FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
EXHIBIT
10.2
FIRST
AMENDED AND RESTATED
THIS
FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made
and entered into as of ____________, 2007 by and among Small World Kids,
Inc., a
Nevada corporation (the “Company”), and the investors listed on Exhibit A
attached hereto (each a “Purchaser” and collectively the
“Purchasers”).
RECITALS
A.
Certain
of the Purchasers purchased Secured Subordinated Convertible Notes (the “October
2006 Notes”) in the aggregate Face Amount of $330,000 pursuant to the terms of
that certain Note Purchase Agreement, dated as of October 6, 2006 (the “Original
Purchase Agreement”), as amended as of the date hereof (the “April 2007
Amendment”, which together with the Original Purchase Agreement is referred to
as the “October 2006 Purchase Agreement”). In connection with the October 2006
Notes, the Company issued to those Purchasers Common Stock Purchase Warrants,
which were subsequently substituted with Class A-2 Preferred Stock Warrants
(the
“October 2006 Warrants”) exercisable for shares of the Company’s Class A-2
Convertible Preferred Stock (the “Class A-2 Preferred Stock”). The Class A-2
Preferred Stock is convertible into shares of the Company’s Common
Stock.
B.
The
Company and the Purchasers who acquired the October 2006 Notes and the October
2006 Warrants entered into that certain Registration Rights Agreement, dated
as
of October 6, 2006 (the “Original Registration Rights Agreement”). Those parties
intend that the Original Registration Rights Agreement shall be amended and
restated in its entirety by this Agreement.
C.
Certain
of the Purchasers purchased Secured Subordinated Convertible Notes (the “April
2007 Notes”) in the aggregate Face Amount of at least $750,000 pursuant to the
terms of that certain Note Purchase Agreement, dated as of the date hereof
(the
“April 2007 Purchase Agreement”). In connection with the April 2007 Notes, the
Company issued to those Purchasers Class A-2 Preferred Stock Warrants
exercisable for shares of the Company’s Class A-2 Preferred Stock (the “April
2007 Warrants”).
D.
The
October 2006 Purchase Agreement and the April 2007 Purchase Agreement are
collectively referred to as the “Purchase Agreements.” The October 2006 Notes
and the April 2007 Notes are collectively referred to as the “Notes.” The
October 2006 Warrants and the April 2007 Warrants are collectively referred
to
as the “Warrants.”
E.
Entering
into this Agreement is required pursuant to the terms of the April 2007
Amendment and is a condition precedent to the obligation of the Purchasers
to
purchase the April 2007 Notes under the April 2007 Purchase
Agreement.
F.
The
capitalized terms used in this Agreement that are not defined herein shall
have
the meanings ascribed to them in the Purchase Agreements.
TERMS
AND CONDITIONS
NOW
THEREFORE, in consideration of the mutual agreements, covenants and conditions
and releases contained herein, the Company and THE Purchasers hereby agree
as
follows:
1.
Definitions.
As used
herein:
1.1 The
term
“Holder” means any person owning or having the right to acquire Registrable
Shares or any assignee thereof in accordance with Section 2.8
hereof.
1.2 The
terms
“register,” “registered,” and “registration” refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities
Act (as defined below) and the applicable rules and regulations thereunder,
and
the declaration or ordering of the effectiveness of such registration
statement.
1.3 For
the
purposes hereof, the term “Registrable Shares” means and includes (i) the shares
of Common Stock of the Company issued or issuable, directly or indirectly,
upon
conversion of the Class A-2 Preferred Shares, and (ii) any shares or other
securities issued or issuable as a result of a stock split, dividend or other
distribution with respect to or in exchange for or in replacement of the
shares
referenced in (i), excluding in all cases, however, any Registrable Shares
sold
by a Person in a transaction in which his or her rights under Section 2 are
not
assigned.
