1 EXHIBIT 4.2 WARRANT AGREEMENT WARRANT AGREEMENT dated as of ____________, 1997 between Karts International Incorporated, a Nevada corporation, having its principal place of business at 109 Northpark Boulevard, Suite 210, Covington, Louisiana 70433,...Warrant Agreement • September 2nd, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Georgia
Contract Type FiledSeptember 2nd, 1997 Company Industry Jurisdiction
ARTICLE I GRANT OF OPTIONOption Agreement • May 28th, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Louisiana
Contract Type FiledMay 28th, 1997 Company Industry Jurisdiction
LOAN AGREEMENTLoan Agreement • May 28th, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Louisiana
Contract Type FiledMay 28th, 1997 Company Industry Jurisdiction
ADDENDUM "A" TO LICENSE AGREEMENT (License Fee)License Agreement • March 28th, 1997 • Karts International Inc
Contract Type FiledMarch 28th, 1997 Company
EXHIBIT 10.49 AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT (the "Agreement") is made as of this 17th day of May, 2000 by and between KARTS INTERNATIONAL INCORPORATED, a Nevada corporation ("Borrower") and THE SCHLINGER...Loan Agreement • April 2nd, 2001 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
Contract Type FiledApril 2nd, 2001 Company Industry Jurisdiction
EXHIBIT 10.45 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement") is made as of the 3rd day of June, 1999, by KARTS INTERNATIONAL INCORPORATED (hereinafter called "Debtor", whether one or more), in favor of THE SCHLINGER FOUNDATION, ("Secured...Security Agreement • July 28th, 1999 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
Contract Type FiledJuly 28th, 1999 Company Industry Jurisdiction
EXHIBIT 10.60 STOCK PURCHASE AGREEMENT DATED MAY 17, 2000 BY AND AMONG KARTS INTERNATIONAL INCORPORATED AND THE SCHLINGER FOUNDATION STOCK PURCHASE AGREEMENT by and among KARTS INTERNATIONAL INCORPORATEDStock Purchase Agreement • April 2nd, 2001 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
Contract Type FiledApril 2nd, 2001 Company Industry Jurisdiction
1 EXHIBIT 4.5 SUBSCRIPTION AGREEMENT Karts International Incorporated 109 North Park Boulevard, Suite 210 Covington, Louisiana 70433 Gentlemen: The undersigned (the "Investor") hereby subscribes for _______________ investment unit(s) ("Units") in...Subscription Agreement • March 28th, 1997 • Karts International Inc • Nevada
Contract Type FiledMarch 28th, 1997 Company Jurisdiction
EXHIBIT 1.1 1,400,000 Shares of Common Stock and 1,400,000 Redeemable Common Stock Purchase Warrants of KARTS INTERNATIONAL INCORPORATEDUnderwriting Agreement • July 1st, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Georgia
Contract Type FiledJuly 1st, 1997 Company Industry Jurisdiction
1,400,000 Shares of Common Stock and 1,400,000 Redeemable Common Stock Purchase Warrants of KARTS INTERNATIONAL INCORPORATEDUnderwriting Agreement • August 19th, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Georgia
Contract Type FiledAugust 19th, 1997 Company Industry Jurisdiction
Exhibit 10.61 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of this 17th day of May 2000, by and among KARTS INTERNATIONAL INCORPORATED, a Nevada corporation (the...Registration Rights Agreement • April 2nd, 2001 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
Contract Type FiledApril 2nd, 2001 Company Industry Jurisdiction
EXHIBIT 10.14Employment Agreement • March 28th, 1997 • Karts International Inc • Louisiana
Contract Type FiledMarch 28th, 1997 Company Jurisdiction
1 EXHIBIT 1.4 August ___, 1997 J. P. Turner & Company, L.L.C. 3340 Peachtree Road, Suite 450 Atlanta, Georgia 30326 RE: KARTS INTERNATIONAL INCORPORATED - LOCK-UP AGREEMENT CONVERTIBLE PREFERRED STOCKHOLDERS Gentlemen: The undersigned understands that...Lock-Up Agreement • September 2nd, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledSeptember 2nd, 1997 Company Industry
EXHIBIT 10.47 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made on June 1, 2000, by and between Karts International Incorporated, a Nevada corporation (the "Employer"), and Charles "Chuck" Brister (the "Employee"). WHEREAS, the...Employment Agreement • April 2nd, 2001 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledApril 2nd, 2001 Company Industry
EXHIBIT 9.1 VOTING AGREEMENT ----------------Voting Agreement • April 2nd, 2001 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
Contract Type FiledApril 2nd, 2001 Company Industry Jurisdiction
2 3 of any collateral disposition, or any other contract claim, all claims of deceptive trade practices or lender liability, and all claims questioning the reasonableness or lawfulness of any act), whether arising before or after the date of this...Guaranty Agreement • March 28th, 1997 • Karts International Inc • Illinois
Contract Type FiledMarch 28th, 1997 Company Jurisdiction
