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EXHIBIT 2.3
ESCROW AGREEMENT
This Escrow Agreement (this "Escrow Agreement") is made as of September
30, 1999, among (i) Xxxxxx X. Xxxxxxxxx, as agent for the Shareholders (as
defined in the Purchase Agreement, as defined in Recital A below) (the
"Shareholders' Agent"), pursuant to a Shareholders' Agent Agreement dated as of
September 22, 1999 (the "Shareholders Agent Agreement"), among the Shareholders
and the Shareholders' Agent, (ii) JAKKS Pacific, Inc., a Delaware corporation
("JAKKS"), and (iii) Bank One Trust Company, NA (the "Escrow Agent"). Recitals
A. JAKKS, Flying Colors Toys, Inc., f/k/a Colorbok Paper Products,
Inc., a Michigan corporation (the "Company"), and the Shareholders are parties
to a Stock Purchase Agreement dated as of September 22, 1999 (the "Purchase
Agreement"), pursuant to which JAKKS has agreed to purchase all of the issued
and outstanding shares of capital stock of the Company from the Shareholders, in
accordance with the terms and conditions of the Purchase Agreement. Capitalized
terms used but not defined herein will have the meanings given to them in the
Purchase Agreement.
B. It is a condition to the obligations of JAKKS and the
Shareholders to consummate the Acquisition that the waiting period under the HSR
Act shall have expired or been terminated (the "HSR Condition").
C. All of the remaining conditions to the parties' obligations to
consummate the Acquisition have been, or are capable of being fulfilled, on the
date hereof. The parties, therefore, wish to enter into this Agreement to
facilitate the Closing under the Purchase Agreement upon fulfillment of the HSR
Condition and to provide a mechanism for returning the payments and documents
delivered into escrow pursuant to this Agreement if the HSR Condition has not
been fulfilled in certain circumstances.
D. The Escrow Agent has agreed to serve as escrow agent and to hold
and disburse the funds and documents delivered to it pursuant to this Agreement
in accordance with the terms and conditions of this Agreement.
Therefore, the parties agree as follows:
1. Escrow Documents and Escrow Fund.
1.1 Deposit of Escrow Documents. Concurrently with the
execution and delivery of this Agreement, (a) the share certificates,
stock powers and other documents, if any, described on Exhibit A
(collectively, the "Main Stock Documents") and the share certificates,
stock powers and other documents, if any, described on Exhibit B (the
"U.S. Bank Stock Documents" and, collectively with the Main Stock
Documents, the "Stock Documents") are being delivered into escrow with
the Escrow Agent, and (b) the
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documents described on Exhibit C (the "Other Closing Documents" and,
collectively with the Stock Documents, the "Escrow Documents") are being
delivered into escrow with the Escrow Agent. Of the Other Closing
Documents, those annotated with an asterisk on Exhibit C are documents
relating to the Divestiture and will be referred to in this Agreement as
the "Divestiture Documents."
1.2 Deposit of Funds. Concurrently with the execution and
delivery of this Agreement, JAKKS is delivering to the Escrow Agent, by
wire transfer of immediately available funds, $52,350,000.00 (the
"Escrow Payment"), which is the sum of (a) $34,746,504.79, which
represents the portion of the Closing Purchase Price to be paid in cash
at Closing pursuant to Article 2 of the Purchase Agreement, (b)
$15,986,770.33, which represents the Closing Debt Payments to be made by
JAKKS in cash at the Closing pursuant to Section 8.9 of the Purchase
Agreement in respect of the Bank Loan (calculated through the time
immediately prior to the start of business on the Closing Date) (the
"Bank Loan Payment") and (c) $1,616,724.88, which represents the Closing
Debt Payments to be made by JAKKS in cash at the Closing pursuant to
Section 8.10 of the Purchase Agreement in respect of the indebtedness
set forth on Schedule 8.10 to the Purchase Agreement (the "Insider
Debt") (calculated through the time immediately prior to the start of
business on the Closing Date)(the "Insider Debt Payment").
1.3 Acknowledgement of Receipt by the Escrow Agent. The Escrow
Agent acknowledges receipt of the Escrow Documents and the Escrow
Payment and will hold in escrow and distribute and disburse the Escrow
Documents and the Escrow Fund (as defined in Section 2 below) in
accordance with this Agreement.
