferguson received $25,000 signing bonus during the year ended 2006, with
the remainder bonus payment of $20,000 being an annual bonus as described
in the agreement.
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(b)
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Compensation
from Restricted Stock Awards and Stock Option Awards for the years ended
December 31, 2007 and 2006, are related to the vesting of 500,000
restricted shares of our common stock and to the vesting of options to
purchase 500,000 shares of our common stock at a purchase price of $0.275
per share, which were granted pursuant to his employment agreement
effective October 9, 2006. The agreement stipulated that
214,280 of the 500,000 options to purchase shares of common stock, and
214,280 of the 500,000 restricted shares granted, would vest on the six
month anniversary of the effective date of Mr. Garfinkle’s employment
agreement, with the remainder of the options and restricted stock vesting
in monthly installments on the first day of each month thereafter such
that all of such options and restricted stock were fully vested at
December 31, 2007, the termination date of the original employment
agreement (see Note (c) below). The options expire on October
9, 2011. Compensation from Stock Option Awards for the year
ended December 31, 2006, also includes vesting of options to purchase
400,000 shares of common stock granted on June 19, 2006, which vested on
December on 31, 2006, and will which expire on June 19,
2011.
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(c)
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We
no longer employ Mr. Garfinkle, nor does he serve any longer as a member
of our Board of Directors. Pursuant to the terms of a
separation agreement (the “Separation Agreement”), between a21, Inc. (the
“Company”) and Philip N. Garfinkle, dated August 8, 2007, Mr. Garfinkle
resigned from his position as the Company’s Executive Chairman and as our
director, and from any other positions he held with the Company or its
subsidiaries as of the date of the Separation
Agreement. Pursuant to the Separation Agreement, he received an
amount equal to seven (7) month’s salary, which was an aggregate of
$96,250, paid in installments over such seven (7) month
period. He also received a bonus pursuant to the terms of his
prior employment agreement in the amount of $37,125. In
addition, all of Mr. Garfinkle’s vested stock options are exercisable
after the effective date of the Separation Agreement in accordance with
the terms of his prior employment agreement. After the option
expiration date, all of his unexercised options shall be
cancelled. All of Mr. Garfinkle’s unvested shares of restricted
common stock as of the effective date of the Separation Agreement were
fully vested at December 31, 2007.
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(d)
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The
$15,000 signing bonus was paid to Mr. Slywka pursuant to his employment
agreement dated January 8, 2007. Compensation from Restricted
Stock Awards is related to the vesting of 350,000 restricted shares of our
common stock granted to Mr. Slywka pursuant to his employment
agreement. Of the 350,000 restricted shares granted, 43,750
shares vested on the six month anniversary of his employment agreement,
the remainder of which will vest in forty-two equal monthly installments
on the first day of each month thereafter such that all of such options
and restricted stock will be vested by the forty-eight month anniversary
of the date of the agreement.
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(e)
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We
entered into an employment agreement with Thomas Costanza, our Chief
Financial Officer, dated as of January 3, 2006. The agreement continues
for a term of 36 months unless earlier terminated in accordance with its
terms. Pursuant to the agreement, Mr. Costanza is entitled to receive
an annual base salary of $114,000, subject to increases as shall be
determined by the Chief Executive Officers of a21 and SuperStock. Pursuant
to the agreement, Mr. Costanza was granted an option to purchase
165,000 shares of our common stock at a purchase price of $0.34 per share.
