A21 Inc Sample Contracts

A21, Inc. – UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA JACKSONVILLE DIVISION (January 16th, 2009)

a21, Inc. (“a21”), SuperStock, Inc. (“SuperStock”) and ArtSelect, Inc. (“ArtSelect” and together with a21 and SuperStock, the “Debtors”), as Debtors and Debtors-in-Possession, propose the following Combined Plan of Liquidation pursuant to Chapter 11 of the Bankruptcy Code. The Plan is a plan of self-liquidation by which the Debtors, under the control of the Bankruptcy Court, shall sell the Debtors’ assets and business free and clear of all liens, claims and encumbrances and pay the creditors to the fullest extent possible from the Cash so created.

A21, Inc. – a21, Inc. INTERIM FINANCIAL STATEMENTS, AND NOTES THERETO, FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008 (December 22nd, 2008)
A21, Inc. – ASSET PURCHASE AGREEMENT (December 4th, 2008)
A21, Inc. – ASSET PURCHASE AGREEMENT (December 4th, 2008)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of the 3rd day of December, 2008, by and between SuperStock, Inc, a Florida corporation (“Seller”), its parent company, a21, Inc, (“Parent”) and Masterfile Corporation, a Canadian corporation (“Purchaser”). Each of Seller, Parent and Purchaser may hereafter be referred to as a “Party” and collectively as the “Parties”.

A21, Inc. – AGREEMENT (November 10th, 2008)

This agreement (this “Agreement”) is dated as of November 4, 2008 and made and entered into by the Companies (as defined below) and the undersigned Purchasers (as defined below). Reference is made to the Securities Purchase Agreement (the “Purchase Agreement”) dated April 27, 2006 by and among a21, Inc. (“a21”), its wholly owned subsidiary SuperStock, Inc. (together with a21 and Artselect, Inc., the “Company”), the purchasers set forth on Exhibit A to the Purchase Agreement (the “Purchasers”) and AHAB International LTD/AHAB Partners LP (“AHAB”), as agent for itself and the Purchasers. Pursuant to the terms of the Secured Convertible Term Notes (the “Notes”) issued pursuant to the Purchase Agreement, a quarterly interest payment on the Notes was due on October 1, 2008 (the “Interest Payment Date”). Capitalized terms used herein, but not otherwise defined shall have the meanings ascribed to them in the Notes.

A21, Inc. – AGREEMENT (October 10th, 2008)

This Agreement (this “Agreement”) is executed as of October 6, 2008 (the “Effective Date”) by and between Thomas Costanza (the “Executive”) and a21, Inc. a corporation formed under the laws of the State of Delaware (“a21”), and SuperStock Inc., a corporation formed under the laws of the State of Florida (“SuperStock”) (collectively, the “Company”) (each, a “Party” and, collectively, the “Parties”).

A21, Inc. – AGREEMENT (October 10th, 2008)

This Agreement (this “Agreement”) is executed as of October 6, 2008 (the “Effective Date”) by and between Thomas Costanza (the “Executive”) and a21, Inc. a corporation formed under the laws of the State of Delaware (“a21”), and SuperStock Inc., a corporation formed under the laws of the State of Florida (“SuperStock”) (collectively, the “Company”) (each, a “Party” and, collectively, the “Parties”).

A21, Inc. – EMPLOYMENT AGREEMENT (October 6th, 2008)

This Employment Agreement (the “Agreement”), effective as of October 1, 2008 (the “Effective Date”), is by and between R. LaDuane Clifton (the “Executive”) and a21, Inc., a corporation formed under the laws of the State of Delaware (the “Company” or “a21”).

A21, Inc. – a21, Inc. Discontinues Non-Binding Letter of Intent Negotiations with Applejack Art Partners, Inc. (September 8th, 2008)

JACKSONVILLE, FL — September 8, 2008 - a21, Inc. ("a21") (OTCBB: ATWO), a leading online digital content marketplace, today announced that the Company has discontinued negotiating its non-binding Letter of Intent with Applejack Art Partners, Inc. (Applejack) pursuant to which Applejack would have become the Company’s majority equity owner. a21 chose to discontinue negotiations when Applejack notified the Company that Applejack would not be able to satisfy the conditions required to close the transaction as contemplated by the non-binding Letter of Intent.

A21, Inc. – SECURITY AGREEMENT (July 22nd, 2008)

This Security Agreement is entered into as of July ____, 2008, by and between a21, Inc. a Delaware Corporation (“Debtor”), with a principal place of business at 7660 Centurion Parkway, Jacksonville, Florida 32256, and APPLEJACK ART PARTNERS, INC., a Vermont Corporation with a principal place of business in Sunderland, Vermont (“Secured Party”).

