SHARE EXCHANGE AGREEMENT
Share Exchange Agreement (this "AGREEMENT") dated as of
December 18, 1996, among Amscan Holdings, Inc., a Delaware corporation
(the "COMPANY"), and Xxxx X. Xxxxxxxxxxx, an individual residing in the
State of New York ("XXXXXXXXXXX"), Xxxxxx X. Xxxxxxxxxx, an individual
residing in the State of New York ("XXXXXXXXXX") and the following trusts
each created by agreement dated as of October 29, 1996: Xxxxxxxxx
Xxxxxxxxxxx Trust, Xxx Xxxxxxxxxxx Trust, Xxxxxxxxx Xxxxxxxxxxx Trust,
Xxxxxxx Xxxxxxxxxxx Trust, Xxxxx Xxxxxxxxxxx Trust, and Xxxx Xxxxxxxxxxx
Trust (such six trusts being collectively, the "XXXXXXXXXXX TRUSTS" and
individually, a "XXXXXXXXXXX TRUST").
W I T N E S S E T H :
WHEREAS, Xxxxxxxxxxx is the owner of the shares (the
"XXXXXXXXXXX EXCHANGE SHARES") of capital stock of the companies (the
"OPERATING COMPANIES") listed on Schedules A and B hereto in the number
and percentage listed opposite each such company; and
WHEREAS, each of the Xxxxxxxxxxx Trusts is the owner of 13-1/3
shares (such 13-1/3 shares owned by a Xxxxxxxxxxx Trust being with
respect to such Xxxxxxxxxxx Trust the "TRUST EXCHANGE SHARES") of the
common stock, no par value of SSY Realty Corp., a New York corporation
and one of the Operating Companies ("SSY"); and
Whereas, Xxxxxxxxxx is the owner of 32.84 shares (the
"XXXXXXXXXX EXCHANGE SHARES") of the common stock, no par value of Amscan
Inc., a New York corporation and one of the Operating Companies
("AMSCAN"); and
WHEREAS, 1,000 shares of the Company's common stock, par value
$0.10 per share ("COMPANY COMMON STOCK") were issued previously to
Xxxxxxxxxxx in connection with the organization of the Company; and
WHEREAS, in connection with the organization of the Company and
the initial public offering of Company Common Stock (the "TRANSACTION"),
the Company and Xxxxxxxxxxx wish to provide for (i) the shares of capital
stock of each of the Operating Companies identified in Schedule A hereto
which constitute a portion of the Xxxxxxxxxxx Exchange Shares to be
exchanged by Xxxxxxxxxxx for a certain number of shares of Company Common
Stock determined by the Company and Xxxxxxxxxxx to represent the fair
market value of such one of the Operating Companies and (ii) the shares
of capital stock of each of the Operating Companies identified in
Schedule B hereto which constitute a portion of the Xxxxxxxxxxx Exchange
Shares to be exchanged by Xxxxxxxxxxx for a combination of a certain
number of shares of Company Common Stock and cash in the
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amount set forth opposite the name of such one of the Operating Companies
in Schedule B hereto determined by the Company and Xxxxxxxxxxx to
represent in the aggregate the fair market value of such one of the
Operating Companies, which shares of Company Common Stock to be delivered
to Xxxxxxxxxxx in respect of the Operating Companies total 15,023,616
additional shares of Company Common Stock (such aggregate number of
shares being the "XXXXXXXXXXX ACQUISITION SHARES"), and which cash
payments aggregate $133,000 (such aggregate cash amount being the
"XXXXXXXXXXX CASH PAYMENT," and together with the Xxxxxxxxxxx Acquisition
Shares, the "XXXXXXXXXXX CONSIDERATION"); and
WHEREAS, in connection with the Transaction, the Company and
each of the Xxxxxxxxxxx Trusts wish to provide for the exchange by each
of such Xxxxxxxxxxx Trusts of the Trust Exchange Shares for the number of
shares of Company Common Stock listed opposite such Xxxxxxxxxxx Trust's
name on Schedule C hereto (such shares of Company Common Stock
transferred to a Xxxxxxxxxxx Trust being with respect to such Xxxxxxxxxxx
Trust the "TRUST ACQUISITION SHARES"); and
WHEREAS, in connection with the Transaction, the Company and
Xxxxxxxxxx wish to provide for the exchange by Xxxxxxxxxx of the
Xxxxxxxxxx Exchange Shares for 660,000 shares of Company Common Stock
(the "XXXXXXXXXX ACQUISITION SHARES"); and
WHEREAS, Xxxxxxxxxx and the Company wish to confirm certain of
Xxxxxxxxxx'x agreements regarding restrictions on the transfer of the
Xxxxxxxxxx Acquisition Shares.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. EXCHANGE OF SHARES
(a) Effective as of the date hereof Xxxxxxxxxxx transfers all
right, title and interest to the Xxxxxxxxxxx Exchange Shares to the
Company, in exchange for the Xxxxxxxxxxx Consideration, and the Company
issues and delivers the Xxxxxxxxxxx Acquisition Shares and pays the
Xxxxxxxxxxx Cash Payment to Xxxxxxxxxxx in exchange for the Xxxxxxxxxxx
Exchange Shares.
