0001013762-11-002567 Sample Contracts

THIRD CONSENT AND WAIVER AGREEMENT
Third Consent and Waiver Agreement • September 26th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops

This Third Consent and Waiver Agreement (“Agreement”) is made and entered into as of September 23, 2011, by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (“Subscribers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreement (as defined below).

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