EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of June
10, 2004 by and among JAKKS Pacific, Inc., a Delaware corporation ("JAKKS"), and
those Persons identified on Schedule I hereto (each, a "Stockholder").
W I T N E S S E T H :
WHEREAS, JPI/V Acquisition Corp. (the "Company") and JP-PA (HK) Limited
("JAKKS HK") are acquiring substantially all of the assets of Play Along, Inc.
("Play Along"), PA Distribution, Inc. ("PA Distribution") and Play Along (Hong
Kong) Limited ("PA Hong Kong" and, together with Play Along and PA Distribution,
the "Play Along Companies"), pursuant to an asset purchase and sale agreement,
dated as of June 10, 2004, by and among JAKKS Pacific, Inc. ("JAKKS"), the
Company, JAKKS HK, Play Along, PA Distribution, PA Hong Kong and each of the
Stockholders (the "Purchase Agreement") in exchange for consideration consisting
of cash and shares of JAKKS common stock, par value $0.001 per share ("JAKKS
Common Stock");
WHEREAS, each of the Play Along Companies intend to promptly distribute
to the Stockholders in accordance with their respective equity interests the
consideration received from the transactions contemplated by the Purchase
Agreement, including the shares of JAKKS Common Stock;
WHEREAS, the Stockholders desire to provide for the possible sale of
their shares of JAKKS Common Stock subject hereto in the public market after the
above-described distribution and have required, as a condition precedent to the
Closing of the transactions contemplated by the Purchase Agreement, that JAKKS
commit to register such shares under the applicable securities laws;
WHEREAS, JAKKS has agreed to enter into this Agreement with the
Stockholders, subject to the Closing of the transactions contemplated by the
Purchase Agreement; and
WHEREAS, it is intended by JAKKS and the Stockholders that this
Agreement shall become effective immediately upon the issuance of JAKKS Common
Stock pursuant to the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Certain Definitions.
In addition to other capitalized terms defined elsewhere herein, the
following capitalized terms shall have the following meanings:
(a) "Agreement" means this Registration Rights Agreement, as
amended or supplemented.
EX-4.1-1
(b) "Blue Sky Filing" means any registration statement,
notification or other Notice required to be filed, given or made pursuant to any
Blue Sky Law in connection with any offering of the Registrable Securities.
(c) "Blue Sky Laws" means the laws of any state, the District of
Columbia, or any territory or other jurisdiction in the United States governing
the purchase and/or sale of securities in such jurisdiction.
(d) "Commission" means the U.S. Securities and Exchange
Commission.
(e) "Exchange Act" means the U.S. Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.
(f) "JAKKS Securities Claims" has the meaning provided for in
Section 4(b) below.
(g) "Notice" means any notice given to, or any declaration,
filing, registration or recordation made, with any Person.
(h) "Order" means any judgment, order, writ, decree, award,
directive, ruling or decision of any Governmental Entity.
(i) "Person" means any natural person, corporation, joint stock
company, limited liability company, partnership, joint venture, association,
trust, Government Entity, or any group of the foregoing acting in concert.
(j) "Proceeding" means any action, suit, arbitration, audit,
investigation or other proceeding, at law or in equity, before or by any
Government Entity.
(k) "Register," "registered," "registration" and "registration
statement" shall refer to a registration of securities to be offered and sold
under a registration statement filed with the Commission pursuant to the
Securities Act.
(l) "Registrable Securities" means the shares of JAKKS Common
Stock issued and delivered to the Play Along Companies in connection with the
Closing of the transactions contemplated by the Purchase Agreement and
subsequently distributed to the Stockholders, as set forth on Schedule I hereto
(or any securities into which such shares are convertible or for which such
shares are exchangeable pursuant to any capital reorganization or
reclassification of JAKKS).
(m) "Securities Act" means the U.S. Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
(n) "Stockholders' Securities Claims" has the meaning provided
for in Section 4(a) below.
Capitalized terms used, but not otherwise defined, herein shall have the
respective meanings assigned to them in the Purchase Agreement.
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2. Registration Rights.