A21, Inc. – a21, Inc. Signs Non-binding Letter of Intent with Applejack Art Partners, Inc. Transaction would result in Applejack owning a Majority Stake in a21, Inc. (July 22nd, 2008)

JACKSONVILLE, Fla.--(BUSINESS WIRE)—July 22, 2008 - a21, Inc. ("a21") (ATWO.OB), a leading online digital content marketplace, today announced that it has entered into a non-binding Letter of Intent (LOI) with Applejack Art Partners, Inc. (Applejack). Pursuant to the LOI, Applejack would purchase all of a21’s outstanding notes (an aggregate principal amount of $18,000,000) from the holders of such notes and also purchase all of the shares of a21common stock owned by a21’s note holders (an aggregate of approximately 41 million shares). a21 would then exchange approximately 110 million newly issued shares of its common stock with Applejack in satisfaction of approximately $13,000,000 of such notes. The closing of the transactions contemplated by the LOI is subject to various conditions, including execution of definitive agreements by a21, the note holders, and Applejack. It is the intent of all parties to complete this transaction as described in the LOI as soon as possible.

A21, Inc. – INTERCREDITOR AGREEMENT (July 22nd, 2008)

THIS INTERCREDITOR AGREEMENT (this “Agreement”) dated as of July 14, 2008 by and among a21, Inc, a Delaware corporation (“Company”), Applejack Art Partners, Inc. (“Senior Lienholder”), and AHAB International LTD / AHAB Partners LP (“AHAB”) as agent for itself and the other holders of $15,500,000 of the Company’s convertible term notes, and those purchasers (the “Purchasers”) of Notes set forth on Schedule A annexed hereto and Udi Toledano as administrative and collateral agent for the holders of such Notes (collectively, AHAB, the Purchasers and Udi Tolendano as administrative and collateral agent, are hereinafter referred to as the “Subordinate Lienholders”).

A21, Inc. – PROMISSORY NOTE (July 22nd, 2008)

FOR VALUE RECEIVED, a21, Inc., a Delaware Corporation with a business address of 7660 Centurion Parkway, Jacksonville, Florida 32256 (the “Borrower”) promises to pay to the order of Applejack Art Partners, Inc. (the “Lender”) FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) or, if less, the aggregate principal of all advances made by the Lender to the Borrower under the Loan Agreement (defined herein) which are unpaid on the date of maturity (whether by acceptance or otherwise). This Note evidences advances made pursuant to the Loan Agreement, dated as of July ____, 2008, by and among the Borrower and the Lender (as the same may be amended, restated, or renewed, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined have the respective meanings given in this Loan Agreement.

A21, Inc. – COMMERCIAL LOAN AGREEMENT (July 22nd, 2008)
A21, Inc. – AMENDED & RESTATED EMPLOYMENT AGREEMENT (July 15th, 2008)

This Amended & Restated Employment Agreement (the “Agreement”), effective as of July 10, 2008 (the “Effective Date”), is by and between John Z. Ferguson (the “Executive”) and a21, Inc., a corporation formed under the laws of the State of Delaware (the “Company” or “a21”).

A21, Inc. – AGREEMENT (August 14th, 2007)

This Agreement (this “Agreement”) is executed as of August 8, 2007 (the “Effective Date”) by and among Philip N. Garfinkle (the “Executive”) and a21, Inc., a corporation formed under the laws of the State of Delaware (the “Company” or “a21”) (each, a “Party” and, collectively, the “Parties”).

A21 Inc – STOCK OPTION AGREEMENT (February 14th, 2007)

STOCK OPTION AGREEMENT, made as of February 13, 2007 (the “Execution Date”), by and between a21, Inc., a Delaware corporation (the “Company”), and Albert H. Pleus, an individual (the “Optionee”).

A21 Inc – EMPLOYMENT AGREEMENT (January 11th, 2007)

This Employment Agreement (this “Agreement”), effective as of January 8 2006 (the “Effective Date”), is by and between Bruce Slywka (the “Executive”) and a21, Inc., a corporation formed under the laws of the State of Delaware (the “Company” or “a21”).

A21 Inc – ADVISORY AGREEMENT (October 10th, 2006)

This Advisory Agreement (“Agreement”), dated as of October 9, 2006 (the “Effective Date”) is made between a21, Inc., a Delaware corporation (the “Company”) and Albert H. Pleus (“Advisor”) (collectively, the “Parties,” and, each, a “Party”).

