FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2003 • Kayne Fred • Retail-catalog & mail-order houses • New York
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”) is entered into and effective as of April 21, 2003 by and among, on the one hand, FAO, Inc., a Delaware corporation (“Company”), and certain purchasers (the “Purchasers”) under that certain Securities Purchase Agreement dated as of April 3, 2003 (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2003 • Kayne Fred • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of April 23, 2003 between FAO, Inc., a Delaware corporation (the “Company”), and each of the undersigned and those who may purchase the Securities (as defined) in the future (each individually a “Purchaser,” and collectively the “Purchasers”).
April 22, 2003Kayne Fred • May 5th, 2003 • Retail-catalog & mail-order houses
In consideration of the purchase by Hancock Park Capital II, L.P. (“Hancock”) of 5,000 shares of FAO, Inc. Class I Convertible Preferred Stock (the “Shares”), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, this letter constitutes the following agreement:
SHAREHOLDERS AGREEMENT TAG-ALONG RIGHTS AND DRAG-ALONG RIGHTSShareholders Agreement • May 5th, 2003 • Kayne Fred • Retail-catalog & mail-order houses • New York
This SHAREHOLDERS AGREEMENT, dated as of April 23, 2003 (this “Agreement”), among the holders (the “Holders”) who have purchased the Class I Convertible Preferred Stock (the “Convertible Preferred Stock”) of FAO, Inc. (the “Company”) and the Company.
