SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2016 • Spiral Toys Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2016, between Spiral Toys, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2016 • Spiral Toys Inc. • Games, toys & children's vehicles (no dolls & bicycles)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 11, 2016, between Spiral Toys, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ContractSpiral Toys Inc. • January 28th, 2016 • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SPIRAL TOYS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE April 12, 2017Spiral Toys Inc. • April 14th, 2016 • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Convertible Debentures of Spiral Toys, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 30077 Agoura Court, Suite 230, Agoura Hills, CA 91301, designated as its 10% Original Issue Discount Senior Convertible Debenture due April 12, 2017 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
AMENDMENT AGREEMENTAmendment Agreement • February 28th, 2012 • Rocap Marketing Inc. • Apparel & other finishd prods of fabrics & similar matl
ROCAP MARKETING INC., a company duly incorporated under the laws of the State of Nevada, having its registered office at 6490 W Desert Inn Road, Las Vegas, Nevada, 89146 (hereinafter called the “Company”)
MANAGEMENT AGREEMENTManagement Agreement • February 28th, 2012 • Rocap Marketing Inc. • Apparel & other finishd prods of fabrics & similar matl
ROCAP MARKETING INC. , a company duly incorporated under the laws of the State of Nevada, having its registered office at 6490 W Desert Inn Road, Las Vegas, NV, 89146, USA (hereinafter called the "Company")
ROCAP MARKETING, INC. Conditional Stock Grant AgreementConditional Stock Grant Agreement • March 30th, 2016 • Spiral Toys Inc. • Games, toys & children's vehicles (no dolls & bicycles)
SUBSCRIPTION AGREEMENTSubscription Agreement • May 20th, 2015 • Spiral Toys Inc. • Apparel & other finishd prods of fabrics & similar matl • California
STOCK PURCHASE AND SHARE EXCHANGE AGREEMENT by and among ROCAP MARKETING INC., a Nevada Corporation, and HUBERT J. BLANCHETTE, THE SHAREHOLDER OF LEXI-LUU DESIGNS INC. Effective as of September 15, 2010Stock Purchase and Share Exchange Agreement • February 28th, 2012 • Rocap Marketing Inc. • Apparel & other finishd prods of fabrics & similar matl • Nevada
THIS STOCK PURCHASE AND SHARE EXCHANGE AGREEMENT (the "Agreement"), is made and entered into this September 30, 2010, by and between Rocap Marketing Inc., a Nevada corporation with its principal place of business located at Las Vegas, Nevada ("RMI"); Hubert J. Blanchette, an Arizona Individual ("HJB").
SECOND AMENDMENTManagement Agreement • July 16th, 2012 • Rocap Marketing Inc. • Apparel & other finishd prods of fabrics & similar matl
WHEREAS, by agreement dated as of September 1, 2010 (the “Management Agreement”), the Company agreed to engage the Consultant to provide consulting services to the Company for a three year term commencing September 1, 2010 (the “Effective Date”);
SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2015 • Spiral Toys Inc. • Games, toys & children's vehicles (no dolls & bicycles) • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2016 • Spiral Toys Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 22, 2016, is entered into by and between Spiral toys, Inc., a Nevada corporation, (the “Company”), and _____________ (the “Buyer”).
SHARE EXCHANGE AGREEMENT AMENDMENTShare Exchange Agreement • July 18th, 2014 • Rocap Marketing Inc. • Apparel & other finishd prods of fabrics & similar matl
This AMENDMENT, dated this 30th day of June, 2014, shall replace the AMENDMENT dated June 19th, 2014. This AMENDMENT to the Share Exchange Agreement (“Agreement”) dated May 27th, 2014 hereby made and entered into this 30th day of June, 2014 between Rocap Marketing, Inc., a Nevada corporation with offices at 7211 East Southern Ave., Suite 106, Mesa, AZ 85209 (“ROCP”), Spiral, Inc., a Nevada corporation (“Spiral”), and Mark Meyers, an individual with offices at 3283 Windmist Avenue, Thousand Oaks, CA 91362 (“Meyers”).
SPIRAL TOYS INC. July 17, 2015Spiral Toys • May 6th, 2016 • Spiral Toys Inc. • Games, toys & children's vehicles (no dolls & bicycles)
Please accept this letter as an offer of employment with Spiral Toys Inc. (the “Company”). This offer is conditioned upon your execution of confidentiality agreement and approval by the Company’s Board of Directors (the “Board”). The terms the Company is offering are as follows:
MANAGEMENT AGREEMENT SECOND AMENDMENTManagement Agreement • July 16th, 2012 • Rocap Marketing Inc. • Apparel & other finishd prods of fabrics & similar matl
WHEREAS, by agreement dated as of September 1, 2010 (the “Management Agreement”), the Company agreed to engage the Consultant to provide consulting services to the Company for a three year term commencing September 1, 2010 (the “Effective Date”);
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 18th, 2014 • Rocap Marketing Inc. • Apparel & other finishd prods of fabrics & similar matl • California
This Share Exchange Agreement (“Agreement”) is made and entered into this 27th day of May, 2014 between Rocap Marketing, Inc., an Nevada corporation with offices at 7211 East Southern Ave., Suite 106, Mesa, AZ 85209 (“ROCP”), Spiral, Inc., a Nevada corporation (“Spiral”), and Mark Meyers, an individual with offices at 3283 Windmist Avenue, Thousand Oaks, CA 91362 (“Meyers”).