The options are exercisable as to 25% of the total shares represented
thereby on each of June 30, 2006, December 31, 2006, June 30, 2007, and
December 31, 2007. The employment agreement also (1) provides that the
stock options granted shall vest immediately upon a change in control, as
defined, and (2) includes a confidentiality covenant, a non-competition
covenant and contains a prohibition on the solicitation of the employees,
suppliers, vendors and customers of a21 and SuperStock. On July 20, 2006,
and effective as of July 1, 2006, Mr. Costanza was granted an annual
base salary increase to $135,000. Also on July 20, 2006, Mr. Costanza was
granted options to purchase 200,000 shares of our common stock at a
purchase price of $0.65 per share. The options are exercisable
as to 25% of the total shares represented thereby on each of January 20,
2007, July 20, 2007, January 20, 2008, and July 20, 2008. On
October 26, 2006, Mr. Costanza was granted 275,000 restricted shares of
our common stock. 45,833 restricted shares will vest on the six month
anniversary date of the grant date and the remainder of the restricted
stock will vest in thirty equal monthly installments on the first day of
each month thereafter. Effective October 16, 2007, Mr. Costanza
was granted an annual base salary increase to $175,000. For 2006,
Other Compensation of $13,800 represents relocation costs paid by the
Company.
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Option
Awards
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Stock
Awards
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Name
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Number
of Securities Underlying Unexercised Options (#)
Excercisable
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Number
of Securities Underlying Unexercised Options (#)
Unexcercisable
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Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
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Option
Exercise Price ($)
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Option
Expiration Date
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Number
of Shares of Stock That Have Not Vested (#)
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Market
Value of Shares of Stock That Have Not Vested ($)
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John
Z. Ferguson (a)
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179,167 | 320,833 | - | $ | 0.275 |
October
2011
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320,833 | $ | 9,600 | |||||||||||||||||||
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Thomas
Costanza (c)
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100,000 | 100,000 | - | - | - | 168,055 | 5,000 | |||||||||||||||||||||
| Thomas Costanza (c) | 165,000 | - | - | 0.65 |
July
2011
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- | - | |||||||||||||||||||||
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Bruce
D. Slywka
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- | - | - | - | - | 269,792 | $ | 8,100 | ||||||||||||||||||||
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Philip
N. Garfinkle (b)
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500,000 | - | - | 0.275 |
October
2011
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- | - | |||||||||||||||||||||
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Philip
N. Garfinkle (b)
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400,000 | - | - | 0.46 |
June
2011
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- | - | |||||||||||||||||||||
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Philip
N. Garfinkle (b)
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140,000 | - | - | $ | 0.30 |
April
2010
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- | - | ||||||||||||||||||||
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(a)
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Pursuant
to Mr. Ferguson’s employment agreement dated October 9, 2006, he was
granted options to purchase 500,000 shares of our common stock at a
purchase price of $0.275 per share and 500,000 restricted shares of our
common stock. Options to purchase 62,500 shares and 62,500 restricted
shares vested on the six month anniversary date of the effective date of
Mr. Ferguson’s employment agreement and the remainder of the options and
restricted stock will vest in thirty equal monthly installments on the
first day of each month thereafter such that all of such options and
restricted stock will be vested by the thirty-six month anniversary date
of the employment agreement.
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(b)
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Pursuant
to Mr. Garfinkle’s employment agreement dated October 9, 2006, he was
granted options to purchase 500,000 shares of our common stock at a
purchase price of $0.275 per share and 500,000 restricted shares of our
common stock. Options to purchase 214,280 shares and 214,280
restricted shares vested on the six month anniversary of the effective
date of Mr. Garfinkle’s employment agreement and the remainder of the
options and restricted stock will vest in monthly installments on the
first day of each month thereafter such that all of such options and
restricted stock were fully vested at December 31, 2007, the termination
date of the employment agreement.
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As
noted in Item 11.-Executive Compensation, we no longer employ Mr.
Garfinkle. Pursuant to the separation agreement (the
“Separation Agreement”) effective August 8, 2007, between the Company and
Philip N. Garfinkle, all of Mr. Garfinkle’s vested stock options may be
exercised after the effective date of the Separation Agreement
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(c)
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Pursuant
to his employment agreement, Mr. Costanza was granted an option to
purchase 165,000 shares of our common stock at a purchase price of $0.34
per share. The options are exercisable as to 25% of the total shares
represented thereby on each of June 30, 2006, December 31, 2006, June 30,
2007, and December 31, 2007. The employment agreement also (1) provides
that the stock options granted shall vest immediately upon a change in
control, as defined, and (2) includes a confidentiality covenant, a
non-competition covenant and contains a prohibition on the solicitation of
the employees, suppliers, vendors and customers of a21 and
SuperStock. On July 20, 2006, Mr. Costanza was granted options
to purchase 200,000 shares of our common stock at a purchase price of
$0.65 per share. The options are exercisable as to 25% of the
total shares represented thereby on each of January 20, 2007, July 20,
2007, January 20, 2008, and July 20, 2008. On October 26, 2006,
Mr. Costanza was granted 275,000 restricted shares of our common stock.