2. Deposit of Escrow Payment. From the date of this Agreement until the
first to occur of the Finalization Date (as defined in Section 3.2 below) or the
Early Return Date (as defined in Section 3.3 below), the Escrow Agent shall
deposit the Escrow Payment (together with the interest accrued thereon, the
"Escrow Fund") in a separate trust account of the Escrow Agent. The Escrow Agent
shall invest the Escrow Fund in (1) U.S. Treasury obligations, obligations
issued or guaranteed by U.S. government agencies or instrumentalities and/or (2)
mortgage-backed securities and/or (3) commercial paper and/or (4) bank
obligations and deposit notes, as directed in a joint written Notice signed by
JAKKS and the Shareholders' Agent or, if no such direction is given, in the One
Group Prime Money Market Fund, or a successor or similar fund.
3. Disposition of the Escrow Documents and the Escrow Fund.
3.1 Instructions to be Provided by Parties.
(a) On the business day on which JAKKS and the
Shareholders' Agent receive Notice that the HSR Condition has
been fulfilled, they will provide written Notice (either by
joint written Notice or by separate written Notices to the same
effect) to such effect signed by JAKKS and the Shareholders'
Agent (the "HSR Fulfillment Notice") to the Escrow Agent.
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(b) If JAKKS or the Shareholders' Agent receives Notice
that any Governmental Authority has issued any Request for
Additional Information or has taken any other action to delay or
prevent the expiration or termination of the waiting period
under the HSR Act with regard to the Acquisition, such party
will provide written Notice to such effect signed by such party
(the "Non-Fulfillment Notice") to the Escrow Agent.
3.2 Distribution Upon Expiration of HSR Waiting Period or
Receipt of HSR Fulfillment Notice. If (x) the Escrow Agent has not
received a Non-Fulfillment Notice by 11:00 a.m. (local time) on October
25, 1999 or (y) the Escrow Agent receives the HSR Fulfillment Notice,
then, in the case of clause (x), on October 25, 1999, and, in the case
of clause (y), as promptly as practicable (and in any event within one
business day) after receipt of the HSR Fulfillment Notice, the Escrow
Agent shall distribute and disburse the Escrow Documents and the Escrow
Fund in accordance with this Section 3.2. The date of such distribution
and disbursement shall be deemed the "Finalization Date. "
(a) The Escrow Agent shall distribute to the Bank, from
the Escrow Fund, an amount sufficient to repay the Bank Loan in
full as of the Finalization Date, as such amount is set forth in
a written Notice signed by JAKKS and the Shareholders' Agent and
provided to the Escrow Agent pursuant to Section 10 below (either
by joint written Notice or by separate written Notices to the
same effect), with such amount being distributed to the Bank in
the manner set forth in such Notice.
(b) The Escrow Agent shall distribute an amount
sufficient to repay the Insider Debt in full as of the
Finalization Date to such Persons, in such manner and in such
amount(s) as are set forth in a written Notice from JAKKS and the
Shareholders' Agent to the Escrow Agent (either by joint written
Notice or by separate written Notices to the same effect).
(c) The Escrow Agent shall distribute the amounts
remaining in the Escrow Fund to the Paying Agent pursuant to the
Paying Agent Agreement, to be held and disbursed in accordance
therewith.
(d) The Escrow Agent will deliver all of the Stock
Documents (consisting of the Main Stock Documents and the U.S.
Bank Stock Documents) to JAKKS by recognized overnight courier at
JAKKS' address set forth in Section 10 below (with a copy of the
transmittal memo provided to Xxxxxx X. Xxxxx, Esq., as set forth
in Section 10).
(e) The Escrow Agent will deliver the Other Escrow
Documents to the Shareholders' Agent, by hand delivery, c/o
Honigman Xxxxxx Xxxxxxxx and Xxxx ("HMS&C"), 0000 Xxxxx Xxxxxxxx
Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000,
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Attention: Xxxx X. Xxxxxxxxx, and the Shareholders' Agent will
cause such Documents to be disbursed as required by the Purchase
Agreement.
3.3 Distribution upon Receipt of Non-Fulfillment Notice. As
promptly as practicable upon the Escrow Agent's receipt of the
Non-Fulfillment Notice and in any event within one business day after
receipt thereof, the Escrow Agent shall distribute and disburse the
Escrow Documents and the Escrow Fund in accordance with this Section
3.3. The date of such distribution and disbursement will be deemed the
"Early Return Date."
(a) The Escrow Agent will return all of the Main Stock
Documents to the Shareholders' Agent, who will return them to the
Shareholders, as appropriate.
(b) The Escrow Agent will return all of the U.S. Bank
Stock Documents to HMS&C, as escrow agent pursuant to Escrow
Agreement dated as of September 28, 1999, among Xxxxxxx X.
Xxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxx and HMS&C.
(c) The Escrow Agent will transfer all amounts in the
Escrow Fund to JAKKS by wire transfer of immediately available
funds to the account specified in writing to the Escrow Agent by
JAKKS.
(d) Unless otherwise instructed by JAKKS and the
Shareholders' Agent, the Escrow Agent will destroy all of the
Other Escrow Documents, all of which will be deemed rescinded ab
initio and of no force or effect whatsoever.
4. Effectiveness of Acquisition; Certain Adjustments; Ownership of the
Company's Shares.
4.1 Effectiveness of Acquisition. Notwithstanding anything to
the contrary in this Agreement, the Stock Purchase Agreement, any other
Acquisition Agreement or any of the Other Escrow Documents, if the HSR
Condition is fulfilled, then for all purposes, (a) the Closing will be
deemed to have taken place immediately prior to the start of business on
October 1, 1999 and the Closing Date will be deemed to be October 1,
1999, notwithstanding that the HSR Condition may not be fulfilled until
subsequent thereto, and (b) the closing of the Divestiture will be
deemed to have taken place, and the Divestiture Documents will be deemed
effective, immediately prior to the Closing. As a consequence of the
foregoing, Interim Net Income shall be deemed to be equal to zero.
4.2 Certain Adjustments. If a distribution of the Escrow Fund
is made pursuant to Section 3.2 above, then, the Deferred Closing
Purchase Price will be increased by an amount equal to the sum of (a)
the excess, if any, of (i) the amount payable pursuant to Section 3.2(a)
to repay the Bank Loan in full on the Finalization Date over (ii) the
amount of interest accruing in the Escrow Fund after the date hereof to
(but not including) the Finalization Date on the entire Bank Loan
Payment, and (b) the excess, if any, of (i) the amount payable pursuant
to Section 3.2(b) to repay the Insider Debt in
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full on the Finalization Date over (ii) the amount of interest accruing
in the Escrow Fund after the date hereof to (but not including) the
Finalization Date on the entire Insider Debt Payment.
4.3 Ownership of the Company's Shares. Notwithstanding
anything to the contrary in this Agreement, until the HSR Condition is
fulfilled, the Shareholders will continue to have record and beneficial
ownership of the Shares and will continue to be responsible, through the
Board of Directors elected by the Shareholders, for all management and
operations of the Company.
5. Escrow Agent Fee. The Escrow Agent shall be entitled to compensation for
its services hereunder as per EXHIBIT D, which is attached hereto and made a
part hereof, and for reimbursement of its out-of-pocket expenses including, but
not by way of limitation, the fees and costs of attorneys or agents which it may
find necessary to engage in performance of its duties hereunder, all to be paid
by the Shareholders and JAKKS (jointly and severally), and the Escrow Agent
shall have, and is hereby granted, a prior lien upon any property, cash, or
assets held hereunder, with respect to its unpaid fees and nonreimbursed
expenses, superior to the interests of any other persons or entities. Although
the obligations of the Shareholders and JAKKS to pay the fees and costs
contemplated by the preceding sentence (collectively, the "Escrow Agent Fees")
shall be joint and several in regard to the Paying Agent, as among the
Shareholders and JAKKS, 50% of the Escrow Agent Fees shall be the responsibility
of JAKKS and 50% of the Escrow Agent Fees shall be the responsibility of the
Shareholders. Responsibility for the portion of the Escrow Agent Fees that are
the responsibility of the Shareholders shall be determined as though such
portion of the Escrow Agent Fees were "Obligations" under the Contribution
Agreement dated as of September 22, 1999 among the Shareholders (the
"Contribution Agreement").
6. Nature of the Escrow Agent's Obligations.
6.1 Duties and Obligations of the Escrow Agent. The Escrow
Agent shall have no duties or obligations other than those specifically
set forth in or contemplated by this Escrow Agreement.
6.2 Failure to Perform. The Escrow Agent shall not be
responsible in any manner whatsoever for any failure or inability of the
Agent, any Shareholder or JAKKS to honor any provision of this Escrow
Agreement.
6.3 Reliance Upon the Agent and Documents. Except to the
extent otherwise notified in writing by an affected party, the Escrow
Agent may rely on, and shall be protected in acting upon, any
certificate, warrant, instrument, opinion, notice, letter, telecopy or
other document or security delivered to it and reasonably believed by it
to be genuine and to have been signed by the proper party or parties
and, without limiting the generality of the foregoing, upon the
authority of the Agent to act on behalf of all of the Shareholders.
