1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("AGREEMENT"), dated as of October 1, 2000 (the "COMMENCEMENT DATE"), is between Zindart Limited, a corporation organized under the laws of Bermuda (the "COMPANY"), and Peter A.J. Gardiner,...Employment Agreement • February 14th, 2001 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledFebruary 14th, 2001 Company Industry
CONSULTANCY AGREEMENT FOR ALEXANDER M.K. NGANZindart LTD • August 14th, 1998 • Games, toys & children's vehicles (no dolls & bicycles) • Virgin Islands
Company FiledAugust 14th, 1998 Industry Jurisdiction
AGREEMENT BETWEENAgreement • February 14th, 2001 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • England
Contract Type FiledFebruary 14th, 2001 Company Industry Jurisdiction
1 EXHIBIT 10.3 SINO-FOREIGN COOPERATION CONTRACT SHENZHEN HUA XUAN PRINTING PRODUCT CO. LTD. 1. GENERAL PRINCIPLES People's Republic of China, Shenzhen City, Boan District, Xixian Town Goshu Economic Development Company and Hong Kong Hua Yang Printing...Zindart LTD • February 17th, 1998 • Games, toys & children's vehicles (no dolls & bicycles)
Company FiledFebruary 17th, 1998 Industry
DATED 1998 ----------------------- ZINDART LIMITED AS BORROWER CREDIT SUISSE FIRST BOSTON, HONG KONG BRANCH STANDARD CHARTERED BANK AS ARRANGERSZindart LTD • February 17th, 1998 • Games, toys & children's vehicles (no dolls & bicycles) • England
Company FiledFebruary 17th, 1998 Industry Jurisdiction
amongExchange Agreement • February 17th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
Contract Type FiledFebruary 17th, 1998 Company Industry Jurisdiction
RECITALSLoan and Security Agreement • February 12th, 2002 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • California
Contract Type FiledFebruary 12th, 2002 Company Industry Jurisdiction
1 EXHIBIT 10.7 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT is entered into as of January __, 2000 (the "Effective Date"), by Zindart Limited (the "Company") and ChinaVest Limited ("ChinaVest"). WHEREAS, the Company desires to...Management Services Agreement • June 29th, 2000 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • California
Contract Type FiledJune 29th, 2000 Company Industry Jurisdiction
1 EXHIBIT 10.12 SUPPLEMENTAL AGREEMENT BETWEEN ZINDART AND XINXING FOR THE TERMINATION OF COOPERATIVE JOINT VENTURE CONTRACT PARTY A: GUANGZHOU XINJIAO HUANGPU ECONOMIC DEVELOPMENT COMPANY PARTY B: HONG KONG ZINDART ENTERPRISE COMPANY LIMITED Party A...Supplemental Agreement • March 9th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledMarch 9th, 1998 Company Industry
ZINDART LIMITED ANDDeposit Agreement • February 3rd, 1997 • Zindart Industrial Co LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York
Contract Type FiledFebruary 3rd, 1997 Company Industry Jurisdiction
1 Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "AGREEMENT"), dated February 18, 1997, is between ZIC Holdings Limited, a Cayman Islands corporation ("ZICHL") and Zindart Limited, a Hong Kong corporation ("ZINDART"). A....Indemnification Agreement • February 21st, 1997 • Zindart Industrial Co LTD • Games, toys & children's vehicles (no dolls & bicycles) • California
Contract Type FiledFebruary 21st, 1997 Company Industry Jurisdiction
3- 4 (d) The subsidiaries (each, a "Subsidiary" and collectively the "Subsidiaries") of the Company and the jurisdiction of incorporation of each Subsidiary is listed on Exhibit A hereto. As used in this Agreement, the word "subsidiary" means any...Zindart Industrial Co LTD • February 3rd, 1997 • Games, toys & children's vehicles (no dolls & bicycles) • California
Company FiledFebruary 3rd, 1997 Industry Jurisdiction
EXHIBIT 10.15 (Shenzhen Huaxuan Dongshan Factory) LEASE CONTRACT FOR PREMISES Landlord (Party A): Yinzhika Electronics (Shenzhen) Limited Company Registered Address: Shenzhen Baoan District, Gushu Road JunctionZindart LTD • March 9th, 1998 • Games, toys & children's vehicles (no dolls & bicycles)
Company FiledMarch 9th, 1998 Industry
EMPLOYMENT AGREEMENT FOR RICHARD TONGEmployment Agreement • February 12th, 2002 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
Contract Type FiledFebruary 12th, 2002 Company Industry Jurisdiction
1 EXHIBIT 10.2 PROCESSING AGREEMENTProcessing Agreement • March 9th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledMarch 9th, 1998 Company Industry
1 Exhibit 10.2(b) SINO-FOREIGN CO-OPERATION ZINDART (XINXING) TOYS (GUANGZHOU) COMPANY LIMITED SUPPLEMENTAL CONTRACT Party A: Guangzhou Xinjiao Huangbu Economic Development Company Xinxing Toys Factory Party B: Zindart Industrial Company Limited By a...Zindart Industrial Co LTD • February 3rd, 1997 • Games, toys & children's vehicles (no dolls & bicycles)
Company FiledFebruary 3rd, 1997 Industry
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 12th, 2002 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledFebruary 12th, 2002 Company Industry
EMPLOYMENT AGREEMENT FOR ALEXANDER M.K. NGANEmployment Agreement • August 14th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
Contract Type FiledAugust 14th, 1998 Company Industry Jurisdiction
3- 4 (d) The subsidiaries (each, a "Subsidiary" and collectively the "Subsidiaries") of the Company and the jurisdiction of incorporation of each Subsidiary is listed on Exhibit A hereto. As used in this Agreement, the word "subsidiary" means any...Zindart Industrial Co LTD • December 16th, 1996 • California
Company FiledDecember 16th, 1996 Jurisdiction
EMPLOYMENT AGREEMENT FOR KEVIN MURPHYZindart LTD • February 12th, 2002 • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
Company FiledFebruary 12th, 2002 Industry Jurisdiction
EXHIBIT 4.3 ZINDART LIMITED STOCK OPTION AGREEMENT FOR PETER A.J. GARDINER THIS STOCK OPTION AGREEMENT (the "Agreement") is made as of October 31, 2000 (the "Effective Date"), between Zindart Limited, a Hong Kong corporation (the "Company"), and Peter...Stock Option Agreement • July 1st, 2002 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
Contract Type FiledJuly 1st, 2002 Company Industry Jurisdiction
EXHIBIT 10.14 AGREEMENT FOR LEASE OF FACTORY BUILDING PARTY A: GUSHU VILLAGE COMMITTEE, XIXIANG TOWN PARTY B: HUAXUAN PRINTING COMPANY LIMITED In order to develop the economy, increase collective income and raise the standard of living of the...Zindart LTD • March 9th, 1998 • Games, toys & children's vehicles (no dolls & bicycles)
Company FiledMarch 9th, 1998 Industry
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York
Contract Type FiledNovember 20th, 2006 Company Industry JurisdictionThis Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of December, 2006 by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and the other parties signatories hereto.
