1,000,000 SHARES OF COMMON STOCK AND 1,000,000 REDEEMABLE WARRANTS FUNDEX GAMES, LTD. UNDERWRITING AGREEMENT Indianapolis, Indiana October ___, 1996 National Securities Corporation As Representative of the Several Underwriters 1001 Fourth Avenue,...Underwriting Agreement • October 7th, 1996 • Fundex Games LTD • New York
2- 3 (f) all books, records, computer records, ledger cards, programs and other computer materials, customer and supplier lists, invoices, orders and other property and general intangibles at any time evidencing or relating to the contents thereof...Security Agreement • October 7th, 1996 • Fundex Games LTD • Illinois
1 EXHIBIT 4.4 -------------------------------------------------------------------- FUNDEX GAMES, LTD. WARRANT AGREEMENT FUNDEX GAMES, LTD. WARRANT AGREEMENT This WARRANT AGREEMENT (this "Agreement") is dated as of August 31, 1996, and is entered into...Warrant Agreement • October 7th, 1996 • Fundex Games LTD • Illinois
1 EXHIBIT 10.2 LEASE (SHORT FORM)Lease • October 7th, 1996 • Fundex Games LTD
1 EXHIBIT 10.9 REORGANIZATION AGREEMENT THIS AGREEMENT (the "Agreement") is entered into this 27th day of August 1996, between Third Quarter, Inc. ("Third Quarter"), Chip Voigt, Pete Voigt (Chip Voigt and Pete Voigt collectively referred to as...Reorganization Agreement • October 7th, 1996 • Fundex Games LTD • Illinois
1 EXHIBIT 10.1 LEASE made as of the 21st day of November, 1996, between 200 FIFTH AVENUE ASSOCIATES, having an office c/o Helmsley-Spear, Inc., THE TOY CENTER, 200 Fifth Avenue, New York, New York 10010, hereinafter referred to as "Lessor" or...Lease Agreement • October 7th, 1996 • Fundex Games LTD
LOGO)Stock Certificate • October 7th, 1996 • Fundex Games LTD
ANDRepresentative's Warrant Agreement • October 7th, 1996 • Fundex Games LTD • Delaware
EXHIBIT 2.1 Plan of Merger ("PLAN") between Third Quarter, Inc., an Indiana corporation (the "MERGED CORPORATION"), and Fundex Games, Ltd., a Nevada corporation (the "SURVIVING CORPORATION") (both of said corporations are sometimes referred to jointly...Plan of Merger • October 7th, 1996 • Fundex Games LTD
RECITALSAssignment of Intellectual Property Rights • October 7th, 1996 • Fundex Games LTD • Indiana
AGREEMENTMarketing Agreement • October 7th, 1996 • Fundex Games LTD • Indiana
1 EXHIBIT 10.15 PROTOTYPE MONEY PURCHASE ADOPTION AGREEMENT - STANDARD - 002 The undersigned employer(s) THIRD QUARTER CORPORATION hereinafter referred to as the "Employer," hereby adopts the THIRD QUARTER CORP. Standard Prototype Money Purchase...Prototype Money Purchase Adoption Agreement • October 7th, 1996 • Fundex Games LTD
4. EFFECTIVE DATE OF PLAN OR AMENDMENT (For new Plans, the effective date of the Plan. For existing Plans, the effective date of the amendment adopting the PaineWebber Prototype): 10-1-94 ---------------- (Month/Day/Year)Simplified Employee Pension Plan Adoption Agreement • October 7th, 1996 • Fundex Games LTD