1.4 The
term
“Ownership Percentage” means and includes, with respect to each Holder of
Registrable Shares requesting inclusion of Registrable Shares in an offering
pursuant to this Agreement, the number of Registrable Shares held by such
Holder
divided by the aggregate of (i) all Registrable Shares held by all Holders
requesting registration in such offering and (ii) the total number of all
other
securities entitled to registration pursuant to any agreement with the Company
and held by others participating in the underwriting.
1.5 The
term
“Securities Act” means the Securities Act of 1933, as amended.
1.6 The
term
“Exchange Act” means the Securities Exchange Act of 1934, as
amended.
1.7 The
term
“SEC” means the Securities and Exchange Commission.
1.8 The
term
“Public Offering” means and includes the closing of an underwritten public
offering pursuant to an effective registration statement under the Securities
Act, covering the offer and sale of securities to the general public for
the
account of the Company.
2.
Registration
Rights.
2.1
“Piggy
Back” Registration.
If at
any time the Company shall determine to register under the Securities Act
(including pursuant to a demand of any stockholder of the Company exercising
registration rights) any of its Common Stock (other than a registration relating
solely to the sale of securities to participants in a Company employee benefits
plan, a registration on any form which does not include substantially the
same
information as would be required to be included in a registration statement
covering the sale of the Registrable Shares), it shall send to each Holder
written notice of such determination and, if within twenty (20) days after
receipt of such notice, such Holder shall so request in writing, the Company
shall use its best efforts to include in such registration statement all
of the
Registrable Shares that such Holder requests to be registered, except that
if,
in connection with any offering involving an underwriting of Common Stock
to be
issued by the Company, the managing underwriter shall impose a limitation
on the
number of shares of Common Stock included in any such registration statement
because, in such underwriter’s judgment, such limitation is necessary based on
market conditions, the Company shall be obligated to include in such
registration statement, with respect to the requesting Holder, only an amount
of
Registrable Shares equal to the product of (i) the number of Registrable
Shares
that remain available for registration after the underwriter’s cut back and (ii)
such Holder’s Ownership Percentage, as that term is defined in Section 1.4. If
any Holder disapproves of the terms of such underwriting, he may elect to
withdraw therefrom by written notice to the Company and the underwriter.
Notwithstanding anything herein to the contrary, the amount of Registrable
Securities to otherwise be included in any registration statement shall be
subject to the limitations imposed by Rule 415 under the Securities Act as
determined by counsel to the Company.
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2.2
Effectiveness.
(a) The
Company will use its best efforts to maintain the effectiveness for the period
described in the plan of distribution set forth in the registration
statement.
(b) The
Company will from time to time amend or supplement such registration statement
and the prospectus contained therein as and to the extent necessary to comply
with the Securities Act and any applicable state securities statute or
regulation.
2.3
Indemnification.
(a)
Indemnification
of Holders.
In the
event that the Company registers any of the Registrable Shares under the
Securities Act, the Company will indemnify and hold harmless each Holder
and
each underwriter of the Registrable Shares so registered (including any broker
or dealer through whom such shares may be sold) and each person, if any,
who
controls such Holder within the meaning of the Securities Act or any such
underwriter within the meaning of Section 15 of the Securities Act from and
against any and all losses, claims, damages, expenses or liabilities (or
any
action in respect thereof), joint or several, to which they or any of them
become subject under the Securities Act or under any other statute or at
common
law or otherwise, and, except as hereinafter provided, will reimburse each
such
Holder, such Holder’s directors and officers, each such underwriter and each
such controlling person, if any, for any legal or other expenses reasonably
incurred by them or any of them, as such expenses are incurred, in connection
with investigating, defending, or settling any actions whether or not resulting
in any liability, insofar as such losses, claims, damages, expenses, liabilities
or actions arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the registration statement,
in
any preliminary or amended preliminary prospectus or in the prospectus (or
the
registration statement or prospectus as from time to time amended or
supplemented by the Company); (ii) arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein not misleading;
or
(iii) any violation by the Company of the Securities Act, the Exchange Act,
a
state securities law or any rule or regulation under the Securities Act,
the
Exchange Act or any state securities law; provided, however, that the indemnity
contained in this Section 2.3(a) will not apply where such untrue statement
or
omission was made in such registration statement, preliminary or amended,
preliminary prospectus or prospectus in reliance upon and in conformity with