EXHIBIT 10.17 MANAGEMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Employment" or "this Agreement") is made and entered into as of the 31st day of January, 1998, by and between Hua Yang Holdings Co., Ltd., a Cayman Islands company (hereinafter the...Management Agreement • February 17th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledFebruary 17th, 1998 Company Industry
EFFECTIVE August 23 2005, THE COMPANYS NAME HAS CHANGED FROM STRIKER RESOURCES TO NORTH AUSTRALIAN DIAMONDS LIMITED Exhibit A to DEPOSIT AGREEMENT AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents ten deposited Shares) THE BANK OF...Corgi International LTD • January 13th, 2006 • Games, toys & children's vehicles (no dolls & bicycles)
Company FiledJanuary 13th, 2006 Industry
COFACE RECEIVABLES FINANCE LIMITED Receivables Finance Agreement This document is important. If you are in any doubt about its effect then, before you sign it, you should consult your solicitors or accountants about your resulting obligations.Corgi International LTD • October 16th, 2008 • Games, toys & children's vehicles (no dolls & bicycles)
Company FiledOctober 16th, 2008 IndustryWe, Coface Receivables Finance Limited, (English Company Number 04933860), agree with you, the Client referred to in the Client Particulars at the end of this document to provide you with a receivables finance facility as set out below which are also subject to our separate Standard Terms and Conditions.
AGREEMENTAgreement • October 16th, 2008 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • Washington
Contract Type FiledOctober 16th, 2008 Company Industry Jurisdiction
EXHIBIT 1.1 Zindart Limited (a Hong Kong corporation) 3,000,000 American Depositary Shares Representing 3,000,000 Ordinary Shares(1) UNDERWRITING AGREEMENTSelling Shareholders • March 10th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • California
Contract Type FiledMarch 10th, 1998 Company Industry Jurisdiction
1 EXHIBIT 10.13 HUAYANG PRINTING GROUP COMPANY LIMITED Contract for using Factory, Warehouse and Dormitories PARTY A: Gushu Economic Development Company, Xixiang Town, Baoan Area, Shenzhen, an enterprise legal person registered and established...Zindart LTD • March 9th, 1998 • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
Company FiledMarch 9th, 1998 Industry Jurisdiction
Effective December 21, 2006, the Companys Par Value changed from HK$0.50 to HK$3.00 Exhibit A to Deposit Agreement No. AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents one (1) deposited Share) THE BANK OF NEW YORK AMERICAN...Corgi International LTD • January 3rd, 2007 • Games, toys & children's vehicles (no dolls & bicycles)
Company FiledJanuary 3rd, 2007 Industry
RECITALSAgreement Regarding Future Share Distributions • February 17th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • California
Contract Type FiledFebruary 17th, 1998 Company Industry Jurisdiction
ZINDART LIMITED as BorrowerTerm Facility Agreement • June 28th, 2001 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
Contract Type FiledJune 28th, 2001 Company Industry Jurisdiction
1 EXHIBIT 10.16 AGREEMENT FOR LEASE OF DORMITORY PARTY A: GUSHU ECONOMIC DEVELOPMENT COMPANY, XIXIANG TOWN PARTY B: HUAXUAN PRINTING COMPANY LIMITED After the friendly negotiations between Parties A and B, due to Party B's wish to expand the business...Zindart LTD • March 9th, 1998 • Games, toys & children's vehicles (no dolls & bicycles)
Company FiledMarch 9th, 1998 Industry
Dated 15 April 2006Employment Agreement • September 1st, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles)
Contract Type FiledSeptember 1st, 2006 Company Industry
SECOND AMENDMENT AND WAIVER AGREEMENTSecond Amendment and Waiver Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York
Contract Type FiledNovember 20th, 2006 Company Industry JurisdictionThis Second Amendment and Waiver Agreement (the “Agreement”) is being entered into as of August, 2006 by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and certain of the entities and individuals listed on the Schedule of Purchasers (the “Purchasers”) attached as Exhibit C to that certain Note and Warrant Purchase Agreement dated April 28, 2006, by and among the Company and the Purchasers, as amended by that certain Amendment and Waiver Agreement previously executed and delivered by the Company and certain of the Purchasers (together, the “Purchase Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Purchase Agreement.