EXHIBIT B REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ____________, 2004, by and among Great American Family Parks, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Georgia
THIS REAL ESTATE PURCHASE AGREEMENT (this "Agreement") is made as of November 8, 2004, between and among Ronald E. Snider, Vivian D. Snider, and Ron Snider Family Limited Partnership (collectively the "Real Property Seller"), and Great American Family Parks, Inc. (the "Purchaser").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Idaho
This Stock Purchase Agreement (“Agreement”) is entered into and made effective this 19th day of December, 2003, by and between Royal Pacific Resources, Inc., a Nevada Corporation, with its principal place of business at 26505 North Bruce Road, Chattaroy, Washington, 99003-7720 (hereinafter referred to as “Seller”), and Great Western Parks, LLC, an Idaho Limited Liability Company, with its principal place of business at 222 East State Street, Eagle, Idaho, 83616 (hereinafter referred to as “Buyer”), based on the following:
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Georgia
THIS Employment Agreement (“Agreement”) is hereby entered into and made effective this___day of______, 2005, by and between Wild Animal Safari Inc., a Georgia corporation, with its principal place of business located in Pine Mountain, Georgia (the “Company”), and Jason Hutcherson of Troup County, Georgia (“Employee”).
AGREEMENT FOR PURCHASE AND SALE OF ASSETS Dated November 8, 2004 by and between Great American Family Parks, Inc. and Ron Snider & Associates, Inc. dba Wild Animal Safari AGREEMENT FOR PURCHASE AND SALE OF ASSETSEscrow Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Georgia
THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this “Agreement”) is made and entered into as of the eighth day of November, 2004, by and between Ron Snider & Associates, Inc. dba Wild Animal Safari, a Georgia corporation (the “Asset Seller”) and Great American Family Parks, Inc., a Nevada public corporation (“Purchaser”).
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF ASSETSAgreement for Purchase • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT (this “First Amendment”) to the Agreement for Purchase and Sale of Assets between Ron Snider & Associates, Inc. dba Wild Animal Safari, a Georgia corporation ("Asset Seller") and Great American Family Parks, Inc., a Nevada public corporation ("Purchaser") dated as of November 8, 2004 (the “Asset Purchase Agreement”) is made as of February 18, 2005.
FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT (this “First Amendment”) to the Real Estate Purchase Agreement between and among Ronald E. Snider, Vivian D. Snider, and Ron Snider Family Limited Partnership (collectively the "Real Property Seller"), and Great American Family Parks, Inc., a Nevada public corporation (the "Purchaser"), dated as of November 8, 2004 (the “Real Property Purchase Agreement”) is made as of February 18, 2005.
THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
THIS THIRD AMENDMENT (this “Third Amendment”) to the Real Estate Purchase Agreement between and among Ronald E. Snider, Vivian D. Snider, and Ron Snider Family Limited Partnership (collectively the "Real Property Seller"), and Great American Family Parks, Inc., a Nevada public corporation (the "Purchaser"), dated as of November 8, 2004, as amended by the First Amendment dated as of February 18, 2005 (the “First Amendment”) and Second Amendment dated as of May 2, 2005 (the “Second Amendment”), is made effective as of May 31, 2005 (said Real Estate Purchase Agreement as amended by the First Amendment and Second Amendment, being called herein the AReal Property Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Idaho
THIS Employment Agreement (“Agreement”) is hereby entered into and made effective this first day of January, 2005, by and between Great American Family Parks, Inc., a Nevada corporation, with its principal place of business located in Eagle, Idaho (the “Company”), and Larry Eastland of Eagle, Idaho (“Eastland”).
THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF ASSETSAgreement for Purchase • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
THIS THIRD AMENDMENT (this AThird Amendment@) to the Agreement for Purchase and Sale of Assets between Ron Snider & Associates, Inc. dba Wild Animal Safari, a Georgia corporation ("Asset Seller") and Great American Family Parks, Inc., a Nevada public corporation ("Purchaser") dated as of November 8, 2004, as amended by the First Amendment dated as of February 18, 2005 (the “First Amendment”) and by Second Amendment dated as of May 2, 2005 (the “Second Amendment”), is made as effective as of May 31, 2005 (said Agreement for Purchase and Sale of Assets, as amended by the First Amendment and the Second Amendment, being called herein the AAsset Purchase Agreement@).
ExhibitRegistration Rights Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • New York
FOURTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
THIS FOURTH AMENDMENT (this “Fourth Amendment”) to the Real Estate Purchase Agreement between and among Ronald E. Snider, Vivian D. Snider, and Ron Snider Family Limited Partnership (collectively the "Real Property Seller"), and Great American Family Parks, Inc., a Nevada public corporation (the "Purchaser"), dated as of November 8, 2004, as amended by the First Amendment dated as of February 18, 2005 (the “First Amendment”), Second Amendment dated as of May 2, 2005 (the “Second Amendment”), and Third Amendment dated as of May 31, 2005, is made effective as of June 13, 2005 (said Real Estate Purchase Agreement as amended by the First Amendment, Second Amendment and Third Amendment, being called herein the AReal Property Purchase Agreement”).
