PURCHASE AND SALE AGREEMENT Dated as of April 17, 2009 by and among SCHURMAN FINE PAPERS, 644064 N.B. INC., CARLTON CARDS RETAIL, INC., CARLTON CARDS LIMITED, AGC, LLC, and AMERICAN GREETINGS CORPORATIONPurchase and Sale Agreement • July 8th, 2009 • American Greetings Corp • Greeting cards • Ohio
This PURCHASE AND SALE AGREEMENT, dated as of April 17, 2009 (this “Agreement”), by and among Schurman Fine Papers, a California corporation (“Bear U.S.”), 644064 N.B. INC., a New Brunswick corporation (“Bear Canada” and, together with Bear U.S., the “Bear Group”), Carlton Cards Retail, Inc., a Connecticut corporation (“Buckeye U.S.”), Carlton Cards Limited, an organization governed by the federal laws of Canada (“Buckeye Canada”), AGC, LLC, a Delaware limited liability company (“Buckeye IP Buyer” and, together with Buckeye U.S. and Buckeye Canada, the “Buckeye Group”), and American Greetings Corporation, an Ohio corporation (“AG”).
ON THE LETTERHEAD OF AMERICAN GREETINGS CORPORATION]Binding Term Sheet • July 8th, 2009 • American Greetings Corp • Greeting cards
MOONSCOOP and AG are entering into this binding term sheet (the “Binding Term Sheet”) setting forth the terms of the acquisition by MOONSCOOP of the Strawberry Shortcake (“SSC”) and Care Bears (“CB”) properties owned by AG and its affiliates (it being understood that the only non-owned rights in SSC and CB consist of six half-hour episodes of SSC and two full length movies of CB), as well as all rights in those properties held by Cookie Jar Entertainment Inc. and all of its affiliates (“COOKIE JAR”) (collectively, the “Properties”). “Properties” includes but is not limited to all copyrights and trademarks related to the Properties owned by AG, COOKIE JAR and their respective affiliates, as well as derivatives, imitations, adaptations, reproductions and entertainment exploitations owned by AG, COOKIE JAR and their respective affiliates (including without limitation, digital, DVDs, theatrical releases, music, scores, television programming, and any other programming, including masters),
