AMENDED AND RESTATED RIGHTS AGREEMENT ------------------------------------- AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of August 19, 1996, as amended and restated as of May 18, 1999 (the "Agreement"), between Fotoball USA, Inc., a Delaware...Rights Agreement • August 19th, 1999 • Fotoball Usa Inc • Sporting & athletic goods, nec • Delaware
EXHIBIT 10.1(6) LICENSE AGREEMENT WITH MAJOR LEAGUE BASEBALL PROPERTIES, INC. DATED FEBRUARY 26, 2003 Contract No. ML-2329F(rv) MAJOR LEAGUE BASEBALL PROPERTIES, INC. LICENSE AGREEMENT THIS LICENSE AGREEMENT is by and between Major League Baseball...License Agreement • March 28th, 2003 • Fotoball Usa Inc • Sporting & athletic goods, nec • New York
EXHIBIT 10.4(3) EMPLOYMENT AGREEMENT WITH MICHAEL FAVISH DATED AUGUST 10, 2002 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is dated as of August 10, 2002 by and between FOTOBALL USA, INC., a Delaware corporation (the "Company"),...Employment Agreement • November 14th, 2002 • Fotoball Usa Inc • Sporting & athletic goods, nec • California
EXHIBIT 10.4(2) FORM OF EMPLOYMENT AGREEMENT WITH SCOTT P. DICKEY DATED MARCH 28, 2001. EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT is dated as of March 28, 2001 (this "Agreement"), by and between FOTOBALL USA, INC., a Delaware...Employment Agreement • August 14th, 2001 • Fotoball Usa Inc • Sporting & athletic goods, nec • Delaware
EXHIBIT 4.5 STOCK OPTION AGREEMENT This Stock Option Agreement (the "Option Agreement") is made and entered into as of the 1st day of April, 1999, by and between Fotoball USA, Inc., a Delaware corporation (the "Company"), and Integrated Corporate...Stock Option Agreement • June 4th, 1999 • Fotoball Usa Inc • Sporting & athletic goods, nec • Delaware
Comerica Logo) LOAN AND SECURITY AGREEMENT (ACCOUNTS AND INVENTORY) ----------- --------------------------------------------------------------------- OBLIGOR# NOTE # AGREEMENT DATELoan and Security Agreement • August 14th, 2002 • Fotoball Usa Inc • Sporting & athletic goods, nec • California
AGREEMENTAgreement • March 31st, 1998 • Fotoball Usa Inc • Sporting & athletic goods, nec • California
EXHIBIT 10.1(5) LICENSE AGREEMENT WITH MAJOR LEAGUE BASEBALL PLAYERS ASSOCIATION DATED JANUARY 8, 2003 LICENSE AGREEMENT THIS AGREEMENT is made as of the 8th day of January, 2003, in New York, New York, by and between the Major League Baseball Players...License Agreement • March 28th, 2003 • Fotoball Usa Inc • Sporting & athletic goods, nec • New York
EXHIBIT 10.4(5) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is dated as of June 16, 2003 (this "Agreement"), by and between FOTOBALL USA, INC., a Delaware corporation (the "Company"), and Kevin Donovan, a Louisiana resident ("Executive"). W I T N E...Employment Agreement • August 14th, 2003 • Fotoball Usa Inc • Sporting & athletic goods, nec • Delaware
RECITALSLoan and Security Agreement • May 14th, 2003 • Fotoball Usa Inc • Sporting & athletic goods, nec
EXHIBIT 10.4(4) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is dated as of April 1, 2003 (this "Agreement"), by and between FOTOBALL USA, INC., a Delaware corporation (the "Company"), and Scott P. Dickey ("Executive"). W I T N E S S E T H :...Employment Agreement • May 14th, 2003 • Fotoball Usa Inc • Sporting & athletic goods, nec • Delaware
EXHIBIT 10.10(11) AMENDED LOAN AGREEMENT FIRST AMENDMENT TO LOAN DOCUMENTS This First Amendment to Loan Documents (this "Amendment") is dated as of February 20, 2002 (the "Effective Date"), by and between Fotoball USA, Inc. ("Borrower") and U.S. Bank...Loan Agreement • March 28th, 2002 • Fotoball Usa Inc • Sporting & athletic goods, nec