(a) Registration Statement. JAKKS shall prepare and file with the
Commission, within ninety (90) days after the later of (i) the Closing Date and
(ii) the distribution of the Registrable Securities by the Play Along Companies
to the Stockholders, a Registration Statement on Form S-3 covering the
Registrable Securities and shall use commercially reasonable efforts to cause
such registration statement to be declared effective by the Commission within
one hundred fifty (150) days after the Effective Date, or as soon as practicable
thereafter, so as to permit, when such registration statement becomes effective,
the sale of the Registrable Securities in conformity with Section 5 of the
Securities Act. JAKKS, in its sole discretion, may include in the registration
statement covering the Registrable Securities any issued or authorized but
unissued securities of JAKKS for sale by JAKKS or its other security holders.
JAKKS, however, shall not be obligated to file such registration statement or
effect any registration of the Registrable Securities pursuant to this Section 2
if JAKKS shall furnish to the Stockholders a certificate signed by the President
of JAKKS stating that, in the good faith judgment of JAKKS' board of directors,
it would be materially adverse to JAKKS and its stockholders for such
registration statement to be filed or such registration to be effected at that
time, in which event JAKKS shall have the right to defer the filing of the
registration statement for a period of not more than ninety (90) days. Until the
requirements of this paragraph (a) have been satisfied by JAKKS, JAKKS agrees to
maintain its eligibility to file a Registration Statement on form S-3 covering
the Registrable Securities, provided that the rules governing the eligibility to
use Form S-3 are not changed in any material respect from those in effect as of
the date hereof.
(b) Preparation, Filing and Maintenance of Registration
Statement. With respect to the registration statement to be prepared by JAKKS
under this Agreement, JAKKS shall, at its sole expense, as expeditiously as
reasonably practicable:
(i) prepare and file with the Commission a registration
statement necessary to permit the sale of the Registrable Securities in the
public securities markets upon the effectiveness of such registration statement,
and such amendments and supplements to such registration statement and the
prospectus included therein as may be necessary, to the extent reasonably
practicable, to cause such registration statement to be declared effective by
the Commission
(ii) maintain the effectiveness of such registration
statement for so long as may be reasonably necessary or advisable to enable the
Stockholders to consummate the disposition of the Registrable Securities;
provided, that, JAKKS shall not be required to keep such registration in effect
at any time after the earlier to occur of (a) the disposition of the Registrable
Securities in accordance with the manner of disposition set forth in the
registration statement relating thereto, or (b) twelve months after the date
such registration statement becomes effective;
(iii) furnish to each Stockholder such number of conformed
copies of such registration statement and of each amendment or supplement
thereto (in each case excluding all exhibits and documents incorporated by
reference therein) and such number of
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copies of any prospectus included in such registration statement as such
Stockholder may reasonably request in order to facilitate the sale of the
Registrable Securities in the public securities markets;
(iv) register or qualify the Registrable Securities under
the Blue Sky Laws of each state governing the purchase or sale of securities as
each Stockholder may reasonably request, keep such registration or qualification
in effect for so long as such registration statement remains in effect and take
any other action that may be reasonably necessary or advisable to enable the
Stockholders to consummate the disposition in such states of the Registrable
Securities; provided that JAKKS shall not be required to keep such registration
or qualification in effect at any time after the earlier to occur of (a) the
disposition of the Registrable Securities in accordance with the manner of
disposition set forth in the registration statement relating thereto, or (b)
twelve months after the date such registration statement becomes effective; and
provided further that JAKKS shall not be required (A) to qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify, (B) subject itself to taxation in any such jurisdiction, or (C) consent
to general service of process in any such jurisdiction;
(v) notify each Stockholder promptly when the registration
statement or any amendment thereto has been filed and when it has become
effective; and
(vi) cause all of the Registrable Securities covered by
the registration statement to be listed on each securities exchange, or
designated for inclusion in each automated interdealer quotation system, on
which the JAKKS Common Stock is then listed or included.