(b) Effective as of the date hereof each Xxxxxxxxxxx Trust
transfers all right, title and interest to the Trust Exchange Shares to
the Company, in exchange for the Trust Acquisition Shares, and the
Company issues and delivers the Trust Acquisition Shares in exchange for
the Trust Exchange Shares.
(c) Effective as of the date hereof Xxxxxxxxxx transfers all
right, title and interest to the Xxxxxxxxxx Exchange Shares to the
Company, in exchange for the Xxxxxxxxxx
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Acquisition Shares, and the Company issues and delivers the Xxxxxxxxxx
Acquisition Shares in exchange for the Xxxxxxxxxx Exchange Shares.
2. DELIVERY OF SHARES AND CASH PAYMENT TO XXXXXXXXXXX
(a) Promptly upon the execution and delivery of this
Agreement, (i) Xxxxxxxxxxx shall deliver to the Company certificates
evidencing the Xxxxxxxxxxx Exchange Shares, duly endorsed in blank or
accompanied by appropriate instruments of transfer in form reasonably
satisfactory to the Company, (ii) the Company shall deliver to
Xxxxxxxxxxx certificates evidencing the Xxxxxxxxxxx Acquisition Shares,
and shall record the issuance of such shares to Xxxxxxxxxxx on the stock
records of the Company, and (iii) the Company shall pay the Xxxxxxxxxxx
Cash Payment to Xxxxxxxxxxx by Company check, by wire transfer or as
otherwise agreed to by the parties.
(b) Promptly upon the execution and delivery of this
Agreement, (i) each Xxxxxxxxxxx Trust shall deliver to the Company
certificates evidencing the Trust Exchange Shares, duly endorsed in blank
or accompanied by appropriate instruments of transfer in form reasonably
satisfactory to the Company, and (ii) the Company shall deliver to each
Xxxxxxxxxxx Trust certificates evidencing the Xxxxxxxxxxx Acquisition
Shares and shall record the issuance of such shares to each Xxxxxxxxxxx
Trust on the stock records of the Company.
(c) Promptly upon the execution and delivery of this
Agreement, (i) Xxxxxxxxxx shall deliver to the Company certificates
evidencing the Xxxxxxxxxx Exchange Shares, duly endorsed in blank or
accompanied by appropriate instruments of transfer in form reasonably
satisfactory to the Company, and (ii) the Company shall deliver to
Xxxxxxxxxx certificates evidencing the Xxxxxxxxxx Acquisition Shares, and
shall record the issuance of such shares to Xxxxxxxxxx on the stock
records of the Company.
3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
(a) The Company hereby represents and warrants to Xxxxxxxxxxx,
Xxxxxxxxxx and the Xxxxxxxxxxx Trusts as follows:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and
has full corporate power and authority to conduct its business as it is
now being conducted. The Company is duly qualified as a foreign
corporation to do business, and is in good standing, in each jurisdiction
where such qualification is necessary, except where a failure to be so
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qualified could not reasonably be expected to have a material adverse
effect upon the business, properties or operations of the Company.
(ii) The authorized capital stock of the Company consists
of 50,000,000 shares of Company Common Stock, of which, without giving
effect to the shares of Company Common Stock issued pursuant hereto,
1,000 shares are issued and outstanding, and are owned of record by
Xxxxxxxxxxx, and 5,000,000 shares of preferred stock, par value $0.10 per
share, of which no shares are issued and outstanding.
(iii) No consent, approval or authorization of, or
declaration, filing or registration with, any third party, including any
governmental or regulatory authority, on the part of the Company, is
required in connection with the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby other than
the filing of a Form D pursuant to regulations under the Securities Act
of 1933, as amended (such Act and the rules and regulations thereunder,
collectively, the "1933 ACT") and other than any consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or blue sky laws in connection with the exchange
contemplated hereby.
