RECITALS:Registration Rights Agreement • June 10th, 1999 • Alottafun Inc • Delaware
Exhibit 3(e) Escrow Agreement ESCROW AGREEMENT ESCROW AGREEMENT (this "Agreement"), dated as of December 9, 1998, by and among Alottafun, Inc., a Delaware corporation (the "Company"), Kaplan Gottbetter & Levenson, LLP (the "Escrow Agent") and the...Escrow Agreement • June 10th, 1999 • Alottafun Inc • New York
Exhibit 3(g) ALOTTAFUN, INC. SUBSCRIPTION AGREEMENT 1. General: ------- This Subscription Agreement sets forth the terms under which the undersigned investor, ________________________________________ (the "Investor"), will acquire ______ Shares of the...Subscription Agreement • July 12th, 2000 • Alottafun Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
Warrant to Purchase Common Stock of ALOTTAFUN!, INC.Alottafun Inc • June 10th, 1999
ARTICLE II ARTICLES OF INCORPORATION OF THE SURVIVING CORPORATIONAgreement and Plan of Merger • June 10th, 1999 • Alottafun Inc
Employment Contract with Michael Porter dated 1/22/99Employment Agreement • June 10th, 1999 • Alottafun Inc • Delaware
RECITALS:Investment Agreement • November 3rd, 1999 • Alottafun Inc • Games, toys & children's vehicles (no dolls & bicycles) • Georgia
Exhibit 6(c) Employment Contract with Gerald Couture dated 1/22/99 EMPLOYMENT AGREEMENT This Agreement is effective as of the ___ day of ____________, 1999 ("Agreement") and is made by and between ALOTTAFUN, INC., a Delaware corporation ("Company") ,...Employment Agreement • June 10th, 1999 • Alottafun Inc • Delaware
Exhibit 3(f) Preferred Shareholder Agreement PREFERRED STOCKHOLDERS AGREEMENT THIS PREFERRED STOCKHOLDERS AGREEMENT is made and entered into this 2nd day of November, 1998, by and between MICHAEL PORTER (hereinafter "Mr. Porter") and DAVID BEZALEL...Preferred Stockholders Agreement • June 10th, 1999 • Alottafun Inc • Delaware
Exhibit 6(j) NOTE PURCHASE AGREEMENT UPSIDE DEVELOPMENT, INC. THE SECURITIES WHICH ARE THE SUBJECT OF THIS NOTE PURCHASE AGREEMENT (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "AGREEMENT') HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS...Note Purchase Agreement • August 3rd, 2001 • Upside Development Inc • Games, toys & children's vehicles (no dolls & bicycles) • Illinois
EXHIBIT BStock Escrow and Security Agreement • February 14th, 2002 • Upside Development Inc • Games, toys & children's vehicles (no dolls & bicycles) • North Carolina
EXHIBIT 6(j) Note Purchase Agreement between Upside Development, Inc. and Augustine Capital Management, LLC. NOTE PURCHASE AGREEMENT UPSIDE DEVELOPMENT, INC. THE SECURITIES WHICH ARE THE SUBJECT OF THIS NOTE PURCHASE AGREEMENT (AS IT MAY BE AMENDED...Note Purchase Agreement • February 14th, 2002 • Upside Development Inc • Games, toys & children's vehicles (no dolls & bicycles) • Illinois
Exhibit 3(b) Convertible Debenture Agreement by and between the Company and Lampton, Inc. and GEM Management Limited dated December 8, 1998 CONVERTIBLE DEBENTURE AGREEMENT By and Among Lampton, Inc. and Gem Management Limited (Purchasers)Convertible Debenture Agreement • June 10th, 1999 • Alottafun Inc • New York
AGREEMENT OF WAIVER ------------------- THIS AGREEMENT OF WAIVER (this "Agreement") is entered into as of February 7, 2000 by and between ALOTTAFUN!, INC., a corporation duly organized and existing under the laws of the State of Delaware...Agreement of Waiver • July 12th, 2000 • Alottafun Inc • Games, toys & children's vehicles (no dolls & bicycles) • Georgia
PROMISSORY NOTEAlottafun Inc • June 10th, 1999
FOR VALUE RECEIVED, the undersigned MICHAEL PORTER, an adult resident of the State of Wisconsin ("Maker"), promises to pay to the order of BRIAN HENKE, an adult resident of the State of Wisconsin ("Payee"), or his assigns, at W283 N336 Lakeside Road, Pewaukee, Wisconsin 53072, or such other place as Payee shall, from time to time, designate in writing to Maker, the principal sum of Two Hundred and Seventy Thousand Dollars ($270,000.00), in lawful money of the United States of America, plus interest as set forth below.
ARTICLE I FORMATIONJoint Venture Stockholders Agreement • September 22nd, 1999 • Alottafun Inc • Games, toys & children's vehicles (no dolls & bicycles) • Wisconsin