(c) Limitations on Registrations. In addition to its rights under
Section 2(a) above, JAKKS may delay the filing, or the making of a request for
the acceleration of effectiveness, of a registration statement pursuant to this
Section 2 or withdraw or suspend the effectiveness of a registration statement
covering the Registrable Securities that has become effective if, in the good
faith judgment of JAKKS' board of directors, JAKKS would be required to include
in such registration statement or the prospectus included therein (or in an
amendment or supplement thereto) material information that at that time could
not be publicly disclosed without interfering with any financing, acquisition,
corporate reorganization or other material development or transaction then
pending or as to which JAKKS has taken substantive steps to structure or
negotiate. JAKKS shall promptly make such filing or amendment as is reasonably
necessary to complete, restore or reinstate such registration statement (or the
effectiveness thereof) when the conditions leading to such delay, suspension or
withdrawal no longer apply.
(d) Stockholders' Obligations. It is a condition precedent to
JAKKS' obligation to register any Registrable Securities pursuant hereto that
(a) the Stockholders cooperate with JAKKS in the preparation of the Registration
Statement (or any amendment thereto), including providing any information with
respect to the Stockholders required to be included therein, and (b) in the case
of an underwritten public offering, the terms and conditions of the underwriting
agreement or any related agreement applicable to or affecting JAKKS shall be
reasonably acceptable to JAKKS.
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3. Preparation; Reasonable Investigation. In connection with the
preparation and filing of the registration statement and any amendments thereto
and any Blue Sky Filing, JAKKS shall give each Stockholder and its counsel,
accountant and other advisors the opportunity to review, in each case, a
reasonable time prior to its filing, the registration statement, each prospectus
included therein or filed with the Commission, each document incorporated by
reference therein and each amendment thereof or supplement thereto and any
related Blue Sky Filing in order to verify the accuracy of any factual
information concerning the Stockholders. JAKKS shall pay for all registration
and filing fees, printing expenses and fees and disbursements of JAKKS' counsel
and JAKKS' accountants in connection with the preparation, review and filing of
the registration statement or any related Blue Sky Filing pursuant to this
Agreement; provided, however, that the Stockholders shall pay underwriting
discounts and commissions applicable to the sale of the Registrable Securities
and any advisory or professional fees incurred on their own behalf.
4. Indemnification.
(a) Stockholders' Indemnity. Each Stockholder, jointly and
severally, shall indemnify and defend JAKKS and each stockholder, director,
officer, employee and agent of JAKKS against, and hold each of them harmless
from, any loss, liability, obligation, damage or expense (including reasonable
attorneys' fees and disbursements) which any of them may suffer or incur
incidental to any claim or any Proceeding against any of them arising out of,
based upon or resulting from an untrue statement or alleged untrue statement of
a material fact contained in, or omission or alleged omission of a material fact
from, the registration statement, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, or any document
incidental to the registration or qualification of the Registrable Securities
that is required to be stated therein or necessary to make the statements
therein not misleading or, with respect to any prospectus, necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, which statement or omission is made in reliance upon and in
conformity with written information furnished to JAKKS by the Stockholders for
use in the preparation thereof, or any violation by any Stockholder or its
Affiliates of the Securities Act or Blue Sky Laws applicable to them and
relating to action or inaction required of such Stockholder or its Affiliates in
connection with such registration or qualification under such Blue Sky Laws
("Stockholders' Securities Claims").
(b) JAKKS' Indemnity. JAKKS shall indemnify and defend
each Stockholder and hold each of them harmless from, any loss, liability,
obligation, damage or expense (including reasonable attorneys' fees and
disbursements) which any of them may suffer or incur incidental to any claim or
any Proceeding against any of them arising out of, based upon or resulting from
an untrue statement or alleged untrue statement of a material fact contained in,
or omission or alleged omission of a material fact from, the registration
statement, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereto, or any document prepared and/or furnished
by JAKKS incidental to the registration or qualification of the Registrable
Securities that is required to be stated therein or necessary to make the
statements therein not misleading or, with respect to any prospectus, necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, or any violation by JAKKS or its Affiliates of the
Securities Act or Blue Sky Laws applicable to them and relating to action or
inaction required of JAKKS or its Affiliates in connection with
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such registration or qualification under such Blue Sky Laws ("JAKKS' Securities
Claims"); provided, however, that JAKKS shall not be liable in any such case to
the extent that such Securities Claims arise out of or are based upon (A) an
untrue statement or alleged untrue statement of a material fact contained in, or
omission or alleged omission of a material fact from, the registration
statement, such preliminary prospectus or such prospectus or such amendment or
supplement or any document incident to the registration or qualification of the
Registrable Securities made in reliance upon and in conformity with written
information furnished to it by the Stockholders or any other holder of such
Registrable Securities or their respective agents for use in the preparation
thereof or (B) the Stockholders' or any other holder of such Registrable
Securities or their respective agents' failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after JAKKS has furnished the Stockholders with a sufficient number of copies of
the same.
