Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of May 20, 2004 (this "Agreement") by and between Savon Team Sports, Inc., a Utah corporation (the "Company"), and Russell Fine and Debra Fine, as trustees of the Fine...Registration Rights Agreement • June 4th, 2004 • Savon Team Sports Inc • Retail-apparel & accessory stores • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2005 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2005 among Small World Kids, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2005 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2005, among Small World Kids, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "AGREEMENT"), dated as of this 15th day of December, 2004, is made by SMALL WORLD KIDS, INC. (the "GRANTOR"), with an address at 5711 Buckingham Parkway, Culver City, California 90230, in favor of PNC...Security Agreement • December 20th, 2004 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
RECITALSNote Purchase Agreement • September 23rd, 2004 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the ____ of September, 2004, by and between Small World Kids, Inc. (the "Company"), a corporation organized under the laws of the State of Nevada, with its principal offices at 5711...Stock Purchase Agreement • October 4th, 2004 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
Exhibit 4.1 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT ("Agreement"), dated as of May 20, 2004, by and between SAVON TEAM SPORTS, INC., a Utah corporation ("Pledgor"), and SWT, LLC, a Delaware limited liability company (the "Lender"), is attached as...Pledge Agreement • June 4th, 2004 • Savon Team Sports Inc • Retail-apparel & accessory stores • California
Exhibit 2.1 EXCHANGE AGREEMENT May 20, 2004 TABLE OF CONTENTSExchange Agreement • June 4th, 2004 • Savon Team Sports Inc • Retail-apparel & accessory stores
RECITALSSubordination Agreement • December 20th, 2004 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
Exhibit 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of May 20, 2004, by and between SAVON TEAM SPORTS, INC., a Utah corporation ("Borrower"), and SWT, LLC, a Delaware limited liability company ("Lender")....Loan Agreement • June 4th, 2004 • Savon Team Sports Inc • Retail-apparel & accessory stores • California
10% CONVERTIBLE DEBENTURE DUE SEPTEMBER 30, 2008Small World Kids Inc • October 4th, 2005 • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS 10% CONVERTIBLE DEBENTURE is one of a series of duly authorized and issued 10% Convertible Debentures of Small World Kids, Inc., a Nevada corporation, having a principal place of business at 5711 Buckingham Parkway, Culver City, CA 90230 (the “Company”), designated as its 10% Convertible Debenture, due September 30, 2008 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
REVOLVING CREDIT AND SECURITY AGREEMENTSecurity Agreement • December 20th, 2004 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
ARTICLE IAsset Purchase Agreement • September 23rd, 2004 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
ContractSmall World Kids Inc • January 30th, 2007 • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SMALL WORLD KIDS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
REVOLVING CREDIT NOTECredit Note • December 20th, 2004 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
CONTINUING GUARANTY BORROWER: SMALL WORLD TOYS GUARANTOR: SMALL WORLD KIDS, INC. DATE: DECEMBER 15, 2004 THIS CONTINUING GUARANTY is executed by the above- named guarantor(s) (jointly and severally, the "Guarantor"), as of the above date, in favor of...Small World Kids Inc • December 20th, 2004 • Games, toys & children's vehicles (no dolls & bicycles) • New York
SECURITY AGREEMENTSecurity Agreement • March 3rd, 2006 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
ContractSmall World Kids Inc • October 23rd, 2006 • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SMALL WORLD KIDS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of SMALL WORLD KIDS, INC.Common Stock Purchase Warrant • October 4th, 2005 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Small World Kids, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT To Purchase 91,477 Shares of Common Stock of SMALL WORLD KIDS, INC.Common Stock Purchase Warrant • October 23rd, 2006 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cambria Capital, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Small World Kids, Inc., a Nevada corporation (the “Company”), up to 91,477 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement"), dated as of May __, 2004, is made by and among SAVON TEAM SPORTS, INC. a Utah corporation ("Purchaser"), DEBRA FINE ("Fine"), Small World Toys, a California corporation (the...Stock Purchase Agreement • June 4th, 2004 • Savon Team Sports Inc • Retail-apparel & accessory stores • California
CONVERSION AGREEMENTConversion Agreement • June 14th, 2006 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Conversion Agreement is dated as of May 26, 2006 (the “Conversion Agreement”) by and between the parties set forth on the signature page hereto (the “Lenders”), and Small World Kids, Inc., a Nevada corporation (the “Company”), with reference to the following:
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2006 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of March 27, 2006 (the “Effective Date”) by and between Small World Kids, Inc., a Nevada corporation (the “Company”) and John Matise, an individual (“Executive” and, together with the Company, the “Parties”).