A21 Inc – EMPLOYMENT AGREEMENT (October 10th, 2006)

This Agreement, effective as of October 9, 2006 (the “Effective Date”), is by and between Philip N. Garfinkle (the “Executive”) and a21, Inc., a corporation formed under the laws of the State of Delaware (the “Company” or “a21”).

A21 Inc – EMPLOYMENT AGREEMENT (October 10th, 2006)

This Agreement, effective as of October 9, 2006 (the “Effective Date”), is by and between John Z. Ferguson (the “Executive”) and a21, Inc., a corporation formed under the laws of the State of Delaware (the “Company” or “a21”).

A21 Inc – STATE OF DELAWARE CERTIFICATE OF MERGER OF A21, INC. WITH AND INTO A21, INC. Pursuant to Title 8, Section 252 of the Delaware General Corporation Law (“DGCL”) (August 4th, 2006)

First: The name and jurisdiction of formation or organization of each of the constituent corporations to the Merger are as follows:

A21 Inc – STATE OF TEXAS ARTICLES OF MERGER OF A21, INC. (a Texas corporation) Parent /Non-Survivor WITH AND INTO A21, INC. (a Delaware corporation) Subsidiary/Survivor (August 4th, 2006)

Pursuant to the provisions of Article 5.16 of the Texas Business Corporation Act, the domestic corporation herein named adopts the following articles of merger for the purpose of merging its domestic parent corporation with and into its Delaware wholly-owned subsidiary corporation .

A21 Inc – TERMINATION AGREEMENT (June 30th, 2006)

This TERMINATION AGREEMENT (this “Agreement”), dated June 29, 2006 (the “Effective Date”), is made by and among a21, Inc., a Texas corporation (the “Company” or “a21”), SuperStock, Inc., a Florida corporation (“SuperStock”) and Thomas V. Butta, an individual (the “Executive”). The Company, SuperStock and the Executive are hereinafter collectively referred to as the “Parties.” Any capitalized term not defined herein shall have the meaning for such term specified in the Employment Agreement (as defined below).

A21 Inc – EMPLOYMENT AGREEMENT (June 30th, 2006)

This Agreement, dated as of June 19, 2006 (the “Effective Date”), is between Philip N. Garfinkle (the “Executive”) and a21, Inc., a corporation formed under the laws of the State of Texas (the “Company” or “a21”).

A21 Inc – AGREEMENT (June 12th, 2006)

This Agreement (this “Agreement”) is executed as of June 12, 2006 (the “Effective Date”) by and among Haim Ariav (the “Executive”), Glossy Finish, LLC, a New York limited liability company (“Glossy Finish”), on the one hand, and SuperStock, Inc., a corporation organized under the laws of the State of Florida (the “Company”), and a21, Inc., a corporation formed under the laws of the State of Texas (“a21”).

A21 Inc – PRO FORMA FINANCIAL STATEMENTS (June 8th, 2006)

The following unaudited condensed pro forma income statements and balance sheets for the year ended December 31, 2005 and the three months ended March 31, 2006, respectively, are derived from a21’s audited historical consolidated financial statements for the year ended December 31, 2005 and unaudited historical consolidated financial statements for the three months ended March 31, 2006, and ArtSelect’s audited historical financial statements for the year ended December 31, 2005 and unaudited historical financial statements for the three months ended March 31, 2006, after giving effect to the pro forma adjustments described in the notes to the Pro Forma Consolidated Financial Information. Such adjustments have been determined as if the acquisition of ArtSelect took place on January 1, 2005 and January 1, 2006, respectively, the first day of the financial periods presented in the Pro Forma Consolidated Financial Information.

A21 Inc – ARTSELECT, INC. Financial Statements December 31, 2005 and 2004 (With Independent Auditors’ Report Thereon) (June 8th, 2006)

We have audited the accompanying balance sheets of ArtSelect, Inc. (the Company) as of December 31, 2005 and 2004, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

A21 Inc – Contract (May 19th, 2006)

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.

A21 Inc – EXCHANGE AGREEMENT (May 19th, 2006)

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”).

A21 Inc – MERGER AGREEMENT (May 19th, 2006)
A21 Inc – Contract (May 19th, 2006)

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.

A21 Inc – Certificate of Designations of the Preferred Stock of a21, Inc. To be Designated Series A Preferred Stock (May 19th, 2006)

a21, Inc., a Texas corporation (the “Corporation”), pursuant to authority conferred on the Board of Directors of the Corporation by the Articles of Incorporation and pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act certifies that the Board of Directors of the Corporation, pursuant to a meeting of the Board of Directors, duly adopted the following resolutions:

A21 Inc – GUARANTY (May 19th, 2006)

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”).

A21 Inc – MASTER SECURITY AGREEMENT (May 3rd, 2006)