SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 18th, 2006 • De Shaw Laminar Portfolios LLC • Dolls & stuffed toys • New York
SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of August 9, 2006 by and among The Russell Berrie Foundation, a New Jersey Nonprofit Corporation (the “Seller”), and D. E. Shaw Laminar Portfolios, L.L.C. (the “Investor”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 18th, 2006 • De Shaw Laminar Portfolios LLC • Dolls & stuffed toys • New York
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2006, by and among Russ Berrie and Company, Inc., a New Jersey corporation, with headquarters located at 111 Bauer Drive, Oakland, New Jersey 07436 (the “Company”), and the undersigned Buyers (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • August 18th, 2006 • De Shaw Laminar Portfolios LLC • Dolls & stuffed toys
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, stated value $0.10 per share, of Russ Berrie and Company, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
