0001493152-16-008867 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 14th, 2016 • Spiral Toys Inc. • Games, toys & children's vehicles (no dolls & bicycles)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 11, 2016, between Spiral Toys, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 14th, 2016 • Spiral Toys Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2016, between Spiral Toys, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE April 12, 2017
Convertible Security Agreement • April 14th, 2016 • Spiral Toys Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York

THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Convertible Debentures of Spiral Toys, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 30077 Agoura Court, Suite 230, Agoura Hills, CA 91301, designated as its 10% Original Issue Discount Senior Convertible Debenture due April 12, 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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