(c) Claims Procedure. Promptly after Notice to an indemnified
party of any claim or the commencement of any Proceeding by a third party
involving any loss, liability, obligation, damage or expense referred to in
Section 4(a) or 4(b), such indemnified party shall, if a claim for
indemnification in respect thereof is to be made against an indemnifying party,
give written Notice to the latter of the commencement of such claim or
Proceeding, setting forth in reasonable detail the nature thereof and the basis
upon which such party seeks indemnification hereunder; provided that the failure
of any indemnified party to give such Notice shall not relieve the indemnifying
party of its obligations under such Section, except to the extent that the
indemnifying party is actually prejudiced by the failure to give such Notice. In
case any such Proceeding is brought against an indemnified party, and provided
that proper Notice is duly given, the indemnifying party shall assume and
control the defense thereof insofar as such Proceeding involves any loss,
liability, obligation, damage or expense in respect of which indemnification may
be sought hereunder, with counsel selected by the indemnifying party (and
reasonably satisfactory to such indemnified party), and, after Notice from the
indemnifying party to such indemnified party of its assumption of the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the indemnified party
in connection with the defense thereof (but the indemnified party shall have the
right, but not the obligation, to participate at its own cost and expense in
such defense by counsel of its own choice) or for any amounts paid or foregone
by the indemnified party as a result of the settlement or compromise thereof
(without the written consent of the indemnifying party), except that, if both
the indemnifying party and the indemnified party are named as parties or subject
to such Proceeding and either such party reasonably determines with advice of
counsel that a material conflict of interest between such parties may exist in
respect of such Proceeding, the indemnifying party may decline to assume the
defense on behalf of the indemnified party or the indemnified party may retain
the defense on its own behalf, and, in either such case, after Notice to such
effect is duly given hereunder to the other party, the indemnifying party shall
be relieved of its obligation to assume the defense on behalf of the indemnified
party, but shall be required to pay any reasonable legal or other expenses,
including without limitation reasonable attorneys' fees and disbursements
incurred by the indemnified party in such defense; provided, however, that the
indemnifying party shall not be liable for such expenses on account of more than
one separate firm of attorneys (and, if necessary, local counsel) at any time
representing such indemnified party in connection with any Proceeding or
separate Proceedings in the same jurisdiction arising out of or based upon
substantially the same allegations or circumstances. If the indemnifying party
shall assume the defense of any such Proceeding, the indemnified party
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shall cooperate fully with the indemnifying party and shall appear and give
testimony, produce documents and other tangible evidence, allow the indemnifying
party access to the books and records of the indemnified party and otherwise
assist the indemnifying party in conducting such defense. No indemnifying party
shall, without the consent of the indemnified party, which consent shall not be
unreasonably withheld, consent to entry of any judgment or enter into any
settlement or compromise in respect of any claim or Proceeding which (i) does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
of such claim or Proceeding and (ii) involves solely monetary damages (and not
injunctive or other equitable relief or any admission of guilt or fault).
Provided that proper Notice is duly given, if the indemnifying party shall fail
promptly and diligently to assume the defense thereof, if and in the manner
required hereunder, the indemnified party may respond to, contest and defend
against such Proceeding (but the indemnifying party shall have the right to
participate at its own cost and expense in such defense by counsel of its own
choice) and may make in good faith any compromise or settlement with respect
thereto, and recover the entire cost and expense thereof, including without
limitation reasonable attorneys' fees and disbursements and all amounts paid or
foregone as a result of such Proceeding, or the settlement or compromise
thereof, from the indemnifying party. Any indemnification required to be made
hereunder shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills or invoices are
received or loss, liability, obligation, damage or expense is actually suffered
or incurred.