45,833 restricted shares will vest on the six month anniversary date of
the grant date and the remainder of the restricted stock will vest in
thirty equal monthly installments on the first day of each month
thereafter.
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Name
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Fees
Earned or Paid in Cash
($)
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Stock
Awards
($)
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Stock/Option
Award Terms
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Option
Awards ($)
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Total
($)
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A D
Albers (b)
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$ | 5,000 | $ | 4,546 | (1 | ) | - | $ | 9,546 | |||||||||||
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John
O. Hallberg (a)(e)
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10,000 | 14,544 | (2 | ) | - | 24,544 | ||||||||||||||
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Albert
Pleus (d)
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15,000 | 15,545 | (3 | ) | - | 30,545 | ||||||||||||||
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Laura
Sachar (a)
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15,000 | 15,545 | (4 | ) | - | 30,545 | ||||||||||||||
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C.
Donald Wiggins (c)
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13,333 | 8,182 | (5 | ) | - | 21,515 | ||||||||||||||
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(a)
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Were
elected for new term at the Annual Shareholders Meeting held on November
13, 2007
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(b)
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Resigned
from the Board of Directors effective March 20,
2007
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(c)
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Resigned
from the Board of Directors effective May 31,
2007
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(d)
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Resigned
from the Board of Directors effective October 19,
2007
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(e)
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Appointed
to the Board of Directors effective March 22,
2007
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(1)
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On
October 6, 2006, Mr. Albers was granted 8,000 restricted shares of our
common stock vested 100% at grant date. On October 9, 2006, Mr.
Albers was granted 57,727 restricted shares of our common stock, of which
28,869 were cancelled on March 20, 2007, with his resignation from the
Board of Directors as noted above; the remaining 28,858 shares of
restricted common stock were fully vested as of December 31,
2007. As of December 31, 2007, the aggregate number of shares
and options to purchase shares of our common stock was 131,863 and 95,000,
respectively.
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(2)
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On
March 22, 2007, Mr. Hallberg was granted 66,666 restricted shares of our
common stock vesting 100% on the one-year anniversary of the grant
date. Mr. Hallberg had 66,666 restricted shares of unvested
common stock and no option awards outstanding at December 31,
2007.
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(3)
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On
October 9, 2006, Mr. Pleus was granted 72,727 restricted shares of our
common stock which were fully vested as of December 31,
2007. Mr. Pleus had 2,630,514 fully vested outstanding option
awards as of December 31, 2007. In addition, as of December 31,
2007, Mr. Pleus possesses control over 558,334 shares held by Whitney
Holdings, Inc., warrants held by Whitney Holdings, Inc. to purchase
633,420 shares, and 133,334 shares held by the Albert Pleus Family
Trust.
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(4)
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On
October 9, 2006, Ms. Sachar was granted 72,727 restricted shares of our
common stock which were fully vested as of December 31,
2007. In addition, as of December 31, 2007, Ms. Sachar together
with Deborah Farrington and Jeanne Sullivan possess voting and dispositive
power over the shares beneficially owned by StarVest Partners, L.P. and
StarVest Management, Inc., which includes 17,115,384 shares (which include
4,615,385 shares issuable upon the conversion of $3 million of convertible
secured notes) beneficially owned by StarVest Partners, L.P. and 84,727
shares beneficially owned by StarVest Management Inc. Deborah
Farrington, Jeanne Sullivan and Laura Sachar possess voting and
dispositive power over the shares beneficially owned by StarVest Partners,
L.P. and StarVest Management Inc.
