EXHIBIT 1 STOCK PURCHASE AGREEMENT THIS 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 ("Toymax"), and the shareholders of...Stock Purchase Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT executed on March 11, 2002 by and between JAKKS Pacific, Inc., a Delaware corporation ("JAKKS" or the "Company") with its offices at 22619 Pacific Coast Highway, Malibu, CA 90265 and Carmine...Employment Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 15(A) LOAN AGREEMENT Dated as of October 12, 2001Loan Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
EXHIBIT 10 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT dated as of March 11, 2002 by and between JAKKS Pacific, Inc., a Delaware corporation ("JAKKS" or the "Company") with its offices at 22619 Pacific Coast Highway, Malibu, CA 90265 and 1515037...Consulting Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
TOYMAX INTERNATIONAL, INC. 125 EAST BETHPAGE ROAD NEW YORK, NY 11803Stock Purchase Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT executed on March 11, 2002 by and between JAKKS Pacific, Inc., a Delaware corporation ("JAKKS" or the "Company") with its offices at 22619 Pacific Coast Highway, Malibu, CA 90265 and Kenneth N....Employment Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated as of March 11, 2002 by and between JAKKS Pacific, Inc., a Delaware corporation ("JAKKS" or the "Company") with its offices at 22619 Pacific Coast Highway, Malibu, CA 90265 and Steven...Employment Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
GUARANTOR)Security Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
RECITALSPledge Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
EXHIBIT 9 TERMINATION OF EMPLOYMENT AGREEMENT Agreement dated March 11, 2002 entered into between and among HARVEY GOLDBERG, an individual ("Executive"), 1515037 ONTARIO LTD., a corporation organized under the law of Ontario, Canada with their...Termination of Employment Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
SECURITY AGREEMENT (BORROWERS)Security Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
GUARANTYGuaranty • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
EXHIBIT 6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of March 11, 2002 by and among JAKKS Pacific, Inc., a Delaware corporation ("JAKKS "), and those Persons identified on Schedule I hereto (each, a "Shareholder"). W I T...Registration Rights Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 4 TERMINATION AND REPLACEMENT OF MANUFACTURING AGREEMENT Agreement dated March 11, 2002 entered into between and among JAUNTIWAY INVESTMENTS LIMITED, a Hong Kong private limited company with its offices at Units D-F, 26th Floor, CDW Building,...Termination and Replacement of Manufacturing Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT executed on March 11, 2002 by and between JAKKS Pacific, Inc., a Delaware corporation ("JAKKS" or the "Company") with its offices at 22619 Pacific Coast Highway, Malibu, CA 90265 and Michael...Employment Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
RECITALSLoan Agreement and Consent and Waiver • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
RECITALSTrademark Security Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
RECITALSPatent Security Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
EXHIBIT 15(G) LOCK BOX AGREEMENT THIS LOCK BOX AGREEMENT ("Agreement"), dated as of October 12, 2001, by and among JAKKS PACIFIC, INC., a Delaware corporation ("JAKKS"), FLYING COLORS TOYS, INC., a Michigan corporation ("Flying Colors"), ROAD CHAMPS,...Lock Box Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
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,...Termination of Agency Agreements and Stock Options • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
OFAgreement of Merger • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
DAN ALMAGOR CHAIRMAN AND EXECUTIVE PARTNER PERSONAL AND CONFIDENTIAL December 14, 2001 Mr. David Ki Kwan Chu Chairman of the Board Toymax International, Inc. 125 East Bethpage Road Plainview, New York 11803 Dear David: This Agreement confirms that ACG...Jakks Pacific Inc • March 20th, 2002 • Games, toys & children's vehicles (no dolls & bicycles) • New York