information furnished in writing to the Company in connection therewith by
such
Holder of Registrable Shares, any such underwriter or any such controlling
person expressly for use therein. Promptly after receipt by any Holder of
Registrable Shares, any underwriter or any controlling person of notice of
the
commencement of any action in respect of which indemnity may be sought against
the Company, such Holder of Registrable Shares, or such underwriter or such
controlling person, as the case may be, will notify the Company in writing
of
the commencement thereof, and, subject to the provisions hereinafter stated,
the
Company shall assume the defense of such action (including the employment
of
counsel, who shall be counsel reasonably satisfactory to such Holder of
Registrable Shares, such underwriter or such controlling person, as the case
may
be), and the payment of expenses insofar as such action shall relate to any
alleged liability in respect of which indemnity may be sought against the
Company. Such Holder of Registrable Shares, any such underwriter or any such
controlling person shall have the right to employ separate counsel in any
such
action and to participate in the defense thereof in the event the representation
of such Holder, underwriter or controlling person by counsel retained by
or on
the behalf of the Company would be inappropriate due to conflicts of interest
between any such person and any other party represented by such counsel in
such
proceeding or action, in which case the Company shall pay, as incurred, the
fees
and expenses of such separate counsel. The Company shall not be liable to
indemnify any person under this Section 2.3(a) for any settlement of any
such
action effected without the Company’s consent (which consent shall not be
unreasonably withheld). The Company shall not, except with the approval of
each
party being indemnified under this Section 2.3(a) (which approval will not
be
unreasonably withheld), consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving
by
the claimant or plaintiff to the parties being so indemnified of a release
from
all liability in respect to such claim or litigation.
3
(b)
Indemnification
of Company.
In the
event that the Company registers any of the Registrable Shares under the
Securities Act, each Holder of the Registrable Shares so registered will
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration statement, each underwriter of
the
Registrable Shares so registered (including any broker or dealer through
whom
any of such shares may be sold) and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act from and against
any and all losses, claims, damages, expenses or liabilities (or any action
in
respect thereof), joint or several, to which they or any of them may become
subject under the Securities Act or under any other statute or at common
law or
otherwise, and, except as hereinafter provided, will reimburse the Company
and
each such director, officer, underwriter or controlling person for any legal
or
other expenses reasonably incurred by them or any of them, as such expenses
are
incurred, in connection with investigating or defending any actions whether
or
not resulting in any liability, insofar as such losses, claims, damages,
expenses, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement, in any preliminary or amended preliminary prospectus
or
in the prospectus (or the registration statement or prospectus as from time
to
time amended or supplemented) or arise out of or are based upon the omission
or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, but
only
insofar as any such statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company in connection
therewith by such Holder, expressly for use therein; provided, however, that
such Holder’s obligations hereunder shall be limited to an amount equal to the
net proceeds to such Holder of the Registrable Shares sold in such registration.
Promptly after receipt of notice of the commencement of any action in respect
of
which indemnity may be sought against such Holder of Registrable Shares,
the
Company will notify such Holder of Registrable Shares in writing of the
commencement thereof, and such Holder of Registrable Shares shall, subject
to
the provisions hereinafter stated, assume the defense of such action (including
the employment of counsel, who shall be counsel reasonably satisfactory to
the
Company) and the payment of expenses insofar as such action shall relate
to the
alleged liability in respect of which indemnity may be sought against such
Holder of Registrable Shares. The Company and each such director, officer,
underwriter or controlling person shall have the right to employ separate
counsel in any such action and to participate in the defense thereof in the
event the representation of the Company, any of its officers or directors
or any
underwriter or controlling person by counsel retained by or on the behalf
of
such Holder would be inappropriate due to conflicts of interest between any
such
person and any other party represented by such counsel in such proceeding
or
action, in which case such Holder shall pay, as incurred, the fees and expenses
of such separate counsel, but only one such counsel. Notwithstanding the
two
preceding sentences, if the action is one in which the Company may be obligated
to indemnify any Holder of Registrable Shares pursuant to Section 2.3, the
Company shall have the right to assume the defense of such action, subject
to
the right of such Holders to participate therein as permitted by Section
2.3.
