Letter Agreement Regarding Repayment of Notes, Termination of Exchange Agreements, and Assignment/Amendment of Warrants between a21, Inc., SuperStock, Inc., and Cohanzick/Gabriel/Steffens Parties

Summary

This agreement, dated February 22, 2005, is between a21, Inc., SuperStock, Inc., and several investment funds and individuals. It confirms the repayment of certain convertible subordinated notes, the termination of prior exchange agreements, and the assignment and amendment of common stock purchase warrants. The parties agree to these changes as part of a refinancing arrangement, with all terms acknowledged by signature. The agreement clarifies the obligations and rights of each party regarding the notes and warrants involved.

EX-10.17 2 v013616_ex10-17.txt a21, Inc. / SuperStock, Inc. 7660 Centurion Parkway Jacksonville, FL 32256 February 22, 2005 Cohanzick High Yield Partners, LP Cohanzick Absolute Return Master Fund, Ltd. Cohanzick Credit Opportunities Fund, Ltd. Gabriel Capital, L.P. c/o Cohanzick Management LLC 450 Park Avenue, Suite 3201 New York, NY 10022 Mr. John L. Steffens Spring Mountain Capital, L.P. 450 Park Avenue New York, NY 10022 Gentlemen, The purpose of this letter is to confirm certain understanding in connection with the refinancing of certain existing obligations of SuperStock, Inc. and a21, Inc. 1. The following Convertible Subordinated Notes issued by SuperStock, Inc. as of February 29, 2004 are being repaid in their entirety as of the date hereof: a. $200,000 to Cohanzick High Yield Partners, LP; b. $100,000 to Cohanzick Absolute Return Master Fund, Ltd.; c. $250,000 to Cohanzick Credit Opportunities Master Fund, Ltd.; d. $450,000 to Gabriel Capital, L.P.; and e. $250,000 to John L. Steffens. 2. The Exchange Agreements dated as of the 29th day of February, 2004 entered into by and among SuperStock, Inc., a21, Inc. and each of Cohanzick High Yield Partners, LP, Cohanzick Absolute Return Master Fund, Ltd., Cohanzick Credit Opportunities Master Fund, Ltd., Gabriel Capital, L.P. and John L. Steffens are terminated as of the date hereof. 3. The following Common Stock Purchase Warrants issued by a21, Inc. as of February 29, 2004 are being assigned to Cohanzick Credit Opportunities Master Fund, Ltd., Gabriel Capital, L.P. and John L. Steffens as of the date hereof: 1 a. 50,000 shares at $0.45 to Cohanzick High Yield Partners, LP; b. 25,000 shares at $0.45 to Cohanzick Absolute Return Master Fund, Ltd.; c. 50,000 shares at $0.90 to Cohanzick High Yield Partners, LP; d. 25,000 shares at $0.90 to Cohanzick Absolute Return Master Fund, Ltd.; e. 50,000 shares at $1.35 to Cohanzick High Yield Partners, LP; and f. 25,000 shares at $1.35 to Cohanzick Absolute Return Master Fund, Ltd. Thereafter, all of the Common Stock Purchase Warrants issued by a21, Inc. and held by Cohanzick Credit Opportunities Master Fund, Ltd., Gabriel Capital, L.P. and John L. Steffens shall be amended and restated to be in the form (including denominations, exercise price, etc.) attached hereto as collective Exhibit A. Please acknowledge your agreement with all of the foregoing by signing this letter where indicated below and returning a copy to me. Very truly yours, /s/ Thomas Butta ---------------------------------------- Thomas Butta President, a21, Inc. Chief Executive Officer, SuperStock, Inc. Agreed and Accepted: Cohanzick High Yield Partners, LP Gabriel Capital, L.P. /s/ David K. Solomon /s/ David K. Solomon - --------------------------------- --------------------------------- Name: David K. Solomon Name: David K. Solomon Title: Authorized Agent Title: Authorized Agent Cohanzick Absolute Return Master Fund, Ltd. /s/ David K. Solomon /s/ John L. Steffens - --------------------------------- ---------------------------------- Name: David K. Solomon John L. Steffens Title: Authorized Agent Cohanzick Credit Opportunities Master Fund, Ltd. /s/ David K. Solomon - ----------------------------------- Name: David K. Solomon Title: Authorized Agent 2 Exhibit A Common Stock Purchase Warrants held by Cohanzick Credit Opportunities Master Fund, Ltd., Gabriel Capital, L.P. and John L. Steffens. 3