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6.4 Errors or Omissions. The Escrow Agent shall not be liable
for any error of judgment, or for any act done or step taken or omitted
by it in good faith or for any mistake in fact or law, or for anything
which it may do or refrain from doing in connection with this Agreement,
except for its own gross negligence, willful misconduct or act of bad
faith.
6.5 Disputes. The Escrow Agent shall, in the event that any
dispute shall arise between the parties with respect to the disposition
or disbursement of any of the assets held hereunder, be permitted to
interplead all of the assets held hereunder into a court of competent
jurisdiction, and thereafter be fully relieved from any and all
liability or obligation with respect to such interpleaded assets. The
parties further agree to pursue any redress or recourse in connection
with such a dispute, without making the Escrow Agent a party to same.
6.6 Advice of Counsel. The Escrow Agent shall have the right,
but not the obligation, to consult with counsel of choice and shall not
be liable for action taken or omitted to be taken by the Escrow Agent in
accordance with the advice of such counsel.
6.7 Reliance on Documents. The Escrow Agent shall be entitled
to deem the signatories of any documents or instruments submitted to it
hereunder as being those purported to be authorized to sign such
documents or instruments on behalf of the parties hereto, and shall be
entitled to rely upon the genuineness of the signatures of such
signatories without inquiry and without requiring substantiating
evidence of any kind.
7. Indemnification. The Escrow Agent shall be, and hereby is, jointly and
severally indemnified and held harmless by the Shareholders and JAKKS from all
losses, costs and expenses (including reasonable attorneys' fees) which may be
incurred by the Escrow Agent as a result of or arising out of this Agreement,
including its involvement in any litigation arising from performance of its
duties under this Agreement, other than any of the foregoing resulting from any
bad faith or grossly negligent or wrongful action taken or omitted by the Escrow
Agent. Such indemnification shall survive termination of this Agreement until
extinguished by any applicable statute of limitations. Although the
indemnification obligation of the Shareholders and JAKKS under this Section 7
shall be joint and several in regard to the Escrow Agent, as among the
Shareholders and JAKKS, 50% of such indemnification obligations shall be the
responsibility of JAKKS and 50% of such indemnification obligations shall be the
responsibility of the Shareholders. Responsibility for the portion of any
amounts to be paid by the Shareholders under this Section 7 shall be determined
as though such amounts were "Obligations" under the Contribution Agreement.
8. Replacement of the Escrow Agent.
8.1 Resignation or Removal. The Escrow Agent may resign as
such after giving 30 days' prior written Notice to JAKKS and the
Shareholders' Agent. Similarly, the Escrow Agent may be removed and
replaced after the giving of 30 days' prior written Notice from JAKKS
and the Shareholders' Agent. In either event, the duties of the
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Escrow Agent shall terminate upon the later to occur of 30 days after
the date of such Notice or the appointment of a successor Escrow Agent;
and the Escrow Agent shall transfer the amounts in the Escrow Fund and
the Escrow Documents to the successor Escrow Agent appointed by JAKKS
and the Shareholders' Agent upon termination of the duties of the Escrow
Agent, as evidenced by a written Notice filed with the Escrow Agent by
JAKKS and the Shareholders' Agent.
8.2 Appointment of Successor. If JAKKS and the Shareholders'
Agent are unable to agree upon a successor Escrow Agent or JAKKS and the
Shareholders' Agent shall have failed to appoint a successor Escrow
Agent prior to the expiration of 30 days following the date of the
Notice of resignation or removal, the then acting Escrow Agent shall,
and JAKKS, the Shareholders' Agent or any Shareholder may, petition any
court of competent jurisdiction for the appointment of a success Escrow
Agent or other appropriate relief, and any such resulting appointment
shall be binding upon all of the parties to this Agreement.
8.3 Obligation Upon Resignation or Removal. Within 30 days of
the Escrow Agent's resignation or removal, as the case may be, the
Escrow Agent shall deliver to JAKKS and the Shareholders' Agent a final
report of the payments made and the transactions effected by the Escrow
Agent under this Agreement.
8.4 Relief from Obligations. Upon acknowledgment by any
successor Escrow Agent of the receipt of the Escrow Fund and the Escrow
Documents, (a) the former Escrow Agent shall be fully relieved of all
duties, responsibilities and obligations under this Agreement, except
with respect to actions previously taken or omitted by such Escrow
Agent, and (b) the successor Escrow Agent shall agree in writing to be
bound by all of the duties and obligations of the Escrow Agent under
this Agreement.
