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]


 




  





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[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