(iv) The Company has full corporate power and authority to
execute, deliver and perform this Agreement, and to consummate the
transactions contemplated hereby. The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, will not conflict with, or result in a violation of,
or constitute a material default under, any provision of the Certificate
of Incorporation or By-laws of the Company, or any material agreement,
mortgage, indenture, license, permit, lease or other instrument or any
judgment, decree, ruling or order to which the Company is a party or by
which the Company or its properties are bound.
(v) This Agreement has been duly authorized by all
necessary corporate action, has been duly executed and delivered by or on
behalf of the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws presently or hereafter in
effect affecting the enforcement of creditors' rights generally or by
general rules of equity.
(b) The Company hereby represents and warrants to Xxxxxxxxxxx
that the Xxxxxxxxxxx Acquisition Shares, when issued to Xxxxxxxxxxx in
accordance with the terms hereof, will have been duly authorized, validly
issued, and will be fully paid and non-assessable. The issuance of the
Xxxxxxxxxxx Acquisition Shares to Xxxxxxxxxxx in accordance with the
terms hereof will transfer to Xxxxxxxxxxx full legal and valid title
thereto, free and clear of any liens, security interests, charges,
pledges or encumbrances.
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(c) The Company hereby represents and warrants to each of the
Xxxxxxxxxxx Trusts that the Trust Acquisition Shares, when issued to such
Xxxxxxxxxxx Trust in accordance with the terms hereof, will have been
duly authorized, validly issued and will be fully paid and non-assessable.
The issuance of the Trust Acquisition Shares to such Xxxxxxxxxxx Trust in
accordance with the terms hereof will transfer to such Xxxxxxxxxxx Trust
full legal and valid title thereto, free and clear of any liens, security
interests, charges, pledges or encumbrances.
(d) The Company hereby represents and warrants to Xxxxxxxxxx
that the Xxxxxxxxxx Acquisition Shares, when issued to Xxxxxxxxxx in
accordance with the terms hereof, will have been duly authorized, validly
issued, and will be fully paid and non-assessable. The issuance of the
Xxxxxxxxxx Acquisition Shares to Xxxxxxxxxx in accordance with the terms
hereof will transfer to Xxxxxxxxxx full legal and valid title thereto,
free and clear of any liens, security interests, charges, pledges or
encumbrances.
4. REPRESENTATIONS AND WARRANTIES OF XXXXXXXXXXX
Xxxxxxxxxxx hereby represents and warrants to the Company as
follows:
(a) The Xxxxxxxxxxx Exchange Shares are owned beneficially and
of record by Xxxxxxxxxxx, free and clear of any liens, security
interests, charges, pledges or encumbrances. The Xxxxxxxxxxx Exchange
Shares, the Xxxxxxxxxx Exchange Shares and the Trust Exchange Shares have
been duly authorized, and are validly issued, fully paid and non-
assessable, and the Xxxxxxxxxxx Exchange Shares represent the percentage
of issued and outstanding capital stock of the Operating Companies as set
forth on Schedules A and B hereto. The transfer of the Xxxxxxxxxxx
Exchange Shares to the Company in accordance with the terms hereof will
transfer to the Company full legal and valid title thereto, free and
clear of any liens, security interests, charges, pledges or encumbrances.
(b) No consent, approval or authorization of, or declaration,
filing or registration with, any third party, including any governmental
or regulatory authority, on the part of Xxxxxxxxxxx or any of the
Operating Companies, is required in connection with the execution and
delivery of this Agreement or the consummation of the transactions
contemplated hereby other than consents which have heretofore been
obtained.
(c) Xxxxxxxxxxx has full power and authority to execute,
deliver and perform this Agreement, and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
will not conflict with, or result in a violation of, or constitute a
default under, any provision of the Certificate or Articles of
Incorporation or By-laws of any of the Operating Companies, or any
material agreement, mortgage, indenture, license, permit, lease or other
instrument or any judgment, decree, ruling or
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order to which any of Xxxxxxxxxxx or the Operating Companies is a party or
by which any of Xxxxxxxxxxx or the Operating Companies or his or their
respective properties are bound.
(d) This Agreement constitutes the legal, valid and binding
obligation of Xxxxxxxxxxx, enforceable against him in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws presently or hereafter in
effect affecting the enforcement of creditors' rights generally or by
general rules of equity.
