ContractWarrant Agreement • January 30th, 2007 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SMALL WORLD KIDS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
OMNIBUS AMENDMENT NO. 1Omnibus Amendment • January 30th, 2007 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Omnibus Amendment No. 1, dated as of January 26, 2007, by and between SMALL WORLD KIDS, INC., a Nevada corporation (the “Parent”), SMALL WORLD TOYS, INC., a California corporation (the “Subsidiary” and together with the Parent, the “Companies” and, each a “Company”) and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), amends (i) that certain Security Agreement, dated as of February 28, 2006 by and among the Companies and Laurus (as amended, modified or supplemented from time to time, the “Security Agreement”), (ii) that certain Overadvance Side Letter, dated as of October 10, 2006 by and among the Companies and Laurus (as amended, modified or supplemented from time to time, the “Overadvance Side Letter”), and (iii) that certain Common Stock Purchase Warrant issued by the Parent to Laurus on February 28, 2006 (as amended, modified or supplemented from time to time, the “Warrant” and, together with the Security Agreement, the Overadvance Side Letter and the Ancillary A
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2007 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Second Amendment (the “Amendment”) to the Registration Rights Agreement dated as of February 28, 2006 (the “Registration Agreement”) between Small World Kids, Inc., a Nevada corporation (the “Company”) and Laurus Master Fund, Ltd. (“Laurus”) is made as of January 26, 2007 with reference to the following (capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Registration Agreement):