9. Termination. This Agreement shall terminate upon the earlier to occur of
(a) the Finalization Date and (b) the Early Return Date, except for any
ministerial actions to be taken by the Escrow Agent thereafter.
10. Notices. Unless written designation of a different address is received
by each of the other parties to this Agreement, all notices required to be given
under the Agreement shall be deemed to have been properly given if delivered
personally or mailed by registered or certified mail (return receipt requested),
or by recognized overnight courier, or by telecopier (with confirmation of
receipt thereof), to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
To the Escrow Agent: Bank One Trust Company, N.A.
000 Xxxxxxxx Xxxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxx X. Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
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To the Agent:
Xxxxxx X. Xxxxxxxxx
0000 X. Xxxxx Xxxx
Xxx Xxxxx, XX 00000
Fax: (000) 000-0000
With a copy to:
Xxxx X. Xxxxxxxx, Esq. Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx
2290 First National Building
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Fax: (000) 000-0000
and
Xxxxxx Xxxx, Esq. 000 Xxxxxxxx Xx.
Xxxxxx Xxxxx, Xxxxxxx 00000
Fax: 561) 000-0000
and
Xxx Share, Esq. Barris, Sott, Denn & Driker, PLLC
000 X. Xxxx #0000
Xxxxxxx, XX 00000-0000
Fax: (000) 000-0000
To JAKKS: JAKKS Pacific, Inc.
00000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attn: President
Fax: (000) 000-0000
with a copy to: Feder, Kaszovitz, Isaacson,
Weber, Xxxxx & Bass LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
11. Tax Matters.
11.1 Preparation and Filing of Tax Returns. Any tax returns
required to be
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prepared and filed in connection with this Agreement shall be prepared
and filed by JAKKS and/or the Shareholders with the Internal Revenue
Service and other relevant taxing authorities in all years income is
earned, whether or not income is received or distributed in any
particular tax year, and the Escrow Agent shall have no responsibility
for the preparation and/or filing of any tax return with respect to any
income earned by the Escrow Fund.
11.2 Payment of Taxes. Any taxes payable on income earned from
the investment of any sums held in the Escrow Fund shall be paid by
JAKKS and/or the Shareholders, as appropriate, whether or not the income
is distributed by the Escrow Agent during any particular year.
11.3 Form 1099. The Escrow Agent shall issue an IRS Form 1099
to the Shareholders' Agent, as nominee for the Shareholders, reporting
the payment of interest to the extent that any amount distributed by the
Escrow Agent pursuant to Section 3.2(c) represents interest on the
portion of the Escrow Payment described in Section 1.2(a) and shall
issue a Form 1099 to JAKKS for the balance of the interest earned on the
Escrow Fund. JAKKS and the Shareholders' Agent shall furnish the Escrow
Agent with a completed IRS Form W-9 upon the Closing.
12. Miscellaneous.
12.1 Governing Law and Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Michigan, without regard to principles of conflicts of laws, and each of
the parties consents to be subject to personal jurisdiction of the state
and federal courts in the State of Michigan.
12.2 Entire Agreement. This Agreement contains the entire
agreement of the parties, and supersedes any prior and contemporaneous
agreements, understandings and communications, oral and written, among
the parties, with respect to the subject matter hereof. This Agreement
may not be amended, modified, waived or terminated except by an
instrument in writing signed by an authorized representative of the
Escrow Agent, JAKKS and the Agent.
12.3 No Third Party Beneficiaries. Except as expressly stated
in this Agreement, no Person not a party to this Agreement shall have
any rights or duties hereunder except as specifically provided for in
this Agreement.
12.4 Severability. If any provision or clause of this Agreement
or the application thereof to any Person is held invalid or
unenforceable, such invalidity or unenforceability shall not affect
other provisions or applications of this Agreement, which shall be given
effect without the invalid or unenforceable provision or application,
and to this end the provisions of this Agreement are declared to be
severable.
12.5 Counterparts. This Agreement may be signed (including by
facsimile) in
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any number of counterparts with the same effect as if the signatures of
all parties were upon the same instrument, all of which counterparts
taken together shall constitute one and the same instrument.
12.6 Further Assurances. From and after the execution of this
Agreement, each party shall take such actions and do all things
necessary or appropriate to carry out the intent of the parties and to
accomplish the purposes of this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
SHAREHOLDERS' AGENT:
/s/ XXXXXX X. XXXXXXXXX
----------------------------------
Xxxxxx X. Xxxxxxxxx, as Agent
JAKKS:
JAKKS PACIFIC, INC.
