AGREEMENT AND PLAN OF AMALGAMATION Among MATTEL FOREIGN HOLDINGS, LTD., MATTEL ENTERPRISES, LTD., RADICA GAMES LIMITED and MATTEL, INC. (SOLELY WITH RESPECT TO SECTION 6.13) Dated as of July 25, 2006Agreement and Plan of Amalgamation • July 26th, 2006 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware
AGREEMENT AND PLAN OF AMALGAMATION (hereinafter called this “Agreement”), dated as of July 25, 2006, among Radica Games Limited, a Bermuda company (the “Company”), Mattel Foreign Holdings, Ltd., a Bermuda company (“Parent”), Mattel Enterprises, Ltd., a Bermuda company and a wholly-owned subsidiary of Parent (“Amalgamation Sub”), and solely with respect to Section 6.13, Mattel, Inc., a Delaware corporation (“Mattel”). Capitalized terms used herein have the meanings set forth in Annex A hereto.
VOTING AGREEMENTVoting Agreement • July 26th, 2006 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of July 25, 2006, by and among Mattel Foreign Holdings, Ltd., a Bermuda exempted company (“Parent”), and the persons listed on Schedule I hereto (each, together with any permitted assigns hereunder, a “Shareholder,” and, collectively, the “Shareholders”).
