0001193125-13-391387 Sample Contracts

STOCKHOLDERS AGREEMENT by and among PC TOPCO HOLDINGS, INC., THL PC TOPCO, L.P. ADVENT-PARTY CITY ACQUISITION LIMITED PARTNERSHIP, AMERICAN GREETINGS CORPORATION and THE OTHER STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of July 27, 2012
Stockholders Agreement • October 4th, 2013 • iParty Retail Stores Corp. • Retail-miscellaneous retail • New York

This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of July 27, 2012 by and among PC Topco Holdings Inc., a Delaware corporation (the “Company”), THL PC Topco, L.P. (the “THL Party”, which term includes any Affiliates of the foregoing which own Stock from time to time), Advent-Party City Acquisition Limited Partnership, a Delaware limited partnership (the “Advent Party”, which term includes any Affiliates of the foregoing which own Stock from time to time), American Greetings Corporation, an Ohio corporation (the “American Greetings Party” which term includes any Affiliates of the foregoing which own Stock from time to time) and the Persons listed as Management Holders on the signature pages hereto.

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