Vermont Teddy Bear Co Inc Watch

from 8-K ~20 pages Certificate of Incorporation of Hibernation Holding Company, Inc

from 8-K ~5 pages Form of Contribution Agreement This Contribution Agreement ("Agreement") Is Entered Into as of May __, 2005 (The "Agreement Date"), by and Among Hibernation Holding Company, Inc., a Delaware Company (The "Buyer"), and Those Persons Set Forth on Schedule 1 (Each a "Contributor" And, Collectively, the "Contributors")

from 8-K ~5 pages Form of Stockholder Voting Agreement and Proxy

from 10KSB ~10 pages Indenture or similar

from 10KSB 1 page April 12, 1996 Ms. Elisabeth Robert Chief Financial Officer the Vermont Teddy Bear Co., Inc. 2236 Shelburne Road Shelburne, Vermont 05482 Dear Liz: I Understand That on June 30, 1996, the Vermont Teddy Bear Co., Inc. (The "Company") Shall Have Accrued $126,000 in Dividends on My Series a Preferred Stock (The "Accrued Dividends") as More Fully Described in Attachment A. I Hereby Agree to Waive Any and All Claims on the Accrued Dividends in Exchange for a 5 Year Warrant to Purchase 43,826.087 Shares of the Company's Common Stock at the Current Market Price of $2.875 Per Share. Sincerely, /S/ Joan H. Martin Joan H. Martin Attachment a History of Preferred Stock 05/07/93 the Company Issued 72 Shares of No Par, 12% Cumulative Preferred Stock, With a Liquidation Value of $10,000 Per Share, as Full Payment of the Outstanding Debenture Payable to Joan Martin. 06/30/93 the Company Accrued $12,782 in Dividends on Preferred Shares. 08/18/93 the Company Issued 18 Shares of No Par, 12% Cumulative Preferred Stock, With a Liquidation Value of $10,000 Per Share, as Partial Payment of the Outstanding Interest Payable to Joan Martin. (The Balance of Accrued Interest, $69,167, Was Paid With a Portion of the Proceeds of the Ipo.) 09/15/93 the 90 Shares of Preferred Stock Outstanding Were Converted to 90 Shares of 8% Series a Preferred. 09/30/93 the Company Accrued $22,832 in Dividends on Preferred Shares. 12/31/93 the First Quarterly Dividend ($18,000) Was Declared on Series a Preferred Stock. 03/31/94 the Second Quarterly Dividend ($18,000) Was Declared on Series a Preferred Stock. 05/12/94 the Dividends Declared 06/30/93, 09/30/93, 12/31/93, and 03/31/94 (Totalling $71,614) Were Paid. Schedule of Dividends From April 1, 1994, Forward - Incurred on Amount Paid on 06/30/94 $18,000 05/31/95 09/30/94 $18,000 05/31/95 12/31/94 $18,000 03/31/95 $18,000 06/30/95 $18,000 09/30/95 $18,000 12/31/95 $18,000

from 10KSB ~20 pages Indenture or similar

from 10KSB ~10 pages Indenture or similar