0001193125-04-006264 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • January 21st, 2004 • K2 Inc • Sporting & athletic goods, nec • Delaware

THIS EXCHANGE AGREEMENT, dated as of November 25, 2003 (the “Agreement”), is by and between K2 Inc., a Delaware corporation (“Parent”), and Michael Favish (the “Stockholder”), an individual and a stockholder of Fotoball USA, Inc., a Delaware corporation (the “Company”). Terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF NOVEMBER 25, 2003 AMONG K2 INC. FOTOBALL USA, INC. AND BOCA ACQUISITION SUB, INC.
Merger Agreement • January 21st, 2004 • K2 Inc • Sporting & athletic goods, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of November 25, 2003, is by and among FOTOBALL USA, INC., a Delaware corporation (the “Company”), K2 INC., a Delaware corporation (“Parent”), and BOCA ACQUISITION SUB, INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Acquisition”).

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