(e) Xxxxxxxxxxx will acquire the Xxxxxxxxxxx Acquisition
Shares for his own account and not with a view to, or for resale in
connection with, the distribution or other disposition thereof except in
compliance with 1933 Act, and he will not, directly or indirectly, offer,
sell, pledge, transfer or otherwise dispose of any of such Xxxxxxxxxxx
Acquisition Shares (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of any of such Xxxxxxxxxxx Acquisition Shares)
except in compliance with the 1933 Act. Xxxxxxxxxxx acknowledges that
the Xxxxxxxxxxx Acquisition Shares shall constitute "restricted
securities" as defined in Rule 144 under the 1933 Act.
(f) Xxxxxxxxxxx is an "accredited investor" as defined in
Regulation D under the 1933 Act.
5. REPRESENTATIONS AND WARRANTIES OF THE XXXXXXXXXXX TRUSTS
Each of the Xxxxxxxxxxx Trusts hereby represents and warrants
to the Company solely as to itself as follows:
(a) The Trust Exchange Shares are owned by it beneficially and
of record, free and clear of any liens, security interests, charges,
pledges or encumbrances. The Trust Exchange Shares represent 6-2/3
percent of the issued and outstanding capital stock of SSY. The transfer
of the Trust Exchange Shares to the Company in accordance with the terms
hereof will transfer to the Company full legal and valid title thereto,
free and clear of any liens, security interests, charges, pledges or
encumbrances.
(b) No consent, approval or authorization of, or declaration,
filing or registration with, any third party, including any governmental
or regulatory authority, on the part of the Xxxxxxxxxxx Trust, is
required in connection with the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby.
(c) The Xxxxxxxxxxx Trust has full power and authority to
execute, deliver and perform this Agreement, and to consummate the
transactions contemplated hereby. The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, will not conflict with, or result in a
7
violation of, or constitute a default under, any material agreement,
mortgage, indenture, license, permit, lease or other instrument or any
judgment, decree, ruling or order to which the Xxxxxxxxxxx Trust is a
party or by which the Xxxxxxxxxxx Trust or its properties are bound.
(d) This Agreement constitutes the legal, valid and binding
obligation of the Xxxxxxxxxxx Trust, enforceable against it in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws presently or hereafter in
effect affecting the enforcement of creditors' rights generally or by
general rules of equity.
(e) The Xxxxxxxxxxx Trust will acquire the Trust Acquisition
Shares for its own account and not with a view to, or for resale in
connection with, the distribution or other disposition thereof except in
compliance with the 1933 Act, and the Xxxxxxxxxxx Trust will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise
dispose of any of such Trust Acquisition Shares (or solicit any offers to
buy, purchase or otherwise acquire or take a pledge of any of such Trust
Acquisition Shares) except in compliance with the 1933 Act. The
Xxxxxxxxxxx Trust acknowledges that the Trust Acquisition Shares shall
constitute "restricted securities" as defined in Rule 144 under the 1933
Act.
(f) The Xxxxxxxxxxx Trust has such knowledge and experience in
financial and business matters that it is capable of evaluating the
merits and risks of the prospective investment in the Trust Acquisition
Shares and the Xxxxxxxxxxx Trust has received a copy of the Company's
Preliminary Prospectus dated December 2, 1996 relating to the proposed
initial public offering of Company Common Stock by the Company.
6. REPRESENTATIONS AND WARRANTIES OF XXXXXXXXXX
Xxxxxxxxxx hereby represents and warrants to the Company as
follows:
(a) The Xxxxxxxxxx Exchange Shares are owned by Xxxxxxxxxx
beneficially and of record, free and clear of any liens, security
interests, charges, pledges or encumbrances. The transfer of the
Xxxxxxxxxx Exchange Shares to the Company in accordance with the terms
hereof will transfer to the Company full legal and valid title thereto,
free and clear of any liens, security interests, charges, pledges or
encumbrances.
(b) No consent, approval or authorization of, or declaration,
filing or registration with, any third party, including any governmental
or regulatory authority, on the part of Xxxxxxxxxx, is required in
connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.
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(c) Xxxxxxxxxx has full power and authority to execute,
deliver and perform this Agreement, and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
will not conflict with, or result in a violation of, or constitute a
default under, any material agreement, mortgage, indenture, license, permit,
lease or other instrument or any judgment, decree, ruling or order to which
Xxxxxxxxxx is a party or by which Xxxxxxxxxx or his respective properties are
bound.
