LEADENHALL AUSTRALIA LIMITED ABN 63 007 997 248 AFS License No. 228819 (“Underwriter”) and BRAINYTOYS LIMITED ABN 28 001 894 033 (“Company”) UNDERWRITING AGREEMENTLeadenhall Australia • March 21st, 2007 • Brainytoys, LTD • Western Australia
Contract Type FiledMarch 21st, 2007 Company JurisdictionThe directors of the Company have authorized and resolved to issue an invitation to shareholders of the Company for the purpose of the Pro-Rata Offer of Shares.