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(5)
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On
October 9, 2006, Mr. Wiggins was granted 72,727 restricted shares of our
common stock, of which 30,303 were cancelled on May 31, 2007, with his
resignation from the Board of Directors as noted above; the remaining
42,424 shares of restricted common stock were fully vested as of December
31, 2007. As of December 31, 2007, the aggregate number of
shares and options to purchase shares of our common stock was 225,424 and
120,000, respectively.
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Name
(and address if a 5% or greater
stockholder)
of Beneficial Owner
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Amount
of Beneficial
Ownership
(1)
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Percentage
of Class
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John
Z. Ferguson**
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766,667 | (2) | * | |||||
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Thomas
Costanza**
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590,000 | (3) | * | |||||
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Bruce
D. Slywka**
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350,000 | * | ||||||
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John
O. Hallberg**
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66,666 | * | ||||||
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Albert
H. Pleus
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4,625,820 | (4) | 5.22 | % | ||||
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Laura
B. Sachar**
c/o
StarVest Partners L.P.
750
Lexington Avenue
New
York, NY 10022
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17,200,111 | (5) | 18.57 | % | ||||
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Clonure
Limited
12/13
Hill Street
Douglas
, IM99 1BW
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4,479,721 | (6) | 5.09 | % | ||||
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John
L. Steffens
c/o
Spring Mountain Capital, LP
65
East 55th
Street, 33rd
Floor
New
York, NY 10022
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4,826,692 | (7) | 5.35 | % | ||||
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Jonathan
Gallen
Ahab
Capital Management, Inc.
299
Park Avenue
New
York, NY 10171
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23,626,923 | (8) | 25.94 | % | ||||
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Luke
A. Allen
711
Fifth Avenue
New
York, NY 10022
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7,831,584 | (9) | 8.51 | % | ||||
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Morgan
Stanley & Co., Inc.
1585
Broadway
New
York, NY 10036
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7,692,307 | (10) | 8.04 | % | ||||
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StarVest
Partners L.P.
750
Lexington Avenue
New
York, NY 10022
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17,200,111 | (11) | 18.57 | % | ||||
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All
Directors and Executive Officers
as
a Group** (5 Persons)
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18,973,444 | 20.36 | % | |||||
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* -
less than 1%
**
- indicates a Director and/or Officer
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(1)
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Under
the rules of the SEC, a person is deemed to be the beneficial owner of a
security if such person has or shares the power to vote or direct the
voting of such security or the power to dispose or direct the disposition
of such security. A person is also deemed to be a beneficial owner of any
securities if that person has the right to acquire beneficial ownership
within 60 days of the date from which beneficial ownership is calculated.
Except as otherwise indicated the named entities or individuals have sole
voting and investment power with respect to the shares of common stock
beneficially owned.
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(2)
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Includes
options to purchase 266,667 shares.
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(3)
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Includes
options to purchase 315,000 shares.
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(4)
|
Includes
558,334 shares held by Whitney Holdings, Inc., warrants held by Whitney
Holdings, Inc. to purchase 633,420 shares, and 133,334 shares held by the
Albert Pleus Family Trust. Excludes 2,956,524 shares, warrants
to purchase 3,368,100 shares, and 538,461 shares upon conversion of
$350,000 in convertible notes held by LCA Capital Partners I, Inc., in
which Mr. Pleus is a minority
shareholder.
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(5)
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Includes
17,115,384 shares (which include 4,615,385 shares issuable upon the
conversion of $3 million of convertible secured notes) beneficially owned
by StarVest Partners, L.P. and 84,727 shares beneficially owned by
StarVest Management Inc. Deborah Farrington, Jeanne Sullivan
and Laura Sachar possess voting and dispositive power over the shares
beneficially owned by StarVest Partners, L.P. and StarVest Management
Inc.
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(6)
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John
Bohill and Cathal Sheehy jointly make all decisions with respect to
Clonure Limited.
