EXHIBIT 5
TERMINATION OF AGENCY AGREEMENTS AND STOCK OPTIONS
Agreement dated March 11, 2002 entered into between and among TAI NAM INDUSTRIAL
COMPANY LIMITED, a Hong Kong private limited company with its offices at Units
D-F, 26th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, N.T., Hong Kong
("TN") and XXXXX KI XXXX XXX and XXXXXXX XXXX XXXX XXXXX, individuals with their
address at Units D-F, 26th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan,
N.T., Hong Kong (collectively referred to as the "Principals");
and
TOYMAX INTERNATIONAL, INC., a Delaware corporation with its offices at 000 X.
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, X.X.X. ("Toymax International"), TOY
MAX (H.K.) LIMITED, a Hong Kong private limited company, with its offices at
Units D-F, 26th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, N.T., Hong
Kong ("Toymax HK"), TOYMAX INC., a New York corporation ("Toymax NY") with its
offices at 000 X. Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, U.S.A., FUNNOODLE
INC., a Delaware corporation with its offices at 000 X. Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000, U.S.A., U.S.A., ("FN"), FUNNOODLE (HK) LIMITED, a
Hong Kong private limited company, with its offices at Units D-F, 26th Floor,
CDW Building, 388 Castle Peak Road, Tsuen Wan, N.T, Hong Kong ("FN HK"), GO FLY
A KITE, INC. a Delaware corporation with its offices at Box AA. Xxxxx 000, Xxxx
Xxxxxx, XX 00000, X.X.X., ("GFK,"), and GO FLY A KITE (HK) LIMITED, a Hong Kong
private limited company, with its offices at Units D-F, 26th Floor, CDW
Building, 388 Castle Peak Road, Tsuen Wan, N.T, Hong Kong ("GFK HK"), MONOGRAM
INTERNATIONAL, INC. a Delaware corporation with its offices at 12395 75th
Street, Key Largo, Florida 33773-3090, U.S.A., ("MG"), and MONOGRAM PRODUCTS
(HK) LIMITED, a Hong Kong private limited company, with its offices at Units
D-F, 26th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, N.T, Hong Kong
("MG HK"); hereafter Toymax International, Toymax HK, Toymax NY, FN, FN HK, GFK,
GFK HK, MG, and MG HK are referred to collectively as the "Toymax Companies";
and
JAKKS PACIFIC, INC., a Delaware corporation with its offices at 00000 Xxxxxxx
Xxxxx Xxxxxxx, Xxxxxx, Xxxxxxxxxx , X.X.X. ("JAKKS"). The parties to this
Agreement may also sometimes be referred to collectively as the "Parties" or
singly as a "Party."
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Toymax Companies and TN, which is owned by the Principals, are
parties to the Agency Agreements identified on Schedule A annexed hereto
(collectively referred to as the "Agency Agreements"), pursuant to which TN
provided certain services to the Toymax Companies in connection with the
manufacturing of the Toymax Companies' products (the "Products");
WHEREAS, concurrently herewith JAKKS has acquired a majority of the outstanding
shares of capital stock of Toymax International, which is the parent company of
the other Toymax Companies, from certain shareholders of Toymax International,
including Best Phase Limited, a British Virgin Islands
corporation owned by the Principals, pursuant to a Stock Purchase Agreement
dated February 10, 2002 (the "Stock Purchase Agreement"); and
WHEREAS, as a condition to such acquisition, TN and the Toymax Companies agreed
to terminate the Agency Agreements.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereto hereby agree as follows:
1. Termination of Agency Agreements and Stock Options.
a. The Agency Agreements are hereby terminated as of the date
hereof. TN, the Principals and each of the Toymax Companies
represents and warrants to JAKKS that there are no other
agreements, understandings or undertakings between or among
TN, the Principals, and any of the Toymax Companies or any of
their respective Affiliates (as defined below) that provide
for TN or any other Affiliate of TN or the Principals to act
as agent for any of the Toymax Companies or provide services
to any of the Toymax Companies similar to the services
provided by TN under the Agency Agreements to any of the
Toymax Companies, and, to the extent that any such agreements,
understandings or undertakings exist, they are hereby
terminated. TN confirms that all Agency Fees due or payable to
TN have been fully paid as of the date hereof (except for
valid outstanding invoices for Products shipped as of the date
hereof owed by the Toymax Companies as of the date hereof) and
that all payment and other obligations of the Toymax Companies
to TN under the Agency Agreements have been fully performed as
of the date hereof. The confidentiality provisions of the
Agency Agreements shall survive the termination of the Agency
Agreements, except that the Principals acknowledges that the
exception referred to therein permitting disclosure by him in
his capacity as Chairman or a member of the Board of Directors
of Toymax International is of no further force and effect. In
consideration for the termination of the Agency Agreements and
the other undertakings made by TN hereunder, JAKKS shall pay
or cause the Toymax Companies to pay TN the sum of
US$800,000.00, payable in six (6) equal monthly installments,
the first such installment payable on the date hereof, and
each succeeding installment payable on the last day of each
calendar month following the month in which this Agreement is
executed and delivered by the parties.