EXHIBIT 2.1 - AGREEMENT & PLAN OF MERGER AND REORGANIZATION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF NOVEMBER 25, 2003Agreement and Plan of Merger and Reorganization • November 26th, 2003 • Fotoball Usa Inc • Sporting & athletic goods, nec • Delaware
National Football League Properties, Inc. 410 Park Avenue, New York, New York 10022 Area Code (212) 838-0660 FAX (212) 758-4239 LICENSING AGREEMENT TERM SHEET Licensee: Fotoball USA, Inc. Date: August 12, 1996 Address: 3738 Ruffin Rd. No.:...Fotoball Usa Inc • April 15th, 1997 • Sporting & athletic goods, nec • New York
LICENSE AGREEMENT. THIS AGREEMENT is made as of the 29th day of March 1996, in New York, New York, by and between the Major League Baseball Players Association, an unincorporated association under the laws of the State of New York, with offices at 12...License Agreement • April 15th, 1997 • Fotoball Usa Inc • Sporting & athletic goods, nec • New York
AGREEMENT THIS AGREEMENT (this "Agreement"), effective as of June 17, 1996, between CHEVRON U.S.A. INC. ("Chevron") and FOTOBALL USA, INC. ("Fotoball"); WHEREAS, Chevron holds all copyright and other rights in certain car characters created by Aardman...Agreement • April 15th, 1997 • Fotoball Usa Inc • Sporting & athletic goods, nec • California
STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 1998 • Fotoball Usa Inc • Sporting & athletic goods, nec • Delaware
Fotoball USA, Inc. 3738 Ruffin Road San Diego, CA 92123 Tel. 619-467-9900 Fax 619-467-9947 September 1, 1996 Robert N. Weingarten Resource One Group, Inc. 5439 Lockhurst Drive Woodland Hills, CA 91367 Dear Bob, As approved by the Board of Directors on...Fotoball Usa Inc • April 15th, 1997 • Sporting & athletic goods, nec
As approved by the Board of Directors on August 12, 1996, the terms of the Amended and Restated Consulting Agreement ("Agreement") between Fotoball USA, Inc. and yourself and Resource One Group is hereby extended and modified. The amount of compensation payable to you is increased to $40,000.00 per annum and the term of Agreement is extended through August 31, 1997.
NFL PROPERTIES, INC. LICENSE AGREEMENT National Football League Properties, Inc. 280 Park Avenue, New York, New York 10017 Area Code (212) 450-2000 FAX (212) 681-7599 LICENSING AGREEMENT TERM SHEET Licensee: Fotoball USA, Inc. Date: April 14, 1998...License Agreement • March 30th, 1999 • Fotoball Usa Inc • Sporting & athletic goods, nec • New York
STOCK OPTION AGREEMENT This Stock Option Agreement (the "Option Agreement") is made and entered into as of the 30th day of January, 1998, by and between Fotoball USA, Inc., a Delaware corporation (the "Company"), and Salvatore T. DiMascio (the...Stock Option Agreement • March 31st, 1998 • Fotoball Usa Inc • Sporting & athletic goods, nec • Delaware
LOAN AGREEMENTLoan Agreement • March 30th, 1999 • Fotoball Usa Inc • Sporting & athletic goods, nec • California
December ll, l998 Mr. Michael Favish President Fotoball USA Inc. 3738 Ruffin Road San Diego, CA 92123 Re: License Agreement No. ML-2329D Dear Mr. Favish: This letter, when fully executed, shall formally amend License Agreement No. ML-2329D(the...Fotoball Usa Inc • March 30th, 1999 • Sporting & athletic goods, nec
Merrill Lynch International Bank Limited 33 Chester Street London, SWIX 7DX March 13, 1997 Fotoball USA, Inc. Mr. David Forster 3738 Ruffin Road San Diego, CA 92123 Re: US$3,000,000.00 Facility Agreement (dated December 20, 1995) Dear Mr. Forster: We...Fotoball Usa Inc • May 15th, 1997 • Sporting & athletic goods, nec
This letter is and shall be part of the "Agreement" as defined in the Term Sheet forming part of the above Facility Agreement. Kindly acknowledge receipt of this letter by signing and returning the enclosed copy.