Such Holder shall not be liable to indemnify any person for any settlement
of
any such action effected without such Holder’s consent (which consent shall not
be unreasonably withheld). Such Holder shall not, except with the approval
of
the Company (which approval shall not be unreasonably withheld), consent
to
entry of any judgment or enter into any settlement that does not include
as an
unconditional term thereof the giving by the claimant or plaintiff to the
party
being so indemnified of a release from all liability in respect to such claim
or
litigation.
2.4
Contribution.
If the
indemnification provided for in Section 2.3 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any
loss,
liability, claim, damage, or expense referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage, or expense in such proportion as
is
appropriate to reflect the relative fault of the indemnifying party on the
one
hand and of the indemnified party on the other in connection with the statements
or omissions that resulted in such loss, liability, claim, damage, or expense
as
well as any other relevant equitable considerations. The relative fault of
the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of
a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct
or
prevent such statement or omission.
4
2.5
Exchange
Act Registration.
With a
view to making available to the Holders the benefits of Rule 144 promulgated
under the Act and any other rule or regulation of the SEC that may at any
time
permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company agrees,
unless and until a decision to the contrary is made by the Board of Directors
in
the exercise of its business judgment, to:
(a)
file
on a
timely basis with the Securities and Exchange Commission all information
that
the Commission may require under either of Section 13 or Section 15(d) of
the
Exchange Act and, so long as it is required to file such information, take
all
action that may be required as a condition to the availability of Rule 144
under
the Securities Act (or any successor exemptive rule hereinafter in effect)
with
respect to the Company’s Common Stock; and
(b)
furnish
to any Holder forthwith upon request (i) a written statement by the Company
as
to its compliance with the reporting requirements of Rule 144, (ii) a copy
of
the most recent annual or quarterly report of the Company as filed with the
Securities and Exchange Commission, and (iii) any other reports and documents
that a Holder may reasonably request in availing itself of any rule or
regulation of the SEC allowing a Holder to sell any such Registrable Shares
without registration.
2.6
Further
Obligations of the Company.
Whenever the Company is required hereunder to register Registrable Shares,
it
agrees that it shall also do the following:
(a)
Furnish
to each selling Holder such copies of each preliminary and final prospectus
and
any other documents that such Holder may reasonably request to facilitate
the
public offering of its Registrable Shares;
(b)
Use
its
best efforts to register or qualify the Registrable Shares to be registered
pursuant to this Agreement under the applicable securities or “blue sky” laws of
such jurisdictions as any selling Holder may reasonably request and keep
such
registration or qualification effective during the period set forth in Section
2.2(a) above; provided, however, that the Company shall not be obligated
to
qualify to do business in any jurisdiction where it is not then so qualified
or
to take any action that would subject it to the service of process in suits
other than those arising out of the offer or sale of the securities covered
by
the registration statement in any jurisdiction where it is not then so
subject;
(c)
Notify
each Holder of Registrable Shares covered by such registration statement
at any
time when a prospectus relating thereto is required to be delivered under
the
Act of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the
light
of the circumstances then existing;
(d)
Cause
all
such Registrable Shares registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by the Company are
then
listed;
(e)
Provide
a
transfer agent and registrar for all Registrable Shares registered pursuant
hereunder and a CUSIP number for all such Registrable Shares, in each case
not
later than the effective date of such registration;
5
(f)
In
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement and other customary agreements,
in
usual and customary form, with the managing underwriter of such offering.