CONTINUING GUARANTY BORROWER: SMALL WORLD TOYS GUARANTOR: DEBRA FINE DATE: DECEMBER 15, 2004 THIS CONTINUING GUARANTY is executed by the above-named guarantor(s) (jointly and severally, the "Guarantor"), as of the above date, in favor of PNC BANK,...Small World Kids Inc • December 20th, 2004 • Games, toys & children's vehicles (no dolls & bicycles) • New York
STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT (the "Pledge Agreement"), dated as of May __, 2004, is made and entered into by and between SAVON TEAM SPORTS, INC., a Utah corporation ("Pledgor"), and EDDY GOLDWASSER ("Pledgeholder"), with...Stock Pledge Agreement • June 4th, 2004 • Savon Team Sports Inc • Retail-apparel & accessory stores • California
ContractSmall World Kids Inc • March 3rd, 2006 • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SMALL WORLD KIDS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
1 EXHIBIT 1.01 FORM OF PROCEEDS ESCROW AGREEMENT THIS PROCEEDS ESCROW AGREEMENT (the "Agreement") is made and entered into this __ day of ____________ 2001, by and between SAVON TEAM SPORTS, INC., a Utah corporation (the "Company"), and ESCROW...Proceeds Escrow Agreement • August 28th, 2001 • Savon Team Sports Inc • Utah
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2006 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
This Registration Rights Agreement ("Agreement") is entered into as of October 6, 2006 by and among Small World Kids, Inc., a Nevada corporation (the "Company"), and the Purchasers (the "Purchasers") named in that certain Note Purchase Agreement of even date herewith (the "Purchase Agreement") and who have signed the counterpart signature page to this Agreement.
ContractSmall World Kids Inc • March 3rd, 2006 • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SMALL WORLD KIDS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
COMMON STOCK PURCHASE WARRANT To Purchase 375,000 Shares of Common Stock of SMALL WORLD KIDS, INC.Common Stock Purchase Warrant • October 11th, 2005 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cambria Capital, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Small World Kids, Inc., a Nevada corporation (the “Company”), up to 375,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
1 EXHIBIT 10.01 PROCEEDS ESCROW AGREEMENT THIS PROCEEDS ESCROW AGREEMENT (the "Agreement") is made and entered into this 12th day of April 2002, by and between SAVON TEAM SPORTS, INC., a Utah corporation (the "Company"), and ESCROW SPECIALISTS, Ogden,...Escrow Agreement • April 12th, 2002 • Savon Team Sports Inc • Retail-apparel & accessory stores • Utah
AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • May 11th, 2007 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT is entered into as of _____________, 2007, among ST. CLOUD CAPITAL PARTNERS, L.P. (“Senior Creditor”), and the subordinated creditors executing this Agreement (each hereinafter referred to as a “Subordinated Creditor” and collectively, as the “Subordinated Creditors”), and SBI Advisors, LLC, a California limited liability company, in its capacity as administrative agent for the Original Subordinated Creditors (“Administrative Agent”), in light of the following:
1,500,000 Date: December 15, 2004 This Term Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of December 15, 2004 (as amended, restated, supplemented or modified from time...Advance Note • December 20th, 2004 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
SECOND AMENDMENT TO PROMISSORY NOTESubordination Agreement • November 9th, 2006 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS SECOND AMENDMENT (the “Second Amendment”) is made and entered into as of November 6, 2006 by and among Eddy Goldwasser (“Goldwasser”) and Small World Kids, Inc., a Nevada corporation (the “Company”) a successor of Savon Team Sports, Inc. with reference to the following:
ContractSmall World Kids Inc • May 11th, 2007 • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS WARRANT, THE SHARES OF CLASS A-2 PREFERRED STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE CLASS A-2 PREFERRED STOCK (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SMALL WORLD KIDS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
