AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 1st, 2013 • American Greetings Corp • Greeting cards • Ohio
Agreement and Plan of Merger, dated March 29, 2013 (this “Agreement”), among Century Intermediate Holding Company, a Delaware corporation (“Parent”), Century Merger Company, an Ohio corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and American Greetings Corporation, an Ohio corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • April 1st, 2013 • American Greetings Corp • Greeting cards • Ohio
Rollover and Contribution Agreement (this “Agreement”), dated March 29, 2013, among Three-Twenty-Three Family Holdings, LLC, a Delaware limited liability company (“Family LLC”), Century Intermediate Holding Company, a Delaware corporation and wholly owned Subsidiary of Family LLC (“Parent”), and the shareholders (“Family Shareholders” and, together with Family LLC and Parent, the “Parties”) of American Greetings Corporation, an Ohio corporation (the “Company”), listed on Annex A.
SERIES A PREFERRED STOCK PURCHASE AGREEMENT between CENTURY INTERMEDIATE HOLDING COMPANY and KOCH AG INVESTMENT, LLC Dated as of March 29, 2013Stockholders Agreement • April 1st, 2013 • American Greetings Corp • Greeting cards • Ohio
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 29, 2013, is made by and between CENTURY INTERMEDIATE HOLDING COMPANY, a Delaware corporation (the “Company”), and KOCH AG INVESTMENT, LLC, a Delaware limited liability company (“Purchaser” and, together with the Company, the “Parties”), and, solely for purposes of Section 12.9 hereof, Zev Weiss, Morry Weiss and Jeffrey Weiss (collectively, the “Officer Shareholders”) and KOCH INDUSTRIES, INC., a Kansas corporation (the “Purchaser Guarantor”).
GUARANTY AND VOTING AGREEMENTGuaranty and Voting Agreement • April 1st, 2013 • American Greetings Corp • Greeting cards • Ohio
This Guaranty and Voting Agreement, dated as of March 29, 2013 (this “Agreement”), is made by and among each of the shareholders listed on Annex A hereto (each a “Guarantor” and collectively, the “Guarantors”) and, solely with respect to Sections 4 through 8 and 10 through 18, each of the shareholders listed on Annex B hereto (each a “Family Shareholder” and collectively, the “Family Shareholders”) (provided that the foregoing limitation of the rights and obligations of the Family Shareholders to Sections 4 through 8 and 10 through 18 of this Agreement will not apply to those Family Shareholders who are also Guarantors), and American Greetings Corporation, an Ohio corporation (the “Guaranteed Party”).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • April 1st, 2013 • American Greetings Corp • Greeting cards
This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which together shall be deemed to constitute one and the same Agreement.