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(7)
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Includes
2,307,692 shares upon conversion of $1,500,000 in convertible notes held
by Mr. Steffens
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(8)
|
Consists
of 8,008,000 shares held by Ahab Partners, L.P. 10,192,000 shares held by
Ahab International Ltd. 1,320,000 shares held by Queequeg Ltd. 680,000
shares held by Queequeg Partners, L.P., 350,000 shares held in one or more
private investment accounts (the “Accounts”), 1,692,308 shares upon the
conversion of $1.1 million of convertible secured notes held by Ahab
International Ltd., and 1,384,615 shares upon the conversion of $900,000
of convertible secured notes held by Ahab Partners,
L.P. Jonathan Gallen has the sole power to vote and
direct the disposition of the shares held by Ahab Partners, L.P., Ahab
International Ltd., Queequeg Partners, L.P. and Queequeg, Ltd. and the
Accounts.
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|
(9)
|
Includes
options to purchase 140,000 shares of common stock, 3,785,023 shares and
warrants to purchase 3,368,100 shares, and 538,461 shares upon conversion
of $350,000 in convertible notes held by LCA Capital Partners I, Inc.
which is controlled by Mr. Allen.
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(10)
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Thomas
Doster has the sole voting and dispositive power over the shares held by
Morgan Stanley & Co., Inc., which consists of 7,692,308 shares upon
the conversion of $5.0 million of convertible secured notes held by Morgan
Stanley & Co., Inc.
|
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(11)
|
Deborah
Farrington, Jeanne Sullivan and Laura Sachar possess voting and
dispositive power over the shares held by StarVest Partners, L.P. which
include 4,615,385 shares issuable upon the conversion of $3 million of
convertible secured notes held by StarVest Partners, L.P., and 84,727
share beneficially owned by StarVest Management,
Inc.
|
|
Plan
Category
|
Number
of Securities to be Issued Upon Exercise of Options, Warrants & Rights
Weighted Outstanding
|
Average
Exercise Price
|
Number
of Shares Available for Future Issuance
|
|||||||||
|
Equity
compensation plans approved by security holders (1)
|
||||||||||||
|
2002
Stock Option Plan
|
- | - | 2,841,500 | |||||||||
|
2005
Stock Option Plan
|
4,461,499 | $ | 0.37 | 901,064 | ||||||||
|
Equity
compensation plans not approved by security holders (2)
|
1,505,514 | $ | 0.30 | - | ||||||||
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(1)
|
The
formula used to calculate the 2,841,500 shares available for future
issuance is the total 3,000,000 shares authorized for issuance under the
our 2002 Stock Option Plan less options granted under the 2002 Stock
Option Plan, not including those assumed in connection with business
combinations, plus options that have lapsed, less 158,500 options
exercised. The formula used to calculate the 901,064 shares
available for future issuance is the total 6,000,000 shares authorized for
issuance under the our 2005 Stock Option Plan less options granted under
the 2005 Stock Option Plan, not including those assumed in connection with
business combinations, plus options that have lapsed, less 4,461,499
shares granted to our employees, officers, and directors, less 637,437
options exercised.
|
|
(2)
|
Represents
options to purchase shares remaining under grants made outside of our 2002
Stock Option Plan and 2005 Stock Option Plan during 2004 to employees,
directors and officers.
