EXHIBIT 2.3
TOYMAX INTERNATIONAL, INC.
000 XXXX XXXXXXXX XXXX
XXX XXXX, XX 00000
March 11, 2002
JAKKS Pacific, Inc.
00000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxx, XX 00000
Re: Stock Purchase Agreement
------------------------
Ladies and Gentlemen:
Reference is made to the Stock Purchase Agreement (the "STOCK
PURCHASE AGREEMENT"), dated as of February 10, 2002, by and among JAKKS Pacific,
Inc., a Delaware corporation ("JAKKS"), Toymax International, Inc., a Delaware
corporation (the "COMPANY") and the shareholders of the Company listed on
Schedule I thereto (the "SHAREHOLDERS"). All capitalized terms that are used but
not otherwise defined herein shall have the meanings ascribed to them in the
Stock Purchase Agreement.
This letter shall confirm the understanding and agreement of
the parties to the Stock Purchase Agreement with respect to the following
matters:
1. JAKKS hereby waives the requirements of Section 5.15 of the Stock
Purchase Agreement and the Company shall not be required to deliver or cause to
be delivered to JAKKS a Lien Report or Reports on or prior to the Closing Date
or at any time thereafter, notwithstanding anything to the contrary contained in
the Stock Purchase Agreement.
2. Notwithstanding the provisions of Sections 5.10 and 7.2(c) of the
Stock Purchase Agreement: (A) each of Xxxxx Ki Xxxx Xxx, Xxxxxx X. Xxxxxxxxxx
and Xxxxxx Xxxxxxxx shall resign as directors of the Company, effective upon
Closing; and (B) the remaining directors shall elect two of the then-existing
members of JAKKS' board of directors (or their designees) to fill such
vacancies.
3. Effective upon compliance with the applicable requirements of
Section 14(f) of the Exchange Act: (A) the Shareholders shall deliver at Closing
the resignations of two additional members of the Company's board of directors
(other than any JAKKS directors elected in accordance with the preceding
paragraph); (B) the number of directors constituting the entire board of
directors of the Company shall be increased to eight (8); and (C) the board of
directors shall elect the remaining four members of JAKKS' then-existing board
of directors (or their designees) who have not been elected to serve as
directors of the Company to serve as the remaining four directors of the
Company.
Except as amended hereby, all of the terms and provisions of the Stock
Purchase Agreement shall remain unchanged and continue in full force and effect.
If the foregoing correctly sets forth our agreement and understanding, please so
indicate by signing and dating this letter in the space provided below.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
Chief Executive Officer
Accepted and Agreed to
as of the date set forth above,
BEST PHASE LIMITED JAKKS PACIFIC, INC.
By: /s/ Xxxxx Ki Xxxx Xxx By: /s/ Xxxx X. Xxxxxxx
-------------------------------- -------------------------------
Xxxxx Ki Xxxx Xxx Xxxx X. Xxxxxxx
President Executive Vice President
HARGO (BARBADOS) LIMITED
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx
Director
By: /s/
--------------------------------
CIBC Bank and Trust Company (Cayman) Limited
Secretary
/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxxx
/s/ Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx
