SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 18th, 2005 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
Capitalized term used herein but not otherwise defined shall have the meaning assigned to those terms in that certain Second Amendment to Note Purchase Agreement dated as of November 9, 2005 between the Holder and the Company.
LOCK-UP AGREEMENTLock-Up Agreement • November 18th, 2005 • Small World Kids Inc • Games, toys & children's vehicles (no dolls & bicycles)
Reference is made to that certain Second Amendment to Note Purchase Agreement dated as of November 9, 2005 by and between Small World Kids, Inc., a Nevada corporation (the “Company”) and Purchaser (the “First Amendment”), pursuant to which the Company is issuing a replacement note (the “Replacement Note”) to Purchaser evidencing the Company’s obligation to repay the principal amount of $2,500,000 plus interest which Replacement Note is convertible at the option of Purchaser into securities of the Company (the “Conversion Shares”), and as additional consideration for the agreement of Purchaser to accept the Replacement Note, the Company has issued to Purchaser additional warrants to acquire an aggregate of 75,000 shares of its Common Stock (the “Additional Warrant Shares”). The Company has previously issued to Purchaser warrants to purchase 43,750 shares of its Common Stock (the “Prior Warrant Shares”) and issued 81,250 shares of its Common Stock (the “Shares”) in connection with the No