|
|
EXHIBIT
|
|
|
NUMBER
|
DESCRIPTION
OF EXHIBIT
|
|
3.1(a)
|
Certificate
of Incorporation of a21, Inc., as filed with the Secretary of State of the
State of Delaware (1)
|
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3.1(b)
|
Certificate
of Merger dated July 31, 2006 (2)
|
|
3.2
|
Bylaws
of a21, Inc., as amended to date (1)
|
|
4.1
|
Form
of Amended and Restated Common Stock Purchase Warrant
(1)
|
|
4.2
|
Form
of Secured Convertible Term Note dated April 27, 2006 by and among a21,
SuperStock and each of the persons listed on the Appendix to the Exhibits
(12)
|
|
4.3
|
Registration
Rights Agreement dated April 27, 2006 between a21 and Queequeg Partners,
LP, as agent (12)
|
|
4.4
|
Form
of Promissory Note dated May 15, 2006 by and among a21, ASI and each of
the persons listed on Exhibit I to the Merger Agreement
(13)
|
|
4.5
|
Form
of Warrant dated May 15, 2006 between a21 and each of the persons listed
on Exhibit I to the Merger Agreement (13)
|
|
10.1*
|
2002
Directors, Officers and Consultants Stock Option, Stock Warrant and Stock
Award Plan (3)
|
|
10.2*
|
Amendment
No. 1 to a21, Inc. 2002 Directors, Officers and Consultants Stock Option,
Stock Warrant and Stock Award Plan (4)
|
|
10.3
|
Sale
and Purchase Agreement, dated as of April 1, 2004, by and between
SuperStock, Inc., as Seller, and NL Ventures IV, L.P., as Purchaser
(5)
|
|
10.4
|
Lease
Agreement, dated as of June 30, 2004, between NL Ventures IV Centurion,
L.P., as Landlord, and SuperStock, Inc., as Tenant. (6)
|
|
10.5*
|
Employment
Agreement between a21, Inc., SuperStock, Inc. and Susan Chiang
(7)
|
|
10.6*
|
Employment
Agreement between a21, Inc., SuperStock, Inc. and Thomas Costanza
(10)
|
|
10.7
|
Loan
Agreement dated as of November 8, 2005 among a21, Inc., SuperStock, Inc.,
Ahab International, Ltd. and Ahab Partners, L.P. (8)
|
|
10.8
|
Notes
dated as of November 8, 2005 between SuperStock, Inc. and each of Ahab
International, Ltd. and Ahab Partners, L.P. (8)
|
|
10.9
|
Security
Agreement dated as of November 8, 2005 between SuperStock, Inc. and Ahab
Partners, L.P., as agent (8)
|
|
10.10
|
Inter-creditor
Agreement dated as of November 8, 2005, among Cohanzick Credit
Opportunities Master Fund Ltd., Gabriel Capital, L.P., John L. Steffens,
Ahab Partners, L.P and Ahab International, Ltd. (8)
|
|
10.11
|
Share
Purchase Agreement between Louis Anthony Lockley Ingram, John Bohill,
Cathal John Sheehy, SuperStock Limited and a21, Inc., dated October 12,
2005 (9)
|
|
10.12
|
Sale
and Purchase Agreement between Clonure Limited and SuperStock Limited
dated October 12, 2005 (9)
|
|
10.13
|
Minority
Sale and Purchase Agreement between Andrew Eric Lawson Smith and
SuperStock Limited dated October 12, 2005 (9)
|
|
10.14
|
Minority
Sale and Purchase Agreement between David Jeffrey, Sumi Jeffrey and SuperStock
Limited dated October 12, 2005 (9)
|
|
10.15
|
Minority
Sale and Purchase Agreement between Ruth Ingram and SuperStock
Limited dated October 12, 2005 (9)
|
|
10.16
|
Subscription
Agreement by Clonure Limited dated October 12, 2005 (9)
|
|
10.17
|
Subscription
Agreement by Louis Ingram dated October 12, 2005 (9)
|
|
10.18
|
Subscription
Agreement by David Jeffery dated October 12, 2005 (9)
|
|
10.19
|
Exchange
Agreement between a21, Inc., Clonure Limited, Louis Anthony Lockley Ingram
and David Jeffrey dated October 12, 2005
(9)
|
|
10.20
|
Service
Agreement between LCJ Acquisitions Limited and Cathal Sheehy, dated
October 12, 2005 (9)
|
|
10.21
|
Service
Agreement between LCJ Acquisitions Limited and John Bohill, dated October
12, 2005 (9)
|
|
10.22
|
Service
Agreement between LCJ Acquisitions Limited and Louis Ingram, dated October
12, 2005 (9)
|
|
10.23
|
Form
