AMENDMENT NO.1 TO LOCKUP AGREEMENT

EX-10.1 2 ex101.htm EXHIBIT 10.1 ex101.htm
Exhibit 10.1
 
AMENDMENT NO.1 TO LOCKUP AGREEMENT
 

 
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”).
 
WITNESSETH:
 
WHEREAS, the Company and the Holder are party to a LockUp Agreement, dated as of November 24, 2010 (the “LockUp Agreement”);
 
WHEREAS, the Company and the Holder desire to amend the LockUp Agreement as more particularly set forth below;
 
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:
 
1.           2,000,000 shares of the Company’s common stock held by Holder are released from the lock-up. For the avoidance of doubt, Holder will not be restricted from selling, transferring or otherwise disposing of up to 2,000,000 shares of the Company’s common stock under the Lock-Up Agreement from and after the date of this Amendment.
 
3.           Except as modified herein, the terms of the LockUp Agreement shall remain in full force and effect.
 
4.           This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment.  A signature delivered by facsimile shall constitute an original.
 
[Signature Page Follows]
 
 
1

 
 
[SIGNATURE PAGE TO AMENDMENT TO LOCKUP AGREEMENT]
 
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of this 9th day of February, 2011.
 
  
 
       
By:
/s/ John  Benfield
       
 
Name: John  Benfield
   
 
 
 
Title: Chief Executive Officer
   
 
 
 

/s/ Dennis Fedourk
Dennis Fedoruk


Consented to by a Majority in Interest of the Subscribers pursuant to Section 9 of LockUp Agreement:
 
ALPHA CAPITAL ANSTALT
 
       
By:
/s/ Konrad Ackerman
       
 
Name: Konrad Ackerman
   
 
 
 
Title: Director
Principal Amount of Notes held: $500,000
   
 
 
 
ADVENTURE VENTURES LLC
 
       
By: /s/ Ari Kluger        
  Name: Ari Kluger    
 
 
 
Title:
Principal Amount of Notes held: $125,000
   
 
 

OSHER CAPITAL PARTNERS LLC
 
       
By: /s/ Ari Kluger        
  Name: Ari Kluger    
 
 
 
Title:
Principal Amount of Notes held: $125,000
 
WHALVEHAVEN CAPITAL FUND LIMITED
 
       
By: /s/ Eric Weisblum        
  Name: Eric Weisblum    
 
 
 
Title:
Principal Amount of Notes held: $500,000
 
FLM HOLDINGS LLC
 
       
By: /s/ Sam Del Presto        
  Name: Sam Del Presto    
 
 
 
Title: Managing Member
Principal Amount of Notes held: $506,488.89

FJD HOLDING LLC
 
       
By:          
  Name:    
 
 
 
Title:
Principal Amount of Notes held: $250,000
 
BRIO CAPITAL L.P.
 
       
By: /s/ Shaye Hirsch        
  Name: Shaye Hirsch    
 
 
 
Title: Managing Member
Principal Amount of Notes held: $150,000

EDWARD KARR
 
       
By:          
  Name:    
 
 
 
Title:
Principal Amount of Notes held: $100,000
 
 
 
2

 
 
 
MAIELLA INVESTMENT HOLDINGS LLC
 
       
By:          
  Name:    
 
 
 
Title:
Principal Amount of Notes held: $150,000

BRISTOL INVESTMENT FUND, LTD.
 
       
By: /s/ Paul Kessler        
  Name: Paul Kessler    
 
 
 
Title: Director
Principal Amount of Notes held: $280,000
 
BRISTOL CAPITAL ADISORS
PROFIT SHARING PLAN
 
       
By: /s/ Paul Kessler        
  Name:  Paul Kessler    
 
 
 
Title: Authorized Signatory
Principal Amount of Notes held: $40,000
 
BRISTOL CAPITAL, LLC
 
       
By: /s/ Paul Kessler        
  Name: Paul Kessler    
 
 
 
Title: Manager
Principal Amount of Notes held: $80,000