Each
Holder participating in such underwriting shall also enter into and perform
its
obligations under such an agreement;
(g)
Furnish,
at the request of any Holder requesting registration of Registrable Shares
pursuant to this Section 2, on the date that such Registrable Shares are
delivered to the underwriters for sale in connection with a registration
pursuant to this Section 2, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters,
on
the date that the registration statement with respect to such securities
becomes
effective:
(i)
at
the
request of any Holder, to furnish on the effective date of the Registration
Statement or, if the offering is underwritten, on the date that Registrable
Shares are delivered to the underwriters for sale, an opinion of counsel,
dated
such date, representing the Company for the purposes of such registration,
addressed to the underwriters and to such Holder, stating that such registration
statement has become effective under the Securities Act and that (i) to the
best
knowledge of such counsel, no stop order suspending the effectiveness thereof
has been issued and no proceedings for that purpose have been instituted
or are
pending or contemplated under the Securities Act, (ii) the registration
statement, the related prospectus and each amendment or supplement thereof
comply as to form in all material respects with the requirements of the
Securities Act (except that such counsel need not express any opinion as
to
financial statements or other financial data contained therein), and (iii)
such
other opinions as reasonably may be requested by counsel for the underwriters
or
by such Holder or its counsel;
(ii)
“comfort”
letters signed by the Company’s independent public accountants who have examined
and reported on the Company’s financial statements included in the registration
statement, to the extent permitted by the standards of the American Institute
of
Certified Public Accountants, covering substantially the same matters with
respect to the registration statement (and the prospectus included therein)
and
(in the case of the accountants’ “comfort” letters) with respect to events
subsequent to the date of the financial statements, as are customarily covered
in opinions of issuer’s counsel and in accountants’ “comfort” letters delivered
to the underwriters in underwritten public offerings of securities, but only
if
and to the extent that the Company is required to deliver or cause the delivery
of such opinion or “comfort” letters to the underwriters in an underwritten
public offering of securities;
(h)
Make
available for inspection by any seller of Registrable Shares, any underwriter
participating in any disposition pursuant to such registration statement,
and
any attorney, accountant or other agent retained by any such seller or
underwriter, all financial and other records, pertinent corporate documents
and
properties of the Company, and cause the Company’s officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent
in
connection with such registration statement;
(i)
Furnish
to each selling Holder, upon request, a copy of all documents filed and all
correspondence from or to the Securities and Exchange Commission in connection
with any such offering unless confidential treatment of such information
has
been requested of the Securities and Exchange Commission;
(j)
Keep
such
registration continuously effective for the period of time specified in Section
2.2(a) above;
(k)
promptly
prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as
may be
necessary to comply with the provisions of the Securities Act, and to keep
such
registration statement effective for that period of time specified in Section
2.2(a) above;
6
(l)
use
best
efforts to obtain the withdrawal of any order suspending the effectiveness
of a
registration statement, or the lifting of any suspension of the qualification
of
any of the Registrable Shares for sale in any jurisdiction, at the earliest
possible moment; and
(m)
Take
such
other actions as shall be reasonably requested by any Holder.
2.7
Expenses.
In the
case of a registration under Section 2.1 the Company shall bear all costs
and
expenses of each such registration, including, but not limited to, printing,
legal and accounting expenses, Securities and Exchange Commission filing
fees
and “blue sky” fees and expenses; provided, however, that the Company shall have
no obligation to pay or otherwise bear (i) any portion of the fees or
disbursements of more than one counsel for the Holders in connection with
the
registration of their Registrable Shares, which in no event shall exceed
$25,000, (ii) any portion of the underwriter’s commissions or discounts
attributable to the Registrable Shares being offered and sold by the Holders
of
Registrable Shares, or (iii) any of such expenses if the payment of such
expenses by the Company is prohibited by the laws of a state in which such
offering is qualified and only to the extent so prohibited.
2.8
Transfer
of Registration Rights.
