0000950123-17-005633 Sample Contracts

FINANCING AGREEMENT Dated as of October 30, 2015 by and among FUNKO ACQUISITION HOLDINGS, L.L.C., as Ultimate Parent and a Borrower, FUNKO HOLDINGS LLC, as Parent and a Borrower, FUNKO, LLC as a Borrower, EACH OF THE GUARANTORS (AS DEFINED HEREIN), as...
Financing Agreement • June 9th, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

Financing Agreement, dated as of October 30, 2015, by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the “Ultimate Parent” or the “Buyer”), as the initial borrower, and immediately upon consummation of the Funko Acquisition (as hereinafter defined) Funko Holdings LLC, a Delaware limited liability company (“Parent” or ”Funko Holdings”) and Funko, LLC, a Washington limited liability company (“Funko”, and Funko, together with the Ultimate Parent, the Parent and each other Person that executes a Joinder Agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a Joinder Agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time

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AMENDMENT NO. 3 TO FINANCING AGREEMENT
Financing Agreement • June 9th, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

Financing Agreement, dated as of October 30, 2015, by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the “Ultimate Parent” or the “Buyer”), as the initial borrower, and immediately upon consummation of the Funko Acquisition (as hereinafter defined) Funko Holdings LLC, a Delaware limited liability company (“Parent” or “Funko Holdings”) and Funko, LLC, a Washington limited liability company (“Funko”, and Funko, together with the Ultimate Parent, the Parent and each other Person that executes a Joinder Agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a Joinder Agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time

Contract
Option Agreement • June 9th, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Delaware

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 9th, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Washington

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) made and entered into as of October 30, 2015 (the “Effective Date”), by and between BRIAN MARIOTTI, an individual residing at (“Executive”), and FUNKO, LLC, a Delaware limited liability company (the “Company”).

AMENDMENT NO. 2 TO FINANCING AGREEMENT
Financing Agreement • June 9th, 2017 • Funko, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

AMENDMENT NO. 2 TO FINANCING AGREEMENT (this “Amendment”), dated as of October 13, 2016, to the Financing Agreement, dated as of October 30, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the “Ultimate Parent” or the “Buyer”), as the initial borrower, and immediately upon consummation of the Funko Acquisition (as defined in the Financing Agreement), Funko Holdings LLC, a Delaware limited liability company (“Parent” or “Funko Holdings”) and Funko, LLC, a Washington limited liability company (“Funko”, and Funko, together with the Ultimate Parent, the Parent and each other Person that executes a Joinder Agreement (as defined in the Financing Agreement) and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with e

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