GREAT AMERICAN FAMILY PARKS, INC. LETTERHEADGreat American • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
This Letter of Agreement is entered into and made effective this 25th day of July 2005, by and between Great American Family Parks, Inc. (“GFAM”) and Mark Wachs & Associates (WACHS”), and represents the entire agreement whereby Wachs will perform the named services for GFAM as an independent contractor to GFAM.
UNIT PURCHASE AGREEMENT DATED AS OF JUNE 10, 2004 By and Among GREAT AMERICAN FAMILY PARKS, INC. AND THE PURCHASERS SET FORTH ON SCHEDULE A THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE...Unit Purchase Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • New York
NATIONAL FINANCIAL COMMUNICATIONS CORP. CONSULTING AGREEMENTConsulting Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Massachusetts
AGREEMENT made as of the 15th day of November, 2004 by and between Great American Family Parks (GFAM), maintaining its principal offices at 222 East State Street, PO Box 1400, Eagle, Idaho (hereinafter referred to as "Client") and National Financial Communications Corp. DBA/ OTC Financial Network, a Commonwealth of Massachusetts corporation maintaining its principal offices at 300 Chestnut St, Suite 200, Needham, MA 02492 (hereinafter referred to as the "Company").
SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF ASSETSAgreement for Purchase • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
THIS SECOND AMENDMENT (this ASecond Amendment@) to the Agreement for Purchase and Sale of Assets between Ron Snider & Associates, Inc. dba Wild Animal Safari, a Georgia corporation ("Asset Seller") and Great American Family Parks, Inc., a Nevada public corporation ("Purchaser") dated as of November 8, 2004, as amended by the First Amendment dated as of February 18, 2005 (the “First Amendment”) is made as effective as of May 2, 2005 (said Agreement for Purchase and Sale of Assets, as amended by the First Amendment, being called herein the AAsset Purchase Agreement@).
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Idaho
THIS Employment Agreement (“Agreement”) is hereby entered into and made effective this First day of January, 2005, by and between Great American Family Parks, Inc., a Nevada corporation, with its principal place of business located in Eagle, Idaho (the “Company”), and Jack Klosterman of Valencia, California (“Klosterman”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Idaho
THIS Employment Agreement (“Agreement”) is hereby entered into and made effective this first day of January, 2005, by and between Great American Family Parks, Inc., a Nevada corporation, with its principal place of business located in Eagle, Idaho (the “Company”), and Dale Van Voorhis of Hiram, Ohio (“Van Voorhis“).
CONSULTING AGREEMENTConsulting Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Georgia
THIS AGREEMENT ("Agreement"), made and entered into this 1st day of February, 2005 by and between Great American Family Parks, Inc., a Nevada corporation (hereinafter called the Purchaser"), and Ronald E. Snider, a resident of the State of Georgia (hereinafter called "Consultant")
SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
THIS SECOND AMENDMENT (this “Second Amendment”) to the Real Estate Purchase Agreement between and among Ronald E. Snider, Vivian D. Snider, and Ron Snider Family Limited Partnership (collectively the "Real Property Seller"), and Great American Family Parks, Inc., a Nevada public corporation (the "Purchaser"), dated as of November 8, 2004, as amended by the First Amendment dated as of February 18, 2005 (the “First Amendment”) is made effective as of May 2, 2005 (said Real Estate Purchase Agreement as amended by the First Amendment, being called herein the AReal Property Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation • Idaho
THIS Employment Agreement (“Agreement”) is hereby entered into and made effective this first day of January, 2005, by and between Wild Animal Safari Inc., a Georgia corporation, with its principal place of business located in Pine Mountain, Georgia (the “Company”), and Jim Meikle of Hudson, Ohio (“Meikle“).
FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF ASSETSAgreement for Purchase and Sale • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
THIS FOURTH AMENDMENT (this AFourth Amendment@) to the Agreement for Purchase and Sale of Assets between Ron Snider & Associates, Inc. dba Wild Animal Safari, a Georgia corporation ("Asset Seller") and Great American Family Parks, Inc., a Nevada public corporation ("Purchaser") dated as of November 8, 2004, as amended by the First Amendment dated as of February 18, 2005 (the “First Amendment”), by Second Amendment dated as of May 2, 2005 (the “Second Amendment”) and by Third Amendment dated as of May 31, 2005 (the “Third Amendment”), is made effective as of June 13, 2005 (said Agreement for Purchase and Sale of Assets, as amended by the First Amendment, the Second Amendment and the Third Amendment, being called herein the AAsset Purchase Agreement@).
SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRESubscription Agreement • August 4th, 2005 • Great American Family Parks Inc • Services-miscellaneous amusement & recreation
THIS SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE IS TO BE COMPLETED BY EACH PERSON WHO DESIRES TO PURCHASE SECURITIES OF GREAT AMERICAN FAMILY PARKS, INC. (THE “COMPANY”) IN CONNECTION WITH THE PROPOSED PRIVATE PLACEMENT OFFERING (“OFFERING”) OF UNITS, COMPRISED OF SHARES OF COMMON STOCK AND COMMON STOCK PURCHASE WARRANTS OF THE COMPANY AS DESCRIBED IN THE CONFIDENTIAL PRIVATE OFFERING MEMORANDUM DATED AS OF APRIL 11, 2005 (THE “MEMORANDUM”).