of Amended and Restated Non-negotiable 12% Promissory Note
(11)
|
|
10.24
|
Securities
Purchase Agreement dated April 27, 2006 by and among a21, SuperStock,
Queequeg Partners, LP and the purchasers named therein
(12)
|
|
10.25
|
Master
Security Agreement dated April 27, 2006 by and among a21, SuperStock and
Queequeg Partners, LP, as agent (12)
|
|
10.26
|
Merger
Agreement dated May 15, 2006, by and among a21, Inc., AE Acquisition
Corp., ArtSelect, Inc., and the common and preferred stockholders of
ArtSelect listed on Schedule I thereto and Udi Toledano as stockholder
representative (13)
|
|
10.27
|
Guaranty
of a21 in favor of the holders of the Promissory Notes dated May 15, 2006
(13)
|
|
10.28
|
Employment
Agreement between a21, Inc. and John Z. Ferguson, dated as of October 9,
2006 (14)
|
|
10.31
|
Employment
Agreement between a21, Inc. and Bruce Slywka, dated as of January 8, 2007
(15)
|
|
10.32
|
2005
Stock Incentive Plan (16)
|
|
10.33
|
Form
of Waiver dated January 31, 2008 (18)
|
|
14.1
|
Code
of Business Conduct and Ethics (19)
|
|
23.1
|
Consent
of BDO Seidman, LLP (19)
|
|
31.1
|
Certification
of the Chief Executive Officer (Principal Executive Officer) pursuant to
Rule 13a-14(a) of the Securities Exchange Act, as
amended
|
|
31.2
|
Certification
of the Chief Financial Officer (Principal Financial Officer) pursuant to
Rule 13a-14(a) of the Securities Exchange Act, as
amended
|
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 .
|
|
(1)
|
Incorporated
herein by reference to Appendix D of the Registrant’s Definitive
Information Statement on Schedule 14C, filed on July 11,
2006.
|
|
(2)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on August 4, 2006.
|
|
(3)
|
Incorporated
herein by reference to the Registrant’s Registration Statement on Form
S-8, filed on April 25, 2002.
|
|
(4)
|
Incorporated
herein by reference to the Registrant’s Registration Statement on Form
S-8, filed on July 18, 2002.
|
|
(5)
|
Incorporated
herein by reference to the Registrant’s Annual Report on Form 10-KSB,
filed on April 14, 2004.
|
|
(6)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on July 14, 2004.
|
|
(7)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on October 25, 2005.
|
|
(8)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on November 23, 2005.
|
|
(9)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K/A,
filed on December 27, 2005
|
|
(10)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on January 9, 2006.
|
|
(11)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on June 30, 2005.
|
|
(12)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on May 3, 2006.
|
|
(13)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on May 19, 2006.
|
|
(14)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on October 10, 2006.
|
|
(15)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K, filed
on January 11, 2007.
|
|
(16)
|
Incorporated
herein by reference to Exhibit A of the Registrant’s Definitive
Information Statement on Schedule 14C, filed on February 16,
2006.
|
|
(17)
|
Incorporated
herein by reference to the Registrant’s Registration Statement on Form
S-8, filed on February 14, 2007.
|
|
(18)
|
Incorporated
herein by reference to the Registrant’s Current Report on Form 8-K dated
February 6, 2008.
|
|
(19)
|
Incorporated
herein by reference to the Registrant’s Annual Report on Form 10-K dated
March 31, 2008
|
|
SIGNATURE
|
TITLE
(CAPACITY)
|
Date
|
|
/s/John Z.
Ferguson
|
Chief
Executive Officer
|
April
29, 2008
|
|
John
Z. Ferguson
|
(Principal
Executive Officer), and Director
|
|
|
/s/ Thomas
Costanza
|
Vice
President, Chief Financial Officer
|
April
29, 2008
|
|
Thomas
Costanza
|
(Principal
Financial Officer)
|
|