WITNESSETHFotoball Usa Inc • March 30th, 1999 • Sporting & athletic goods, nec
Contract No. ML- 2329D MAJOR LEAGUE BASEBALL PROPERTIES, INC. LICENSE AGREEMENT THIS LICENSE AGREEMENT by and between Major League Baseball Properties, Inc., 350 Park Avenue, New York, NY 10022 (hereinafter referred to as "Licensor"), as agent for the...Fotoball Usa Inc • April 15th, 1997 • Sporting & athletic goods, nec • New York
EXHIBIT 4.2 WARRANT AGREEMENT Agreement made as of August 11, 1994, between Fotoball USA, Inc., a Delaware corporation with offices at 3738 Ruffin Road, San Diego, California 92123 ("Company"), and Continental Stock Transfer & Trust Company, a New...Warrant Agreement • June 24th, 1999 • Fotoball Usa Inc • Sporting & athletic goods, nec • New York
RECITALSLoan and Security Agreement • November 14th, 2003 • Fotoball Usa Inc • Sporting & athletic goods, nec
Merrill Lynch Merrill Lynch International Bank Unlimited Ropemaker Place 25 Ropemaker Street London EC2Y9LY Telephone: 071-628-1000 Direct: 071-867 Telex: 8811047 MERLYN G December 20, 1995 Fotoball USA, Inc. Mr. David Forster 3738 Ruffin Road San...Fotoball Usa Inc • April 15th, 1997 • Sporting & athletic goods, nec
FOTOBALL USA, INC. 6740 COBRA WAY SAN DIEGO, CALIFORNIA 92121Fotoball Usa Inc • December 10th, 2003 • Sporting & athletic goods, nec
We are pleased to inform you that, on November 25, 2003, Fotoball USA, Inc. (the "Company") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with K2 Inc. ("K2") and Boca Acquisition Sub, Inc. ("Acquisition Sub"), a newly formed corporation and wholly owned subsidiary of K2. Pursuant to the Merger Agreement, K2 has commenced an offer to acquire each issued and outstanding share of common stock, $0.01 par value, of the Company, including the associated preferred share purchase rights (the "Shares") in exchange for 0.2757 of a share of common stock, par value $1.00 per share, of K2 (including the associated preferred share purchase rights). If the exchange offer is successful, Acquisition Sub will thereafter be merged with and into the Company, with the Company surviving the merger and all of our Shares then-outstanding (other than Shares held by K2, Acquisition Sub or the Company or stockholders who properly exercise appraisal rights, if any, under
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Settlement Agreement and Mutual General Release ("Agreement") is made as of October 1, 1997 ("Effective Date"), between: Fred S. Ostern ("Ostern") and The Eastwoods Group, Inc. ("Eastwoods"), on the...Settlement Agreement and Mutual General Release • March 31st, 1998 • Fotoball Usa Inc • Sporting & athletic goods, nec • California
FRED OSTERN EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of January 1, 1996 by and between Fotoball USA, Inc., a Delaware corporation (the "Company"), and Fred S. Ostern ("Employee"). W I T N E S S E T H : WHEREAS,...Fred Ostern Employment Agreement • April 15th, 1997 • Fotoball Usa Inc • Sporting & athletic goods, nec • California
FOTOBALL USA, INC.Stock Option Agreement • July 23rd, 1998 • Fotoball Usa Inc • Sporting & athletic goods, nec • Delaware
STANDARD SUBLEASEFotoball Usa Inc • March 31st, 1998 • Sporting & athletic goods, nec
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • April 15th, 1997 • Fotoball Usa Inc • Sporting & athletic goods, nec • California