b. Xxxxx Ki Xxxx Xxx agrees that in order to induce JAKKS to
enter into the Stock Purchase Agreement and purchase the
shares of Toymax International pursuant thereto, all stock
options, including options granted to Xxxxx Ki Xxxx Xxx under
Toymax International's Stock Option Plan and any other rights
to acquire shares of stock or other securities of Toymax
International and its Affiliates, and each of the Principals
represents and warrants that neither of them nor their
Affiliates have any rights to acquire shares of stock or other
securities of Toymax International and its Affiliates, and
each of the Principals further agrees that any rights to
compensation, salary, fees, and benefits, written or oral,
that either or them or their Affiliates may be entitled to
from Toymax International and its Affiliates are hereby
terminated as of the date hereof.
2. Definitions. As used in this Agreement, the following terms shall have
the meanings set forth below:
a. "Affiliate" of a Person means another Person directly or
indirectly controlling, controlled by, or under common control
with, such Person; for this purpose, "control" of a Person
means the power (whether or not exercised) to direct the
policies, operations or activities of such Person by virtue of
the ownership of, or right to vote or direct the manner of
voting of, securities of such Person, or pursuant to agreement
or Law or otherwise.
b. "Books and Records" means all customer lists, account records,
pricing information, sales literature, promotional literature
and all other books and records, files, invoices, supplier
lists, and contracts relating to the Products for which TN
provided services to the Toymax Companies under the Agency
Agreements, including all documents, computer software or
other tangible expression of the Tools, Molds and
Specifications (subject to Section 4 of this Agreement) or the
Trade Rights.
c. "Competitive Product" means any product that is substantially
identical to (i) a product sold by the Toymax Companies within
the three (3) year period prior to the date hereof (with the
exception of products known as Snapshots and products sold by
Toymax International's Candy Planet and Monogram divisions),
or (ii) a product sold by the Toymax Companies after the date
hereof, or (iii) a product sold or marketed by JAKKS or its
other Affiliates after the date hereof through the end of the
term of this Agreement.
d. "JI & TN Manufacturing Trade Right" means a patent, or
know-how, inventions, trade secrets, technical process or
proprietary right relating to manufacturing processes employed
by JI and TN in its business and that was conceived or
invented by JI or TN independently of the Toymax Companies
prior to the date hereof and which has not become generally
known in the industry or are not otherwise in the public
domain.
e. "Person" includes without limitation a natural person,
corporation, joint stock company, limited liability company,
partnership, joint venture, association, trust, Governmental
Authority, or any group of the foregoing acting in concert.
f. "Specifications" means descriptive, quantitative and
qualitative criteria for the manufacture of Products.
g. "Tools, Molds and Specifications" means any tools, molds,
designs, prototypes, blueprints, drawings, Specifications, and
the like developed or otherwise produced in connection with
the design, manufacture and marketing of the Products.
h. "Trade Right" means a patent, claim of copyright, trademark,
trade name, brand name, service xxxx, logo, symbol, trade
dress or design, or representation or expression of any
thereof, or registration or application for registration
thereof, or any other invention, trade secret, technical
information, know-how, proprietary right or intellectual
property developed, conceived of, invented or otherwise
produced in connection with the design, manufacture and
marketing of the Products.
