AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • May 11th, 2007 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT is entered into as of _____________, 2007, among ST. CLOUD CAPITAL PARTNERS, L.P. (“Senior Creditor”), and the subordinated creditors executing this Agreement (each hereinafter referred to as a “Subordinated Creditor” and collectively, as the “Subordinated Creditors”), and SBI Advisors, LLC, a California limited liability company, in its capacity as administrative agent for the Original Subordinated Creditors (“Administrative Agent”), in light of the following:
ContractWarrant Agreement • May 11th, 2007 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS WARRANT, THE SHARES OF CLASS A-2 PREFERRED STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE CLASS A-2 PREFERRED STOCK (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES 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.
SECURED SUBORDINATED CONVERTIBLE NOTESecured Subordinated Convertible Note • May 11th, 2007 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
This Note is one of a series of Notes (the “Notes”) being issued concurrently by Borrowers pursuant to the terms of (i) that certain Note Purchase Agreement, dated as of April 23, 2007, between the Borrowers, the Holder and others, and (ii) that certain Note Purchase Agreement, dated as of October 6, 2007, as amended (collectively, the “Purchase Agreements”). The “Issue Date” shall be the date that this Note is issued by the Borrowers to the initial Holder described herein as evidenced by the date indicated immediately above the signature block for the Borrowers. Capitalized terms used herein but not otherwise defined shall have the meaning assigned to those terms in the Purchase Agreements.
FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2007 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of ____________, 2007 by and among Small World Kids, Inc., a Nevada corporation (the “Company”), and the investors listed on Exhibit A attached hereto (each a “Purchaser” and collectively the “Purchasers”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 11th, 2007 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of _____________, 2007 by and among Small World Kids, Inc., a Nevada corporation (the “Parent”), SMALL WORLD TOYS, a California corporation (“Subsidiary”) (the Parent and the Subsidiary, each a “Company” and collectively the “Companies”), the investors listed on Exhibit A attached hereto (each a “Purchaser” and collectively the “Purchasers”).
