REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of December, 2006 by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and the other parties signatories hereto.
SECOND AMENDMENT AND WAIVER AGREEMENTSecond Amendment and Waiver Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Second Amendment and Waiver Agreement (the “Agreement”) is being entered into as of August, 2006 by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and certain of the entities and individuals listed on the Schedule of Purchasers (the “Purchasers”) attached as Exhibit C to that certain Note and Warrant Purchase Agreement dated April 28, 2006, by and among the Company and the Purchasers, as amended by that certain Amendment and Waiver Agreement previously executed and delivered by the Company and certain of the Purchasers (together, the “Purchase Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Purchase Agreement.
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
This Amendment and Waiver Agreement (the “Agreement”) is being entered into as of November 14, 2006 by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), LightSaber Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“MergerSub”), and Master Replicas Inc., a Delaware corporation (“Master Replicas”), in connection with the Agreement and Plan of Merger, dated October 4, 2006, among the Company, MergerSub and Master Replicas (the “Merger Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Merger Agreement.
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Amendment and Waiver Agreement (the "Agreement") is being entered into by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and certain of the entities and individuals listed on the Schedule of Purchasers (the “Purchasers”) attached as Exhibit C to that certain Note and Warrant Purchase Agreement dated April 28, 2006, by and among the Company and the Purchasers (the “Purchase Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Purchase Agreement.
CORGI INTERNATIONAL LIMITED POUNDWELL LIMITED ZINDART MANUFACTURING LIMITED DONGGUAN XINDA GIFTWARE CO., LTD. LUEN TAT MODEL DESIGN COMPANY LIMITED LUEN TAT MOULD MANUFACTURING LIMITED and ONCHART INDUSTRIAL (BVI) LIMITED SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
PURCHASE AGREEMENTPurchase Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 16th day of November, 2006 by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
THIRD AMENDMENT AND WAIVER AGREEMENTThird Amendment and Waiver Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Third Amendment and Waiver Agreement (the “Agreement”) is being entered into as of November 16, 2006 by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and certain of the entities and individuals listed on the Schedule of Purchasers (the “Purchasers”) attached as Exhibit C to that certain Note and Warrant Purchase Agreement dated April 28, 2006, by and among the Company and the Purchasers, as amended by that certain Amendment and Waiver Agreement (the “Initial Amendment”) and that certain Second Amendment and Waiver Agreement (the “Second Amendment”) previously executed and delivered by the Company and certain of the Purchasers (together, the “April Purchase Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the April Purchase Agreement.