The
registration rights of a Holder of Registrable Shares under this Agreement
may
be transferred as set forth below provided (1) the transferee is bound by
the
terms of this Agreement and (2) the Company is given written notice prior
to
such transfer. Accordingly, the registration rights of a Holder of Registrable
Shares may be transferred (i) to any partner or affiliate of a Holder, (ii)
in
the case of an individual, to any member of the immediate family of such
individual or to any trust for the benefit of the individual or any such
family
member or members, or (iii) to any other transferee which receives at least
50%
of the Registrable Shares held by the transferror. Notwithstanding the
foregoing, the registration rights of a Holder under this Agreement may not
be
transferred to an entity, or a person controlled by, under common control
with
or controlling such entity, which is a direct competitor of the
Company.
2.9
Market
Stand-Off Agreement.
Provided that all Holders are treated equally and all officers and directors
of
the Company are also so bound, no Holder shall, to the extent requested by
any
managing underwriter of the Company, sell or otherwise transfer or dispose
of
(other than to donees who agree to be similarly bound) any Registrable Shares
during a period (the “Stand-Off Period”) not to exceed 180 days following the
effective date of a registration statement of any secondary offering of the
Company under the Securities Act, (or in each case such shorter period as
the
Company or managing underwriter may authorize), and except in each case,
for
securities sold as part of the offering covered by such registration statement
in accordance with the provisions of this Agreement. In order to enforce
the
foregoing covenant, the Company may impose stock transfer restrictions with
respect to the Registrable Shares of each Holder until the end of the Stand-Off
Period; provided, that (a) the Holders shall not be subject to this provision
unless each officer, director and each person then owning greater than one
percent (1%) of the outstanding Common Stock (on a fully diluted basis) has
executed and remains bound by a comparable obligation; and (b) nothing herein
shall prevent any Holder from making a distribution of Registrable Shares
to an
affiliate of such Holder that is otherwise in compliance with applicable
securities laws, so long as such distributee agrees to be so bound.
Notwithstanding
the foregoing, the obligations described in this Section 2.9 shall not apply
to
a registration relating solely to employee benefit plans on Form S-1 or Form
S-8
or similar forms which may be promulgated in the future, or a registration
relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms
which may be promulgated in the future.
2.10
Termination
of Registration Rights.
The
obligations of the Company to register any Holder’s Registrable Shares pursuant
to this Section 2 shall terminate at such time as all of a Holder’s Registrable
Shares may immediately be sold under Rule 144 during any ninety (90) day
period,
free of any lock-up or market stand-off restrictions.
7
3.
Assignability.
This
Agreement shall be binding upon and inure to the benefit of the respective
heirs, successors and assigns of the parties hereto.
4.
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of California.
5.
Amendment.
Any
modification, amendment, or waiver of this Agreement or any provision hereof,
either retroactively or prospectively, shall be in writing and executed by
the
Company and the holders of not less than fifty percent (50%) of the Registrable
Shares which shall be binding upon all of the parties hereto.
6.
Counterparts.
This
Agreement may be executed in any number of counterparts and via facsimile,
each
of which shall be an original, but all of which together shall constitute
one
instrument.
7.
Notice.
Any
notices and other communications required or permitted under this Agreement
shall be effective if in writing and delivered personally or sent by telecopier,
federal express or registered or certified mail, postage prepaid, addressed
as
follows:
|
If
to the Purchasers, to:
|
The
names and addresses set forth in the signature block or on Exhibit
A
|
|
with
a copy to:
|
Xxxxx
X. XxXxxxxxx III, Esq.
Xxxxx
Xxxxxxx Xxxx Xxxxxx Xxxxxxx & Xxxxxx LLP
0000
Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxx 00000-0000
Facsimile:
(000) 000-0000
Email:
xxxxxxxxxx@xxxxxxxxxxxx.xxx
|
|
If
to the Company, to:
|
Small
World Kids, Inc.
