EXHIBIT 5 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2000 • Crown Acquisition Partners LLC • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the...Joint Filing Agreement • April 10th, 2000 • Crown Acquisition Partners LLC • Games, toys & children's vehicles (no dolls & bicycles)
The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
ARTICLE 1 GRANT OF PROXY; VOTING AGREEMENT; TRANSFERVoting Agreement • April 10th, 2000 • Crown Acquisition Partners LLC • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
EXHIBIT 2 SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 29, 2000 BY AND BETWEEN CROWN ACQUISITION PARTNERS, LLCSecurities Purchase Agreement • April 10th, 2000 • Crown Acquisition Partners LLC • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
Number of Exercise Price Expiration Date of Common Warrant Shares Per Share Warrant 357,000 $16.00 March 29, 2010 79,333 $18.00 March 29, 2010 393,000 $16.00 June 20, 2010 87,333 $18.00 June 20, 2010Warrant Exchange Agreement • April 2nd, 2004 • Crown Emak Partners LLC • Services-advertising agencies • Delaware
ARTICLE 1Voting and Irrevocable Proxy Agreement • April 10th, 2000 • Crown Acquisition Partners LLC • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
Re: Exclusivity AgreementExclusivity Agreement • June 20th, 2008 • Crown Emak Partners LLC • Services-advertising agencies • Delaware
Crown EMAK Partners, LLC, Peter Ackerman and certain affiliates (collectively, “CEP”) holding capital stock of EMAK Worldwide, Inc. (the “Company”) wish to induce Marlin Equity Partners, LLC and its affiliates (“Marlin”) to expend significant time, effort and expense to pursue a potential acquisition by Marlin, acting through a partnership or other entity (“Holdco”), of all of the outstanding capital stock, common and preferred, of the Company (such acquisition, in a form to be determined by Marlin, the “Transaction”). Marlin and CEP are interested in pursuing discussions and pursuing due diligence towards the Transaction, provided they come to certain mutual agreements as set forth below.
RECITALSExchange and Extension Agreement • July 6th, 2006 • Crown Emak Partners LLC • Services-advertising agencies • Delaware
