CORGI INTERNATIONAL LIMITED AMENDMENT TO WARRANTS, COMMITMENT TO ISSUE REPLACEMENT WARRANTS, AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND WAIVERRegistration Rights Agreement and Waiver • October 15th, 2007 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles)
This Amendment to Warrants, Commitment to Issue Replacement Warrants, Amendment to Registration Rights Agreement and Waiver (this “Amendment”), effective as of August 22, 2007, is entered into by and between Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and the undersigned warrantholders of and investors in the Company (each a “Holder” and collectively the “Holders”), and amends (A) those certain warrants issued on December 20, 2006 (each a “Warrant” and collectively, the “Warrants”) pursuant to that (i) certain Purchase Agreement dated as of November 16, 2006 (the “Purchase Agreement”), by and among the Company and investors thereto and (ii) the Note and Warrant Purchase Agreement dated as of April 28, 2006 among the Company and the note investors thereto (as amended, the “Note Purchase Agreement”) and (B) that certain Registration Rights Agreement among the Company and the Holders (the “Registration Rights Agreement”). All capitaliz
