AMENDMENT NO.1 TO LOCKUP AGREEMENT
Exhibit 10.1
AMENDMENT NO.1 TO LOCKUP AGREEMENT
This Amendment No. 1 to Lock Agreement (this “Amendment”), dated as of February 9, 2011, is entered into by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and Xxxxxx Xxxxxxx (the “Holder”).
WITNESSETH:
WHEREAS, the Company and the Holder are party to a LockUp Agreement, dated as of November 24, 2010 (the “LockUp Agreement”);
WHEREAS, the Company and the Holder desire to amend the LockUp Agreement as more particularly set forth below;
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:
1. 2,000,000 shares of the Company’s common stock held by Holder are released from the lock-up. For the avoidance of doubt, Holder will not be restricted from selling, transferring or otherwise disposing of up to 2,000,000 shares of the Company’s common stock under the Lock-Up Agreement from and after the date of this Amendment.
3. Except as modified herein, the terms of the LockUp Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile shall constitute an original.
[Signature Page Follows]
1
[SIGNATURE PAGE TO AMENDMENT TO LOCKUP AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of this 9th day of February, 2011.
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By: |
/s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Chief Executive Officer
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/s/ Xxxxxx Fedourk
Xxxxxx Xxxxxxx
Consented to by a Majority in Interest of the Subscribers pursuant to Section 9 of LockUp Agreement:
ALPHA CAPITAL ANSTALT
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By: |
/s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
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Title: Director
Principal Amount of Notes held: $500,000
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ADVENTURE VENTURES LLC
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By: | /s/ Xxx Xxxxxx | ||||
Name: Xxx Xxxxxx |
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Title:
Principal Amount of Notes held: $125,000
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OSHER CAPITAL PARTNERS LLC
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By: | /s/ Xxx Xxxxxx | ||||
Name: Xxx Xxxxxx |
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Title:
Principal Amount of Notes held: $125,000
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WHALVEHAVEN CAPITAL FUND LIMITED
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By: | /s/ Xxxx Xxxxxxxx | ||||
Name: Xxxx Xxxxxxxx |
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Title:
Principal Amount of Notes held: $500,000
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FLM HOLDINGS LLC
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By: | /s/ Xxx Del Presto | ||||
Name: Xxx Del Presto |
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Title: Managing Member
Principal Amount of Notes held: $506,488.89
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FJD HOLDING LLC
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By: | |||||
Name: |
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Title:
Principal Amount of Notes held: $250,000
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BRIO CAPITAL L.P.
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By: | /s/ Xxxxx Xxxxxx | ||||
Name: Xxxxx Xxxxxx |
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Title: Managing Member
Principal Amount of Notes held: $150,000
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XXXXXX XXXX
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By: | |||||
Name: |
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Title:
Principal Amount of Notes held: $100,000
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2
XXXXXXX INVESTMENT HOLDINGS LLC
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By: | |||||
Name: |
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Title:
Principal Amount of Notes held: $150,000
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BRISTOL INVESTMENT FUND, LTD.
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By: | /s/ Xxxx Xxxxxxx | ||||
Name: Xxxx Xxxxxxx |
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Title: Director
Principal Amount of Notes held: $280,000
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BRISTOL CAPITAL ADISORS
PROFIT SHARING PLAN
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By: | /s/ Xxxx Xxxxxxx | ||||
Name: Xxxx Xxxxxxx |
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Title: Authorized Signatory
Principal Amount of Notes held: $40,000
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BRISTOL CAPITAL, LLC
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By: | /s/ Xxxx Xxxxxxx | ||||
Name: Xxxx Xxxxxxx |
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Title: Manager
Principal Amount of Notes held: $80,000
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