(d) This Agreement constitutes the legal, valid and binding
obligation of Xxxxxxxxxx, enforceable against him in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws presently or hereafter in
effect affecting the enforcement of creditors' rights generally or by
general rules of equity.
(e) Xxxxxxxxxx will acquire the Xxxxxxxxxx Acquisition Shares
for his own account and not with a view to, or for resale in connection
with, the distribution or other disposition thereof except in compliance
with the 1933 Act, and he will not, directly or indirectly, offer, sell,
pledge, transfer or otherwise dispose of any of such Xxxxxxxxxx
Acquisition Shares (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of any of such Xxxxxxxxxx Acquisition Shares)
except in compliance with the 1933 Act. Xxxxxxxxxx acknowledges that the
Xxxxxxxxxx Acquisition Shares shall constitute "restricted securities" as
defined in Rule 144 under the 1933 Act.
(f) Xxxxxxxxxx is an "accredited investor" as defined in
Regulation D under the 1933 Act.
7. CONFIRMATION OF XXXXXXXXXX'X AGREEMENTS
Subject to and in accordance with the terms of the Stock
Agreement among Xxxxxxxxxx, Xxxxxxxxxxx and Amscan Inc., dated October 9,
1996 (the "STOCK AGREEMENT") and the Loan Agreement between Xxxxxxxxxxx,
Xxxxxxxxxx and Xxxxxxx & Xxxxxxxxx, LLP, as escrow agent, dated October
9, 1996 (the "LOAN AGREEMENT"), Xxxxxxxxxx hereby confirms his agreement
that he will not sell any Xxxxxxxxxx Acquisition Shares received by
Xxxxxxxxxx hereunder for a period of twelve (12) consecutive months from
the date hereof, except that during such twelve month period, Xxxxxxxxxx
may (i) transfer any of such shares to Xxxxxxxxxxx to repay indebtedness
which Xxxxxxxxxx might incur pursuant to the Loan Agreement, and/or (ii)
make gifts of the Xxxxxxxxxx Acquisition Shares; provided, however that
Xxxxxxxxxx personally agrees and agrees on behalf of the donees of
Xxxxxxxxxx Acquisition Shares in connection with such gifts that none of
the donees of his gifts will sell Xxxxxxxxxx Acquisition Shares prior to
the third anniversary of the transfer of the Xxxxxxxxxx Acquisition
Shares to Xxxxxxxxxx.
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8. MISCELLANEOUS
(a) From time to time on and after the date hereof, each of
the parties hereto shall deliver or cause to be delivered such further
documents and instruments and shall do and cause to be done such further
acts and things as shall be necessary or desirable to carry out the
intent of the parties hereto and accomplish the purposes set forth
herein.
(b) This Agreement may not be modified or amended except by an
instrument or instruments in writing signed by the party against whom
enforcement of any such modifications or amendment is sought. Any party
hereto may, by an instrument in writing, waive compliance by another
party hereto with any term or provision of this Agreement included for
the benefit of such waiving party. The waiver by any party hereto of a
breach of any terms or provisions of this Agreement shall not be
construed as a waiver of any other terms or provisions or of any further
breach.
(c) This Agreement, together with the related schedules
hereto, constitutes the entire agreement among the parties hereto and
supersedes all prior agreements, understandings and arrangements, oral or
written, among the parties hereto with respect to the subject matter
herein or thereof.
(d) This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors. This
Agreement may not be assigned by any party hereto.
(e) Any notice or other communication given pursuant to this
Agreement shall be in writing and shall be given to the parties at the
following addresses or at such other addresses as the parties may
hereafter specify in writing:
If to the Company:
Amscan Holdings, Inc.
00 Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn.: Xx. Xxxxx X. Xxxxxxxx
with a copy to:
Xxxxxxxx & Xxxxxxxx
Four Xxxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn.: Xxxx X. Xxxxxx, Esq.
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If to Xxxxxxxxxxx or any of the Xxxxxxxxxxx Trusts:
Xx. Xxxx X. Xxxxxxxxxxx
c/o Amscan Holdings, Inc.
00 Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxxx & Xxxxxxxxx, LLP
Xxx Xxxxx Xxxxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attn: Xxxx Lever, Esq.
