EXHIBIT
10.1
WAIVER
Reference
is made to the Securities Purchase Agreement (the “Agreement”) dated
April 27, 2006, by and among a21, Inc. (“a21”), its wholly
owned subsidiary SuperStock, Inc. (together with a21 and ArtSelect, Inc., the
“Companies”),
the purchasers set forth on Exhibit A to the Agreement (the “Purchasers”) and
Queequeg Partners, L.P. as agent for itself and the Purchasers. Pursuant
to the terms of the Secured Convertible Term Notes (the “Notes”) issued
pursuant to the Agreement, a quarterly interest payment on the Notes is due on
January 1, 2008, and April 1, 2008 (collectively, the “Interest Payment
Dates”). Capitalized used herein, but not otherwise defined
shall have the meanings ascribed to them in the Notes.
In order
to assist a21 with implementing its business plan and to improve a21’s
liquidity, the undersigned Purchasers, on behalf of themselves and all of the
other Purchasers, have agreed to waive receipt of any interest payment due to
the Purchasers on the Interest Payment Dates. As consideration for
the foregoing waiver, the Companies shall issue to each Purchaser a Secured
Convertible Term Note on or about and dated as of April 1, 2008, evidencing the
unpaid interest otherwise due and payable to such Purchaser on the Interest
Payment Dates in substantially the form and upon substantially the same terms
and conditions as the Notes (each an “Interest
Note”). As further consideration for such waiver, the right of
payment under each Interest Note shall be senior to the right of payment under
the Notes.
Purchasers
representing a majority of the Notes outstanding are required to waive any Event
of Default under the Agreement. The undersigned Purchasers hereby
waive any Event of Default which has occurred or may occur under the Notes in
connection with or otherwise related to the January 1, 2008, and/or the April 1,
2008, interest payments.
This
Waiver may be executed in any number of counterparts, each of which when so
executed and delivered shall be considered to be an original and all of which
taken together shall constitute one and the same instrument. Delivery
by telecopier of an executed counterpart of a signature page to this Waiver
shall be effective as delivery of an original executed counterpart of this
Waiver.
Dated as
of January 31, 2008
PURCHASER(S):
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By:
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Name:
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<Noteholder>
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Title:
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<Title>
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[Additional
Signatures Follow]
COMPANIES:
a21,
INC.
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By:
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Name:
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Thomas
Costanza
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Title:
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Chief
Financial Officer
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SUPERSTOCK,
INC.
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By:
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Name:
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Thomas
Costanza
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Title:
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Chief
Financial Officer
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ARTSELECT,
INC.
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By:
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Name:
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Thomas
Costanza
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Title:
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Chief
Financial Officer
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