ContractXa, Inc. • July 12th, 2007 • Services-management services • New York
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into on July 3, 2007, to be effective as of June 11, 2007, by and among XA, Inc., a Nevada corporation (the “Company”), the Holder of the Notes and Warrants issued by the Company pursuant to a Securities Purchase Agreement, dated as of the effective date hereof, by and among the Investor and the Company (the “SPA”).
SECURITY AGREEMENTSecurity Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • New York
THIS SECURITY AGREEMENT (the “Security Agreement”) effective as of the 11th day of June 2007 by and among XA, Inc., a Nevada Corporation (“XA”), The Experiential Agency, Inc., XA Scenes, Inc., XA Interactive, Inc., and Fiori XA, Inc. (collectively the with XA, the “Debtor”) and G. Chris Andersen (the “Secured Party”).
XA, INC. SECURITIES PURCHASE AGREEMENT As of June 11, 2007Securities Purchase Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of July 3, 2007, and effective as of the 11th day of June, 2007 (this “Agreement”), between XA, INC., a Nevada corporation (the “Company”), and Paul M. Higbee (the “Purchaser”).
ContractWarrant Signature Page • July 12th, 2007 • Xa, Inc. • Services-management services • New York
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
FIRST AMENDMENT TO THE 11% SENIOR SECURED PROMISSORY NOTESXa, Inc. • July 12th, 2007 • Services-management services • New York
This First Amendment to The 11% Senior Secured Promissory Notes (this “Agreement”) is made and entered into as of June 29, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Vision Opportunity Master Fund, Ltd. (the “Purchaser”), each individually a “Party” and collectively the “Parties.”
FIRST AMENDMENT TO THE 11% SENIOR SECURED PROMISSORY NOTESSecured Promissory Notes • July 12th, 2007 • Xa, Inc. • Services-management services • New York
This First Amendment to The 11% Senior Secured Promissory Notes (this “Agreement”) is made and entered into as of June ___, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers Venture Capital III LLC, Sands Brothers Venture Capital IV LLC, and Katie & Adam Bridge Partners, L.P. (each a “Purchaser” and collectively the “Purchasers”), each individually a “Party” and collectively the “Parties.”
FOLLOW ON FUNDING WAIVER OF RIGHTS AGREEMENTWaiver of Rights Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • Nevada
This Waiver of Rights Agreement (the “Agreement”) is made and entered into as of ___, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Sands Brothers Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers Venture Capital III LLC, Sands Brothers Venture Capital IV LLC, Katie & Adam Bridge Partners, L.P., G. Chris Andersen, Paul M. Higbee and Vision Opportunity Master Fund, Ltd. (each a “Purchaser” and collectively the “Purchasers”), and Mastodon Ventures, Inc., Gusrae Kaplan Bruno & Nusbaum, PLLC and David M. Loev (the “Interested Parties” and collectively with the Purchasers, the “Warrant Holders”) each individually a “Party” and collectively the “Parties.”
XA, INC. FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • July 12th, 2007 • Xa, Inc. • Services-management services • Illinois
This FIRST AMENDMENT TO CONSULTING AGREEMENT, dated as of March 8, 2007, with an effective date of August 1, 2006 (this “Agreement”), is by and between XA, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and JOSEPH WAGNER (the “Consultant”) (collectively sometimes referred to as the “Parties” and individually sometimes referred to as “Each Party”). Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the “Effective Date” set forth in Section 14 below.
FIRST AMENDMENT TO THE 11% SENIOR SECURED PROMISSORY NOTESXa, Inc. • July 12th, 2007 • Services-management services • New York
This First Amendment to The 11% Senior Secured Promissory Notes (this “Agreement”) is made and entered into as of July 3, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and G. Chris Andersen, an individual (the “Purchaser”), each individually a “Party” and collectively the “Parties.”
FIRST AMENDMENT TO THE 11% SENIOR SECURED PROMISSORY NOTESXa, Inc. • July 12th, 2007 • Services-management services • New York
This First Amendment to The 11% Senior Secured Promissory Notes (this “Agreement”) is made and entered into as of July 3, 2007 (the “Effective Date”), by and between XA, Inc., a Nevada corporation (“XA”) and Paul M. Higbee, an individual (the “Purchaser”), each individually a “Party” and collectively the “Parties.”
