Jason Mirabella Attorney at Law (October 24th, 2011)
I have acted as counsel to The Brainy Baby Company , LLC a Georgia limited liability company (the "Assignor"), in connection with the preparation and execution of a corporate restructuring known as an Assignment for the Benefit of Creditors that took place in September of 2010 (the "Assignment") between the Assignor and Asset Recovery Associates (the "Assignee"). All capitalized terms used but not defined herein have the respective meanings given to such terms in the Transaction Documents (defined below).
Third Consent and Waiver Agreement (September 26th, 2011)
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).
Debenture of Limited Liability Company (June 7th, 2011)
This Bond Debenture ("Debenture") has not been registered under the Securities Act of 1933 (the "Act") and may not be transferred in the absence of such registration or an exemption therefrom under such Act, except under circumstances where neither such registration nor such an exemption is required by law. This Debenture may not be transferred except under conditions specified in this Debenture and no transfer of this Debenture shall be valid or effective unless and until such conditions shall have been met.
Promissory Note (June 7th, 2011)
PROMISE TO PAY. The Brainy Baby Company LLC ("Borrower") promises to pay to Georgian Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three Hundred Thirty-four Thousand Twenty-two & 00/100 Dollars ($334,022,00), together with interest on the unpaid principal balance from September 18, 2009, until paid in full.
Promissory Installment Note (W/Balloon Payment) (June 7th, 2011)
INTEREST RATE: Annual interest rate on the principal balance shall be twenty percent (20%). Interest shall be computed and paid 4 times per year (quarterly), except for the first year (4 quarters) the payment of interest so computed (accrued) shall become due for payment after 60 months have passed. Any interest that is not paid when due (late) will be added to the principal balance as long as it remains unpaid.
September 16, 2010 President & CEO the Brainy Baby Company (June 7th, 2011)
Subsidiary Guaranty (April 22nd, 2011)
Pledge and Escrow Agreement (April 22nd, 2011)
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"):
Deed of Assignment (February 22nd, 2011)
ASSIGNMENT, made 21st day of September, 2010, between The Brainy Baby Company, LLC a Georgia corporation with a principal place of business at 460 Brogdon Road, Suite 400 Suwanee GA 30024 ("Assignor") and Asset Recovery Associat es, LLC, whose address is 5883 Glenridge Drive, Suite 160 Atlanta GA 30328 ("Assignee").
The Suwanee Commerce Center Standard Multi-Tenant Lease (February 22nd, 2011)
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").
Distribution Agreement (February 22nd, 2011)
Amendment No.1 to Lockup Agreement (February 16th, 2011)
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").
Employment Agreement (November 24th, 2010)
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 Dennis Fedoruk an individual residing at _____________ (the "Executive"), under the following circumstances: