Exhibit 99.2 CHART STUDIO PUBLISHING & TRUDY CORPORATION MEMORANDUM OF UNDERSTANDING Memorandum of Agreement (hereinafter called the "MOU") February 19, 2004 Between: Trudy Corporation, doing business under the trade names, Soundprints and Studio...Memorandum of Understanding • March 5th, 2004 • Trudy Corp • Books: publishing or publishing & printing • Connecticut
EXHIBIT 10.1 Consulting Agreement with Stanton, Walker & Company CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into this 19th day of July, 2006 by and between Stanton, Walker & Company, a New Jersey Corporation...Consulting Agreement • August 31st, 2006 • Trudy Corp • Books: publishing or publishing & printing • New Jersey
Exhibit 2. --------- HEADS OF AGREEMENT This HEADS OF AGREEMENT ("Agreement"), dated this 5th day of June, 2001, among TRUDY CORPORATION, a Delaware corporation ("Trudy"), CHART STUDIO (PROPRIETARY) LIMITED ("Chart Studio"), a company formed under the...Heads of Agreement • June 8th, 2001 • Trudy Corp • Books: publishing or publishing & printing • Connecticut
February 2, 2009Letter of Intent • February 9th, 2009 • Trudy Corp • Books: publishing or publishing & printing
The purpose of this Letter of Intent (“LOI” or “Agreement”) is to set forth certain nonbinding understandings and certain binding agreements with respect to the proposal by PCS Edventures!.com, Inc., an Idaho corporation located at 345 Bobwhite Court, Suite 200, Boise, Idaho, USA 83706 (“PCS”), to acquire substantially all of the assets of Trudy Corporation, a Delaware corporation doing business as Soundprints and Studio Mouse and located at 353 Main Avenue, Norwalk, Connecticut, 06851 (the “Company”). The parties to this LOI include PCS, Company, the Company’s principal shareholders who control a majority of the Company’s voting securities as set forth on the signature page (“Shareholders”), and William W. Burnham (“Burnham”).
AMENDMENT NO. 1 TO DEBT CANCELLATION AND INDEMNIFICATION AGREEMENTDebt Cancellation and Indemnification Agreement • June 21st, 2010 • Trudy Corp • Books: publishing or publishing & printing
This Amendment No. 1, dated as of June 15, 2010 (this “Amendment”), amends that certain Debt Cancellation and Indemnification Agreement (the “Agreement”), dated as of December 18, 2009, among MMAC, LLC, a Delaware limited liability company (the “Buyer”), TRUDY CORPORATION, a Delaware corporation (the “Seller”), William W. Burnham, an individual residing in the state of Connecticut (“Mr. Burnham”) and Alice B. Burnham, an individual residing in the State of Connecticut (“Mrs. Burnham”, and together with Mr. Burnham, the “Principals”). Capitalized terms used herein without definition have the meanings specified in the Agreement.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 21st, 2010 • Trudy Corp • Books: publishing or publishing & printing • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended from time to time, this “Agreement”) of MMAC, LLC, a Delaware limited liability company (the “Company”), is entered into as of ___________, 2010 by and among the Persons listed as Members on Exhibit A. Capitalized terms used herein without definition have the meanings specified in Article I. This Agreement amends and restates the Limited Liability Company Agreement of the Company, dated November 19, 2009 (the “Original Agreement”), in its entirety.
ASSET PURCHASE AGREEMENT BETWEEN MMAC, LLC AND TRUDY CORPORATION December 18, 2009Asset Purchase Agreement • December 23rd, 2009 • Trudy Corp • Books: publishing or publishing & printing • Connecticut
Asset Purchase Agreement (the “Agreement”) entered into as of December 18, 2009, by and between (i) MMAC, LLC, a Delaware limited liability company (the “Buyer”) and (ii) Trudy Corporation, a Delaware corporation (the “Seller”). The Buyer and the Seller are referred to collectively herein as the “Parties” and singularly as a “Party”.
VOTING AGREEMENTVoting Agreement • July 21st, 2010 • Trudy Corp • Books: publishing or publishing & printing • Delaware
VOTING AGREEMENT, dated as of December 18, 2009 (this “Agreement”), among MMAC, LLC, a Delaware limited liability company (“Buyer”), and certain stockholders of Trudy Corporation, a Delaware corporation (“Company”), identified on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT NO. 2 TO DEBT CANCELLATION AND INDEMNIFICATION AGREEMENTDebt Cancellation and Indemnification Agreement • September 15th, 2010 • Trudy Corp • Books: publishing or publishing & printing
This Amendment No. 2, dated as of August 31, 2010 (this “Amendment”), amends that certain Debt Cancellation and Indemnification Agreement, dated as of December 18, 2009, as previously amended as of June 15, 2010 (as so amended, the “Agreement”), among MMAC, LLC, a Delaware limited liability company (the “Buyer”), TRUDY CORPORATION, a Delaware corporation (the “Seller”), William W. Burnham, an individual residing in the state of Connecticut (“Mr. Burnham”) and Alice B. Burnham, an individual residing in the State of Connecticut (“Mrs. Burnham”, and together with Mr. Burnham, the “Principals”). Capitalized terms used herein without definition have the meanings specified in the Agreement.
