Corgi International LTD Sample Contracts

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CONSULTANCY AGREEMENT FOR ALEXANDER M.K. NGAN
Zindart LTD • August 14th, 1998 • Games, toys & children's vehicles (no dolls & bicycles) • Virgin Islands
AGREEMENT BETWEEN
Agreement • February 14th, 2001 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • England
among
Exchange Agreement • February 17th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
RECITALS
Loan and Security Agreement • February 12th, 2002 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • California
ZINDART LIMITED AND
Deposit Agreement • February 3rd, 1997 • Zindart Industrial Co LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York
EMPLOYMENT AGREEMENT FOR RICHARD TONG
Employment Agreement • February 12th, 2002 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
1 EXHIBIT 10.2 PROCESSING AGREEMENT
Processing Agreement • March 9th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles)
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 12th, 2002 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles)
EMPLOYMENT AGREEMENT FOR ALEXANDER M.K. NGAN
Employment Agreement • August 14th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
EMPLOYMENT AGREEMENT FOR KEVIN MURPHY
Zindart LTD • February 12th, 2002 • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of December, 2006 by and among Corgi International Limited, a corporation organized under the laws of Hong Kong (the “Company”), and the other parties signatories hereto.

COFACE RECEIVABLES FINANCE LIMITED Receivables Finance Agreement This document is important. If you are in any doubt about its effect then, before you sign it, you should consult your solicitors or accountants about your resulting obligations.
Corgi International LTD • October 16th, 2008 • Games, toys & children's vehicles (no dolls & bicycles)

We, Coface Receivables Finance Limited, (English Company Number 04933860), agree with you, the Client referred to in the Client Particulars at the end of this document to provide you with a receivables finance facility as set out below which are also subject to our separate Standard Terms and Conditions.

AGREEMENT
Agreement • October 16th, 2008 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • Washington
EXHIBIT 1.1 Zindart Limited (a Hong Kong corporation) 3,000,000 American Depositary Shares Representing 3,000,000 Ordinary Shares(1) UNDERWRITING AGREEMENT
Selling Shareholders • March 10th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • California
RECITALS
Agreement Regarding Future Share Distributions • February 17th, 1998 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • California
ZINDART LIMITED as Borrower
Term Facility Agreement • June 28th, 2001 • Zindart LTD • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
Dated 15 April 2006
Employment Agreement • September 1st, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles)
SECOND AMENDMENT AND WAIVER AGREEMENT
Second Amendment and Waiver Agreement • November 20th, 2006 • Corgi International LTD • Games, toys & children's vehicles (no dolls & bicycles) • New York

This Second Amendment and Waiver Agreement (the “Agreement”) is being entered into as of August, 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 previously executed and delivered by the Company and certain of the Purchasers (together, the “Purchase Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Purchase Agreement.

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