By: /s/ XXXX X. XXXXXXX
------------------------------
Its: Chief Financial Officer
-------------------------
ESCROW AGENT:
BANK ONE TRUST COMPANY, NA
By: /s/ XXX X. XXXXXXX
------------------------------
Its: Authorized Officer
-------------------------
Exhibits
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Exhibit A -- Main Stock Documents
Exhibit B -- U.S. Bank Stock Documents
Exhibit C -- Other Escrow Documents
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EXHIBIT A
MAIN STOCK DOCUMENTS
3,216 shares of common stock in favor of Xxxxxxx Xxxxxx represented by the
following certificate number: 158
2,406 shares of common stock in favor of Xxxxx Xxxxxxxx represented by the
following certificate number: 26
206 shares of common stock in favor of Xxxxxx Xxxxxxx represented by the
following certificate number: 15
2,584 shares of common stock in favor of Xxxx Xxxxxxx, Trustee of the
Xxxxx-Xxxxxxx Irrevocable Trust dated December 17, 1997, represented by the
following certificate numbers: 150 and 152
6,752 shares of common stock in favor of Xxxxxx X. Xxxxxxxxx represented by the
following certificate numbers: 7, 11, 12, 18, 22, 25, 31, 33, 35, 37, 39, 41,
43, 45, 47, 49, 51, 53, 55, 57, 59, 61, 63, 65, 67, 69, 71, 73, 75, 77, 79, 81,
83, 85, 87, 89, 91, 93, 95, 97, 99, 101, 103, 105 and 107
6,753 shares of common stock in favor of Xxxxxxx X. Xxxxxx represented by the
following certificate numbers: . 6, 9, 10, 19, 23, 24, 30, 32, 34, 36, 38, 40,
42, 44, 46, 48, 50, 52, 54, 56, 58, 60, 62, 64, 66, 68, 70, 72, 74, 76, 78, 80,
82, 84, 86, 88, 90, 92, 94, 96, 98, 100, 102, 104 and 106
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EXHIBIT B
U.S. BANK STOCK DOCUMENTS
954 shares of common stock in favor of Xxxxxx X. Xxxxxxxxx represented by the
following certificate numbers: 109, 111, 113, 115, 117, 119, 121, 123, 125, 127,
129, 131, 133, 135, 137, 139, 141, 143, 145, 147 and 149
954 shares of common stock in favor of Xxxxxxx X. Xxxxxx represented by the
following certificate numbers: 108, 110, 112, 114, 116, 118, 120, 122, 124, 126,
128, 130, 132, 134, 136, 138, 140, 142, 144, 146 and 148
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EXHIBIT C
OTHER ESCROW DOCUMENTS
*Resolutions of Colorbok Board contributing Divested Assets, subject to Divested
Liabilities, to Colorbok LLC
*Assignment and Assumption Agreement and Xxxx of Sale
*Certificates of Title for Vehicles
*Assignments of Intellectual Property (Trade Rights)
*Employee Transfer Agreement
*Assignment of Membership Interest from Colorbok to existing Colorbok
Shareholders
*Partial Assignment of Membership Interests in LLC from LLC Members to Xxxxxxx
Xxxxxx
Employment Agreement of Xxxxxx
Stock Option Agreement of Xxxxxx with JAKKS
Employment Agreement of Pokempner
Stock Option Agreement of Pokempner with JAKKS
New Lease
Special Indemnity Agreement
Transition Services Agreement
Termination Agreement
Waiver
Documents to "Settle Up" 1996 Xxxxxx/Xxxxxxxxx Buy-Out of Xxxxxxxx
x Xxxxxxxx Note by Xxxxxx
x Xxxxxxxx Note by Pokempner
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Resignations of Taylor, Pokempner, Xxxxxxx and Xxxxxx
Certificate of Chief Executive Officer re: Financial Condition (Section 7.1(i))
Condition Fulfillment Certificate of Corporation and Shareholders (including
Schedule Updates) (Sections 8.2 (g) and 7.1(a), (d), (e) and (g))
Notice of Retained Divestee Contracts (Section 9.13)
Certificate of Secretary of Colorbok as to Bylaws
Condition Fulfillment Certificate of Chief Executive Officer of JAKKS (Sections
8.3(b) and 7.2 (a), (b) and (e))
Certified Resolutions of JAKKS
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