Third Amendment and Waiver Agreement Sample Contracts

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RECITALS
Third Amendment and Waiver Agreement • April 1st, 2002 • Brandpartners Group Inc • Services-management consulting services • New York
THIRD AMENDMENT AND WAIVER AGREEMENT
Third Amendment and Waiver Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York

This Third Amendment and Waiver Agreement (the “Agreement”) is being entered into as of November 16, 2006 by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and certain of the entities and individuals listed on the Schedule of Purchasers (the “Purchasers”) attached as Exhibit C to that certain Note and Warrant Purchase Agreement dated April 28, 2006, by and among the Company and the Purchasers, as amended by that certain Amendment and Waiver Agreement (the “Initial Amendment”) and that certain Second Amendment and Waiver Agreement (the “Second Amendment”) previously executed and delivered by the Company and certain of the Purchasers (together, the “April Purchase Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the April Purchase Agreement.

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