If to Xxxxxxxxxx:
Xx. Xxxxxx X. Xxxxxxxxxx
00 Xxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
with a copy to:
Orloff, Lowenbach, Xxxxxxxxx & Xxxxxx, P.A.
000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
Any such notice or communication shall be hand delivered,
mailed by registered or certified mail, return receipt requested, postage
prepaid, sent by a recognized overnight delivery service or sent by
telecopier with receipt confirmed by telephone by the recipient of such
notice or other communication. If hand delivered, notice shall be
effective upon delivery; if mailed, notice shall be effective upon the
fourth day following the postmark date; if sent by a recognized overnight
delivery service, notice shall be effective upon the second business day
after deposit with such delivery service; if telecopied, notice shall be
effective upon confirmation of receipt.
(f) This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without giving effect
to principles of conflict of laws. All claims, disputes or causes of
action relating to or arising out of this Agreement shall be
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brought, heard and resolved solely and exclusively by and in a federal or
state court situated in New York.
(g) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(h) Descriptive headings are for convenience only and will not
control or affect the meaning or construction of any provision of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
Amscan Holdings, Inc.
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer and
Secretary
/s/ Xxxx X. Xxxxxxxxxxx
--------------------------------------
Xxxx X. Xxxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxxxx
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Xxxxxxxxx Xxxxxxxxxxx Trust
/s/ Xxxx X. Xxxxxxxxxxx
By------------------------------------
Xxxx X Xxxxxxxxxxx, Trustee
XXX XXXXXXXXXXX TRUST
/s/ Xxxx X. Xxxxxxxxxxx
By------------------------------------
Xxxx X Xxxxxxxxxxx, Trustee
XXXXXXXXX XXXXXXXXXXX TRUST
/s/ Xxxx X. Xxxxxxxxxxx
By------------------------------------
Xxxx X Xxxxxxxxxxx, Trustee
XXXXXXX XXXXXXXXXXX TRUST
/s/ Xxxx X. Xxxxxxxxxxx
By------------------------------------
Xxxx X Xxxxxxxxxxx, Trustee
XXXXX XXXXXXXXXXX TRUST
/s/ Xxxx X. Xxxxxxxxxxx
By------------------------------------
Xxxx X Xxxxxxxxxxx, Trustee
XXXX XXXXXXXXXXX TRUST
/s/ Xxxx X. Xxxxxxxxxxx
By------------------------------------
Xxxx X Xxxxxxxxxxx, Trustee
SCHEDULE A
Number of Shares and Percentage of Issued and
Outstanding Shares Owned and To Be Exchanged by
Name of Entity Xxxx X. Xxxxxxxxxxx
Amscan Inc. 660 shares of common stock, no par value/100%
Am-Source, Inc. 60 shares of common stock, no par value/50%
Trisar, Inc. 266.66 shares of common stock, no par value/100%
JCS Realty Corp. 1 share of common stock, no par value/100%
SSY Realty Corp. 120 shares of common stock, no par value/60%
SCHEDULE B
Number of Shares and
Percentage of Issued and
Outstanding Shares Owned Cash Portion of
and To Be Exchanged by Xxxxxxxxxxx
Name of Entity Xxxx X. Xxxxxxxxxxx Consideration
Amscan Distributors 3,000 shares of common stock, par
(Canada) Ltd. value $1 (Canadian) per share/100% $75,000
Amscan Svenska AB 1,500 shares of common stock,
no par value/100% $2,000
Amscan Holdings Limited 215,625 shares of common
stock, par value 20p per
share/75% $20,000
5,000 shares of preference stock,
par value 1 British Pound Sterling
per share/100%
Amscan (Asia Pacific) 760 shares of common stock, par
Pty. Ltd. value Aus. $1 per share/85% $20,000
Amscan Partyartikel GmbH 47,500 shares/95% $14,000
Amscan de Mexico, S.A. 30 shares of Class B common stock,
de C.V. no par value and 1,730 shares of
Class B-1 common stock, no par
value/50% of all outstanding
shares of capital stock $2,000
SCHEDULE C
Name of Trust Number of Shares of
Company Common Stock
Xxxxxxxxx Xxxxxxxxxxx Trust 23,076
Xxx Xxxxxxxxxxx Trust 23,077
Xxxxxxxxx Xxxxxxxxxxx Trust 23,077
Xxxxxxx Xxxxxxxxxxx Trust 23,077
Xxxxx Xxxxxxxxxxx Trust 23,077
Xxxx Xxxxxxxxxxx Trust 23,077