3. Transition Period. During the six month period following the date
hereof, TN shall assist JAKKS and the Toymax companies in transferring
to JAKKS' Hong Kong affiliates the responsibilities previously
performed by TN under the Agency Agreements. TN shall deliver all
Tools, Molds and Specifications (subject to Section 4 of this
Agreement) in its possession to JAKKS or such other Person as JAKKS
directs. TN shall respond to reasonable requests made by JAKKS and
the Toymax Companies for information regarding its activities, and
shall promptly provide JAKKS or such other Person as JAKKS directs with
copies of all Books and Records (as such term is defined above) in TN's
or the Principals' possession. TN and the Principals shall cause those
of its employees with information regarding its activities under the
Agency Agreements to meet with representatives of JAKKS and the Toymax
Companies to assist in such transition activities. Any outstanding
purchase orders for any Products ordered by TN for the Toymax Companies
shall be assigned to the Toymax Company without recourse for which such
purchase order was arranged and governed by the provisions of this
Agreement, and to the extent that any such purchase order is not or
cannot be assigned, then TN shall be deemed to be acting as the nominee
for and on behalf of such Toymax Company and shall arrange for delivery
of the finished goods to the Toymax Company for which the Products were
ordered.
4. Ownership of Trade Rights, and Tools, Molds, Designs, etc.
a. ACKNOWLEDGMENT BY TN AND THE PRINCIPALS. TN and the Principals
each acknowledges and agrees that (i) all of the Trade Rights
(subject to the provisions of Section 4(b) regarding the JI &
TN Manufacturing Trade Rights) are the sole property of the
Toymax Companies, and (ii) they have no interest in or claim
to any of the Tools, Molds and Specifications (other than
tools and molds relating to the Products manufactured by TN or
Jauntiway Investments Limited for the Toymax Companies prior
to the date hereof in an immaterial amount not now exceeding
$100,000.00 in the aggregate now owned by TN or Jauntiway
Investments Limited), developed, conceived and produced in
connection with the design, manufacture and marketing of the
Products by them prior to and after the date hereof, subject
to payment by the Toymax Companies or the Product Vendee of
any outstanding invoice for tools and molds as reflected on
the books and records of the Toymax Companies prior to or
after the date hereof. TN and the Principals represent and
warrant to JAKKS and the Toymax Companies that they have
received payment in full of all amounts due to them for all of
the Tools, Molds and Specifications used by TN in connection
with the manufacture of the Products and all other Products
manufactured by TN for the Toymax Companies and their
Affiliates within the past five (5) years (other than tools
and molds relating to the Products manufactured by TN or
Jauntiway Investments Limited for the Toymax Companies prior
to the date hereof in an immaterial amount not now exceeding
$100,000.00 in the aggregate now owned by TN or Jauntiway
Investments Limited.)
b. "WORKS FOR HIRE". TN and the Principals each acknowledges and
agrees that for all purposes of U.S. and foreign Copyright
Laws the Trade Rights and any inventions, discoveries,
enhancements or improvements to any tangible or intangible
property, with respect to the Products that TN or the
Principals ordered for the Toymax Companies under the Agency
Agreements or developed or invented by Xxxxx Ki Xxxx Xxx in
his capacity as Chairman and director of Toymax International
or its predecessors and their respective Affiliates (for the
purposes of this paragraph all of the foregoing is
collectively referred to as the "Work", but excluding
therefrom any JI &TN Manufacturing Trade Right), and any and
all elements thereof, shall be deemed to constitute "works for
hire" belonging to the Toymax Companies within the meaning of
Xxxxx 00, Xxxxxx Xxxxxx Code, Section 101, and any comparable
provisions of the law of any other jurisdiction, such that all
right, title and interest therein, including, without
limitation, copyrights and exclusive rights under copyright,
vest in the Toymax Companies. TN and the Principals each
hereby transfers and conveys to the Toymax Companies the
exclusive, world-wide, royalty-free, paid-up right to exploit,
use, develop, license the Work, and improvements
thereto or derivatives thereof; and the exclusive right, title
and interest in and to all inventions, improvements, patent
applications and letters patent, "know-how", and all
intellectual property and other rights, tangible or
intangible, which relate to or are based upon or derived from
the Work; and to all information, documents, and
specifications that relate to the Work. If the Work or any of
the elements thereof is deemed not to be "works for hire"
within the meaning of Xxxxx 00, Xxxxxx Xxxxxx Code, Section
101, then by their signatures below TN and the Principals each
hereby assigns and transfers to the Toymax Companies all
right, title and interest in and to the Work, including rights
throughout the world for good and valuable consideration,
receipt of which TN and the Principals each hereby
acknowledges. Notwithstanding the foregoing, (i) if any
manufacturing process used by TN in the manufacture of any
Product under the Agency Agreements that would otherwise
constitute part of the Work, becomes part of the public
domain, TN shall have a perpetual, non-exclusive, royalty-free
right to use such process in its manufacturing operations
commencing one (1) year after it first becomes part of the
public domain, and (ii) subject to the restrictive covenants
in Section 5 of this Agreement, as between or among the
Parties, no Party shall have any claim to any other
manufacturing process not described in clause (i) or other
intellectual property right generally known in the toy
industry or otherwise in the public domain.
