SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of November 24, 2010, is by and among Enter Corp., Inc., a Delaware corporation (the “Parent”), Brainy Acquisitions, Inc., a Georgia corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This SECURITY AGREEMENT, dated as of November 24, 2010 (this “Agreement”), is among Enter Corp., a Delaware corporation (the “Company”), the Subsidiaries of the Company identified on Schedule I herein (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Secured Convertible Notes due November __, 2012 and issued on November __, 2010, in the original aggregate principal amount of up to $3,000,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • August 12th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • December 23rd, 2009 • Enter Corp • New York
WHEREAS: the Board of Directors of the Company determined that it is in the Company’s best interests to raise capital by means of the issuance of shares of Common Stock in the Company (the “Shares”) all on the terms and conditions more fully set forth in this Agreement; and
EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • Georgia
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 24rd day of November, 2010, by and among Enter Corp., a Delaware corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia (“Enter”), Brainy Acquisitions, Inc. a Georgia corporation with offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia and a wholly owned subsidiary of Enter (“Brainy Acquisitions”, and collectively with Enter, the “Corporation”), and John Benfield, an individual residing at _____________ (the “Executive”), under the following circumstances:
SECURITY AGREEMENTSecurity Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 22, 2010 by and between Brainy Acquisitions, Inc., a Georgia corporation, having a principal place of business at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Debtor”) and FLM Holdings LLC, a Nevada limited liability company, having a principal place of business at 8 Hop Brook Lane, Holmdel, New Jersey 07733, or its registered assigns (the “Secured Party”).
LOCKUP AGREEMENTLockup Agreement • June 14th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops • New York
This AGREEMENT (the "Agreement") is made as of the 18th day of April, 2011, by the holder identified on the signature page hereto ("Holder"), maintaining an address at c/o The Brainy Brands Company, Inc., 460 Brogdon Road, Suite 400, Suwanee, GA 30024, facsimile: (678) 762-1122, in connection with her ownership of shares of The Brainy Brands Company, Inc., a Delaware corporation (the "Company").
DISTRIBUTION AGREEMENTDistribution Agreement • February 22nd, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops
This Agreement supersedes all previous Agreements and that in consideration of the mutual covenants and Agreements hereinafter set forth, BVE and BBC (the "Parties") hereto agree with the other as follows:
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETSAgreement for the Purchase And • November 24th, 2010 • Enter Corp • Agricultural production-crops • Georgia
THIS AGREEMENT (the "Agreement") made and entered into this 23rd day of September, 2010, by and among ASSET RECOVERY ASSOCIATES, LLC as Assignee for the benefit of creditors of THE BRAINY BABY COMPANY, LLC. (the "Seller") and BRAINY ACQUISITIONS, INC. a Georgia corporation (hereinafter referred to as ''Buyer").
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 22nd, 2012 • Brainy Brands Company, Inc. • Agricultural production-crops • New York
ESCROW AGREEMENTEscrow Agreement • April 22nd, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops • New York
This Agreement is dated as of the 18th day of April, 2011 among The Brainy Brand Company, Inc., a Delaware corporation (the "Company"), the parties identified on Schedule A hereto (each a “Subscriber”, and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
ESCROW AGREEMENTEscrow Agreement • February 22nd, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops • New York
This Agreement is dated as of the 24th day of November, 2010 among Enter Corp., a Delaware corporation (the “Company”), the subscribers listed on Schedule 1 hereto (“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 22nd, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops • New York
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • April 22nd, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops • New York
This Escrow Agreement is dated as of the 18th day of April, 2011 among the shareholders identified on Schedule A (“Pledgors”) and The Brainy Brands Company, Inc., a Delaware corporation (“Pledgee”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
THE SUWANEE COMMERCE CENTER STANDARD MULTI-TENANT LEASECommencement Date Agreement • February 22nd, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops • Georgia
THIS COMMENCEMENT DATE AGREEMENT (the "Agreement") is made this 10th day of November, 2007 by BROGDON PLACE II, LLC ("Landlord") and BRAINY BABIES, INC. ("Tenant").
THIRD SECURITIES PURCHASE AGREEMENTThird Securities Purchase Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This Third Securities Purchase Agreement (the “Agreement”) dated as of October 29, 2010, by and among Brainy Acquisitions, Inc., a Georgia corporation, with headquarters located at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “Purchaser”)).
AMENDMENT NO.1 TO LOCKUP AGREEMENTLockup Agreement • February 16th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops
This Amendment No. 1 to Lock Agreement (this “Amendment”), dated as of February 9, 2011, is entered into by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and Dennis Fedoruk (the “Holder”).
SEPARATION AGREEMENTSeparation Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
THIS SEPARATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into as of November 24, 2010 (the “Effective Date”), by and between Enter Corp., a Delaware corporation (including its successors, the “Corporation”), Brainy Acquisitions, Inc., a Georgia corporation (“Brainy Acquisitions”) and Nahman Morgenstern (“NM”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
ESCROW AGREEMENTEscrow Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This Agreement is dated as of the 24th day of November, 2010 among Enter Corp., a Delaware corporation (the “Company”), the subscribers listed on Schedule 1 hereto (“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
Letter of AgreementLetter of Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • Georgia
This LETTER OF AGREEMENT is entered into as of November 15, 2010 by and between Wall & Madison LLC, a New York Limited Liability Corporation with offices at 63 Murray Avenue, Port Washington, New York, 11050 (“Agency”) and Brainy Acquisitions, Inc., with corporate offices at 460 Brogdon Road, Suite 400, Suwanee, Georgia, 30024 (Client”).
Note and Warrant AmendmentNote and Warrant Amendment • November 18th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops
This Note and Warrant Amendment (“Amendment”) is made and entered into as of November 15, 2011, by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (“Subscribers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).
SEPARATION AGREEMENTSeparation Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
THIS SEPARATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) is made and entered into as of November 18, 2010 (the “Effective Date”), by and between Enter Corp., a Delaware corporation (including its successors, the “Corporation”), Brainy Acquisitions, Inc., a Georgia corporation (“Brainy Acquisitions”) and Itzhak Ayalon (“IA”).
SECOND SECURITIES PURCHASE AGREEMENTSecond Securities Purchase Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This Second Securities Purchase Agreement (the “Agreement”) dated as of September 29, 2010, by and among Brainy Acquisitions, Inc., a Georgia corporation, with headquarters located at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “Purchaser”)).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
This Securities Purchase Agreement (the “Agreement”) dated as of September 22, 2010, by and among Brainy Acquisitions, Inc., a Georgia corporation, with headquarters located at 460 Brogdon Rd., Suite 400, Suwanee, GA 30024 (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns (the “Purchaser”)).
THIRD CONSENT AND WAIVER AGREEMENTThird Consent and Waiver Agreement • September 26th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops
This Third Consent and Waiver Agreement (“Agreement”) is made and entered into as of September 23, 2011, by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (“Subscribers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreement (as defined below).
Fourth Consent and Waiver AgreementFourth Consent and Waiver Agreement • November 18th, 2011 • Brainy Brands Company, Inc. • Agricultural production-crops
This Fourth Consent and Waiver Agreement (“Agreement”) is made and entered into as of November 15, 2011, by and among The Brainy Brands Company, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (“Subscribers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Subscription Agreements (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 24th, 2010 • Enter Corp • Agricultural production-crops • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of November 24, 2010, by and between Enter Corp., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