EXHIBIT 10.54 AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT -------------------------------------------------- (Brister's Thunder Karts, Inc.) THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT ("Agreement") dated as of May 17, 2000, is by...Pledge and Security Agreement • April 2nd, 2001 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
Contract Type FiledApril 2nd, 2001 Company Industry Jurisdiction
SECTION 1License Agreement • April 2nd, 2001 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
Contract Type FiledApril 2nd, 2001 Company Industry Jurisdiction
1,550,000 Shares of Common Stock and 1,550,000 Redeemable Common Stock Purchase Warrants of KARTS INTERNATIONAL INCORPORATEDUnderwriting Agreement • September 2nd, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Georgia
Contract Type FiledSeptember 2nd, 1997 Company Industry Jurisdiction
EXHIBIT 10.44 AMENDED AND RESTATED LOAN AGREEMENT DATED MAY 17, 2000, BY AND AMONG KARTS INTERNATIONAL INCORPORATED AND THE SCHLINGER FOUNDATION AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT (the "Agreement") is made as...Loan Agreement • May 24th, 2000 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
Contract Type FiledMay 24th, 2000 Company Industry Jurisdiction
LEASELease • March 28th, 1997 • Karts International Inc
Contract Type FiledMarch 28th, 1997 Company
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2001 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledApril 2nd, 2001 Company Industry
1 EXHIBIT 10.28 KARTS INTERNATIONAL INCORPORATED November 8, 1996 Argent Securities, Inc. 3340 Peachtree Road, N.E. Suite 450 Atlanta, Georgia 30326 Gentlemen: Karts International Incorporated, a corporation organized and existing under the laws of...Placement Agent Agreement • May 28th, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledMay 28th, 1997 Company Industry
NON-COMPETITION AGREEMENT (LOUISIANA ONLY)Non-Competition Agreement • May 28th, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledMay 28th, 1997 Company Industry
EXHIBIT 10.34 KARTS INTERNATIONAL INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT Non-Qualified Option No. ____________________ NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") made this the 30th day of January, 1997 (the "Date of Grant"), by...Non-Qualified Stock Option Agreement • July 1st, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Louisiana
Contract Type FiledJuly 1st, 1997 Company Industry Jurisdiction
EXHIBIT 2.1Merger Agreement • March 28th, 1997 • Karts International Inc
Contract Type FiledMarch 28th, 1997 Company
EXHIBIT 10.66 Polaris Industries Inc. Karts International Incorporated Page 1 LICENSE AGREEMENT ----------------- This license agreement ("Agreement") is entered into by and between Polaris Industries Inc. ("Polaris" or "Licensor"), a corporation...License Agreement • April 2nd, 2001 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledApril 2nd, 2001 Company Industry
EXHIBIT 1.7 _______ Shares of Common Stock and ______ Redeemable Common Stock Purchase WarrantsSelected Dealer Agreement • July 1st, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Georgia
Contract Type FiledJuly 1st, 1997 Company Industry Jurisdiction
WITNESSETH THAT:License Agreement • March 28th, 1997 • Karts International Inc • Texas
Contract Type FiledMarch 28th, 1997 Company Jurisdiction
RECITALSFinancial Advisory Agreement • September 2nd, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Georgia
Contract Type FiledSeptember 2nd, 1997 Company Industry Jurisdiction
FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into by and between KARTS INTERNATIONAL INCORPORATED, a Nevada corporation ("Borrower"), USA Industries, Inc., Kint, L.L.C. and Brister's Thunder...Loan Agreement • March 30th, 1999 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledMarch 30th, 1999 Company Industry
EXHIBIT 10.17Consulting Agreement • March 28th, 1997 • Karts International Inc • Texas
Contract Type FiledMarch 28th, 1997 Company Jurisdiction
EXHIBIT 4.2Warrant Agreement • July 1st, 1997 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Georgia
Contract Type FiledJuly 1st, 1997 Company Industry Jurisdiction
1 EXHIBIT 10.9 COMMERCIAL SECURITY AGREEMENT This Commercial Security Agreement (the "Agreement") is entered as of the date hereinafter set forth by and between: THE SCHLINGER FOUNDATION (the "Secured Party"), a California nonprofit public benefit...Commercial Security Agreement • March 28th, 1997 • Karts International Inc • Louisiana
Contract Type FiledMarch 28th, 1997 Company Jurisdiction
EXHIBIT 10.46 WAIVER AND FIRST AMENDMENT TO LOAN AGREEMENT THIS WAIVER AND FIRST AMENDMENT TO LOAN AGREEMENT (the "Amendment"), dated as of July 12, 1999, is between KARTS INTERNATIONAL INCORPORATED, a Nevada corporation ("Borrower") and THE SCHLINGER...Loan Agreement • July 28th, 1999 • Karts International Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
Contract Type FiledJuly 28th, 1999 Company Industry Jurisdiction