x. XXXXX OF LICENSE TO JI & TN MANUFACTURING TRADE
RIGHT. TN hereby grants to JAKKS and its Affiliates,
including the Toymax Companies, a perpetual,
non-exclusive, royalty-free right to use in their
respective businesses any JI & TN Manufacturing Trade
Right invented or conceived by TN prior to the date
hereof.
5. Restrictive Covenant. From and after the date hereof and until the
later of December 31, 2004 or one (1) year following the termination or
expiration of the manufacturing agreement of even date herewith among
TN, Jauntiway Investments Limited, the Principals, Toymax
International, Toymax HK, and JAKKS, neither TN nor the Principals
shall, directly or indirectly through any Affiliate or other
intermediary (a) manufacture, produce, sell, market or otherwise
promote any Competitive Product or serve as a partner, member, manager,
director, officer or employee of, or consultant or advisor to, or in
any manner own, control, manage, operate or otherwise participate or
invest in, or be connected with any Person that engages in the
marketing or sale of Competitive Products, or authorize the use of its
name in connection therewith, or (b) for itself or himself or on behalf
of any other Person, employ, engage or retain any Person who at any
time during the preceding 12-month period shall have been an employee
of any of the Toymax Companies or JAKKS or its other Affiliates or
contact any supplier within the United States, Hong Kong or People's
Republic of China, or any customer or employee of the Toymax Companies,
JAKKS or its other Affiliates the purpose of soliciting customers for
the sale of Competitive Products or persuading any such supplier or
customer to cease doing or reduce the amount of business being done
with, or persuading such employee to cease being employed by a Toymax
Company, JAKKS or its other Affiliates. The foregoing provisions
notwithstanding, TN and the Principals may invest its or his funds in
securities of an issuer if the securities of such issuer are listed for
trading on a registered securities exchange or actively traded in the
over-the-counter market and TN's and the Principals' and their
respective Affiliates' aggregate holdings therein represent less than
1% of the total number of shares or principal amount of the securities
of such issuer then outstanding. JI and each of the Principals
acknowledges that the provisions of this Section, and the period of
time, lack of specific geographic area given the international nature
of the business of JAKKS and its Affiliates, including the Toymax
Companies, and scope and type of restrictions on their activities set
forth herein, are reasonable and necessary for the protection of JAKKS
and its Affiliates and are an essential inducement to JAKKS entering
into this Agreement and the
Stock Purchase Agreement and acquiring shares of common stock of Toymax
International from Best Phase Limited and the other shareholders
selling their shares to JAKKS pursuant to the Stock Purchase Agreement.
The Principals and TN each acknowledges that the type of services that
they and it have performed for Toymax International and its Affiliates
were of an intellectual and technical character that required the
disclosure of confidential and proprietary information of Toymax
International and its Affiliates to them and resulted in the creation
by them of information which is confidential and proprietary to Toymax
International and its Affiliates, and accordingly that the restrictive
covenants contained herein are necessary in order to protect and
maintain the business and assets and goodwill of Toymax International,
whose shares are being purchased by JAKKS. The Principals and TN each
acknowledges that the business of Toymax International and its
Affiliates extends beyond the geographic area of the State of New York,
U.S.A. and of Hong Kong and accordingly, it is reasonable that the
restrictive covenants set forth above are not limited by specific
geographic area but by the location of the suppliers and customers of
Toymax International and its Affiliates. The Principals and TN each
acknowledges that the remedy at law for any breach of this agreement by
them will be inadequate and that, accordingly, Toymax International
shall, in addition to all other available remedies (including without
limitation seeking such damages as it can show it has sustained by
reason of such breach), be entitled to injunctive relief without being
required to post bond or other security and without having to prove the
inadequacy of the available remedies at law.
