0001013762-11-003120 Sample Contracts

Note and Warrant Amendment
Note and Warrant Amendment • November 18th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops

This Note and Warrant Amendment (“Amendment”) is made and entered into as of November 15, 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 Agreements (as defined below).

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Fourth Consent and Waiver Agreement
Fourth Consent and Waiver Agreement • November 18th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops

This Fourth Consent and Waiver Agreement (“Agreement”) is made and entered into as of November 15, 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 Agreements (as defined below).

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