0000
Xxxxxxxxxx Xxxxxxx
Xxxxxx
Xxxx, Xxxxxxxxxx 00000
Facsimile:
(000) 000-0000
|
|
with
a copy to:
|
Xxxxx
X. Xxxxxxxx, Esq.
Xxxx
& Xxxxx Professional Corporation
0000
Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
|
Unless
otherwise specified herein, such notices or other communications shall be
deemed
effective (a) on the date delivered, if delivered personally, (b) two business
days after being sent, if sent by Federal Express, (c) one business day after
being sent, if sent by telecopier with confirmation of good transmission
and
receipt, and (d) three business days after being sent, if sent by registered
or
certified mail. Each of the parties herewith shall be entitled to specify
another address by giving notice as aforesaid to each of the other parties
hereto.
IN
WITNESS WHEREOF, the Company has caused this First Amended and Restated
Registration Rights Agreement to be executed by its authorized officer as
of the
date first above written.
8
|
SMALL
WORLD KIDS, INC.
|
|
|
By:
Name:
Xxxxx Xxxx
Title:
Chief Executive Officer
|
Each
of
the undersigned Purchasers has caused this counterpart signature page to
the
First Amended and Restated Registration Rights Agreement with Small World
Kids,
Inc., a Nevada corporation, to be signed by its authorized officer or person
as
of the date first above written.
|
PURCHASERS:
|
|
|
HONG
KONG LEAGUE CENTRAL CREDIT UNION
|
|
|
By:
Name:
Title:
|
|
|
Address:
x/x
XXX Advisors, LLC
000
Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxxx Xxxxxxx
Fax
Number: 000-000-0000
|
|
|
SBI
ADVISORS, LLC
|
|
|
By:
Name:
Title:
|
|
|
Address:
000
Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxxx Xxxxxxx
Fax
Number: 000-000-0000
|
|
|
XXXXXXX
XXXXXX & COMPANY
|
|
|
By:
Name: Xxxxx
Xxxxxxx
Title: Sole
Proprietor
|
|
|
Address:
0000
X. Xxxxxxxx
Xxxxx
Xxx, Xxxxxxxxxx
Attention:
Xxxxx X. Xxxxxxx
Fax
Number: (000) 000-0000
|
9
The
undersigned Purchaser has caused this counterpart signature page to the First
Amended and Restated Registration Rights Agreement with Small World Kids,
Inc.,
a Nevada corporation, to be signed by its authorized officer or person as
of the
date first above written.
|
By:
Name:
Title:
Address:
|
|
|
Attention:
Fax
Number:
(____)
|
10
EXHIBIT
A
LIST
OF PURCHASERS
|
Name
of Purchaser
|
Face
Amount of Notes
|
Initial
Number of
Shares
Subject of
Warrants
|
|||||
|
Hong
Kong League Central Credit Union
|
$
|
302,500
|
--
|
||||
|
Kershaw/Mackie
& Company
|
$
|
27,500
|
12,500
|
||||
|
SBI
Advisors, LLC
|
--
|
137,500
|
|||||
|
SBI
Ventures, LLC
|
$
|
166,667
|
83,333
|
||||
|
Xxxxxx
X. Xxxxxx
|
$
|
111,111
|
55,555
|
||||
|
X.X.
Xxxxxxxxx, TowbinCapital Partners I, L.P.
|
$
|
111,111
|
55,555
|
||||
|
Xxxxxx
Capital Master Fund Ltd.
|
$
|
277,777
|
138,885
|
||||
|
Fine
Family Trust
|
$
|
111,111
|
55,555
|
||||
|
Xxxxx
Xxxxxxxx, Inc.
|
$
|
111,111
|
55,555
|
||||
|
The
Levy Family Trust of 1997
|
$
|
111,111
|
55,555
|
||||
|
Xxxxxx
Xxxxxxxxx
|
$
|
111,111
|
55,555
|
||||
|
Xxxxxx
Xxxxxxxxx
|
$
|
111,111
|
55,555
|
||||