6. Miscellaneous.
a. LIMITATION OF AUTHORITY. No provision hereof shall be deemed
to create any partnership, joint venture or joint enterprise
or association among the parties hereto, or to authorize or to
empower any Party hereto to act on behalf of, obligate or bind
any other Party hereto.
b. FEES AND EXPENSES. Each Party hereto shall bear such fees and
expenses as may be incurred by it in connection with this
Agreement.
c. NOTICES. Any Notice or demand required or permitted to be
given or made hereunder to or upon any Party hereto shall be
deemed to have been duly given or made for all purposes if (a)
in writing and sent by (i) messenger or an overnight courier
service against receipt, or (ii) certified or registered mail,
postage paid, return receipt requested, or (b) sent by
telegram, telecopy (confirmed orally), telex or similar
electronic means, provided that a written copy thereof is sent
on the same day by postage-paid first-class mail, to such
Party at the following address:
to JAKKS or Toymax Companies:
00000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attn: President
Fax: (000) 000-0000
with a copy to:
Feder, Kaszovitz, Isaacson,
Weber, Xxxxx, Bass & Rhine LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
to TN or the Principals, at:
Units D-F, 26th Floor, CDW Building
388 Castle Peak Road
Tsuen Wan, N.T., Hong Kong
Attn: Xxxxx Ki Xxxx Xxx
Fax: 000-0000-0000
with a copy to: Ettelman & Xxxxxxxxxx, P.C.
000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxxxx, Esq.
Fax: (000) 000-0000
or such other address as any Party hereto may at any time, or
from time to time, direct by Notice given to the other parties
in accordance with this Section. Except as otherwise expressly
provided herein, the date of giving or making of any such
Notice or demand shall be, in the case of clause (a) (i), the
date of the receipt; in the case of clause (a) (ii), three
business days after such Notice or demand is sent is sent
domestically within the United States of America and seven
business days after such Notice or demand is sent
internationally; and, in the case of clause (b), the business
day next following the date such Notice or demand is sent.
d. AMENDMENT. Except as otherwise expressly provided herein, no
amendment of this Agreement shall be valid or effective,
unless in writing and signed by or on behalf of the parties
hereto.
e. WAIVER. No course of dealing or omission or delay on the part
of any Party hereto in asserting or exercising any right
hereunder shall constitute or operate as a waiver of any such
right. No waiver of any provision hereof shall be effective,
unless in writing and signed by or on behalf of the Party to
be charged therewith. No waiver shall be deemed a continuing
waiver or waiver in respect of any other or subsequent breach
or default, unless expressly so stated in writing.
f. GOVERNING LAW. The parties acknowledge and agree that this
Agreement shall be a contract made in the United States, State
of New York. All questions pertaining to the validity,
construction, execution and performance of this Agreement
shall be construed and governed in accordance with the
domestic laws of the State of New York (including, without
limitation, the UCC), without giving effect to principles of
(i) comity of nations or (ii) conflicts of law, and this
Agreement shall not be governed by the provisions of the U.N.
Convention on Contracts for the International Sale of Goods.
Each Party to this Agreement submits to the jurisdiction of
the courts of the State of New York, located in New York
County, New York, United States of America, and to the
jurisdiction of the United States District Court for the
Southern District of Xxx Xxxx, Xxx Xxxx, Xxx Xxxx, Xxxxxx
Xxxxxx of America with respect to any matter arising out of
this Agreement, waives any objection to venue in the Counties
of New York, State of New York, or such District, and agrees
that service of any summons, complaint, Notice or other
process
relating to such proceeding may be effected in the manner
provided by Paragraph 6(c) hereof. If service of process is
required to be made within the United States of America, TN
and each of the Principals appoint as their agent for service
of any process the firm of Ettelman & Xxxxxxxxxx, P.C., 000
Xxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxx Xxxx 00000.
g. SEVERABILITY. The provisions hereof are severable and in the
event that any provision of this Agreement shall be determined
to be invalid or unenforceable in any respect by a court of
competent jurisdiction, the remaining provisions hereof shall
not be affected, but shall, subject to the discretion of such
court, remain in full force and effect, and any invalid or
unenforceable provision shall be deemed, without further
action on the part of the parties hereto, amended and limited
to the extent necessary to render the same valid and
enforceable.
h. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original and which together
shall constitute one and the same agreement.
i. FURTHER ASSURANCES. Each Party hereto agrees to cooperate
fully with the other parties in connection with preparing and
filing any Notices or documents in connection with the
Acquisition. Each Party hereto shall promptly execute,
deliver, file or record such agreements, instruments,
certificates and other documents and perform such other and
further acts as any other Party hereto may reasonably request
or as may otherwise be reasonably necessary or proper, to
carry out the provisions of this Agreement.
j. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and permitted assigns. This Agreement is not
intended, and shall not be deemed, to create or confer any
right or interest for the benefit of any Person not a Party
hereto.
k. ASSIGNMENT. TN's obligations under this Agreement may not be
assigned without the prior written consent of JAKKS, and any
purported assignment without such consent shall be void and
without effect.
l. TITLES AND CAPTIONS. The titles and captions of the Articles
and Sections of this Agreement are for convenience of
reference only and do not in any way define or interpret the
intent of the parties or modify or otherwise affect any of the
provisions hereof.
m. GRAMMATICAL CONVENTIONS. Whenever the context so requires,
each pronoun or verb used herein shall be construed in the
singular or the plural sense and each capitalized term defined
herein and each pronoun used herein shall be construed in the
masculine, feminine or neuter sense.
n. REFERENCES. The terms "herein," "hereto," "hereof," "hereby"
and "hereunder," and other terms of similar import, refer to
this Agreement as a whole, and not to any Article, Section or
other part hereof.
o. NO PRESUMPTIONS. Each Party hereto acknowledges that it has
participated, with the advice of counsel, in the preparation
of this Agreement. No Party hereto is entitled to any
presumption with respect to the interpretation of any
provision hereof or the resolution of any alleged ambiguity
herein based on any claim that any other Party hereto drafted
or controlled the drafting of this Agreement.
p. EXHIBITS AND SCHEDULES. Any Exhibits and Schedules hereto are
an integral part of this Agreement and are incorporated in
their entirety herein by this reference.
q. ENTIRE AGREEMENT. This Agreement embodies the entire agreement
of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements, commitments or
arrangements relating thereto.
IN WITNESS WHEREOF, the individual parties and each of the corporate parties by
their respective duly authorized officers, have duly executed this Agreement as
of the date set forth in the Preamble hereto.
TAI NAM INDUSTRIAL COMPANY LIMITED
By: /s/ XXXXX KI XXXX XXX
-----------------------------
Name: Xxxxx Ki Xxxx Xxx
Title:
TOYMAX INTERNATIONAL INC. JAKKS PACIFIC, INC.
By: /s/ XXXXXXX X . XXXXX By: /s/ XXXX X. XXXXXXX
----------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxx
Title: Secretary Title: Exec. V.P./C.F.O.
TOYMAX (H.K.) LIMITED TOYMAX, INC.
By: /s/ XXXXX KI XXXX XXX By: /s/ XXXXXXX X . XXXXX
----------------------------- ----------------------------
Name: Xxxxx Ki Xxxx Xxx Name: Xxxxxxx X. Xxxxx
Title: Title: Secretary
FUNNOODLE INC. FUNNOODLE (HK) LIMITED
By: /s/ XXXXXXX X . XXXXX By:
----------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxx Name:
Title: Secretary Title:
GO FLY A KITE, INC. GO FLY A KITE (HK) LIMITED
By: /s/ XXXXXXX X . XXXXX By: /s/ XXXXX KI XXXX XXX
----------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxx Ki Xxxx Xxx
Title: Secretary Title:
MONOGRAM INTERNATIONAL, INC. MONOGRAM PRODUCTS (HK) LIMITED
By: /s/ XXXXXXX X . XXXXX By: /s/ XXXXX KI XXXX XXX
----------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxx Ki Xxxx Xxx
Title: Secretary Title:
/s/ XXXXX KI XXXX XXX /s/ XXXXXXX XXXX XXXX XXXXX
----------------------------- ----------------------------
Xxxxx Ki Xxxx Xxx Xxxxxxx Xxxx Xxxx Xxxxx
SCHEDULE A
AGENCY AGREEMENTS
1. Agency Agreement dated April 1, 1997 between Tai Nam and Toymax
International, as amended by an Amendment dated as of September 22,
1997, and an amendment dated April 1, 1999
2. Agency Agreement dated April 1, 1997 between Tai Nam and Toymax HK
Limited
3. Agency Agreement dated April 1, 2000 between and among Tai Nam and
Funnoodle Inc. and Funnoodle (HK) Limited
4. Agency Agreement dated September 1, 2000 between and among Tai Nam and
Go Fly A Kite, Inc. and Go Fly A Kite (HK) Limited
5. Agency Agreement dated March, 2000 among Tai Nam and Monogram
International Inc. and Monogram Products (HK) Limited
