Exhibit 10.1
WAIVER
This
Waiver is dated as of July 3, 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 “ 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 July 1, 2008 (the
“ Interest Payment
Date ”). Capitalized terms 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
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