(d) Limitations.
(i) Any other provision hereof notwithstanding, no
indemnified party shall be entitled to any indemnification under this Agreement
to the extent that it actually receives or is entitled to receive any amount in
respect of any loss, liability, obligation, damage or expense from other
sources, including without limitation insurance or third-party indemnity;
provided that such indemnified party shall not be required to commence any
Proceeding to collect any such amount.
(ii) The indemnification obligations under this Agreement
are independent of any other indemnification obligations that any of the parties
hereto may have to one another under any other agreement between or among them.
5. Covenants of the Stockholders.
(a) Each Stockholder agrees, and shall cause any permitted
assignee to agree, that during the twelve (12) month period following the
Closing Date, he (and any permitted assignee(s)) shall be permitted to sell: (i)
no more than twenty five percent (25%) of his Registrable Securities during the
first 90 days following the Closing Date; (ii) no more than fifty percent (50%)
of his Registrable Securities during the next 90 days (days 91-180) following
the Closing Date; (iii) no more than seventy five percent (75%) of his
Registrable Securities during the next 90 days (days 181-270) following the
Closing Date; and (iv) all or any lesser percentage of his Registrable
Securities during the next 90 days (days 271-360) following the Closing Date.
Notwithstanding the foregoing, the restrictions set forth in this Section 5(a)
shall not apply in any 90-day period in which the closing sale price of the
JAKKS Common Stock, as reported on the Nasdaq National Market, has exceeded
$25.00 for five (5) consecutive trading days.
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(b) Each Stockholder agrees, and shall cause any permitted
assignee to agree, that, at the request of the underwriters managing a
registered public offering, such Stockholder shall not offer, sell, contract to
sell or otherwise dispose of any JAKKS Common Stock, or any securities
convertible into or exchangeable or exercisable for JAKKS Common Stock, during
the 15-day period prior to, and the 90-day period beginning on, the effective
date of the underwritten registration; provided, that, any Registrable
Securities then owned by each Stockholder (and any permitted assignee(s)) are
included in that underwritten public offering, without any right of cut-back on
the part of the managing underwriters. In order to ensure compliance with the
provisions of this Section 5(b), JAKKS agrees to notify each Stockholder as to
the status and proposed effective date of any registration statement of JAKKS
that is filed with the Commission.
6. Miscellaneous.
(a) Limitation of Authority. Except as expressly provided herein,
no provision hereof shall be deemed to create any partnership, joint venture or
joint enterprise or association among the parties hereto, or to authorize or to
empower any party hereto to act on behalf of, obligate or bind any other party
hereto.
(b) Fees and Expenses. Except as otherwise provided herein, each
party hereto shall bear such fees and expenses as may be incurred by it in
connection with this Agreement.
(c) Notices. All notices which are required by or may be given
pursuant to the terms of this Agreement must be in writing and must be delivered
personally, sent by certified mail, return receipt requested, postage prepaid,
facsimile (with written confirmation of transmission) provided, that, notice is
also sent via first class, postage prepaid, mail, or sent for next-day delivery
by a nationally recognized overnight delivery service as follows:
to JAKKS:
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Feder, Kaszovitz, Isaacson, Weber, ▇▇▇▇▇, Bass & Rhine LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
to any Stockholder at his address on Schedule I
with a copy to:
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▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Any of the addresses set forth above may be changed from time to time by written
notice from the party requesting the change.
Such notices and other communications will be treated for all purposes of this
Agreement as being effective immediately if delivered personally or by facsimile
(with written confirmation of transmission) or five days after mailing by
certified mail, return receipt requested, first class postage prepaid, or one
day after deposit for next business day delivery by a nationally recognized
overnight delivery service.
(d) Amendment. Except as otherwise expressly provided herein, no
amendment of this Agreement shall be valid or effective, unless in writing and
signed by or on behalf of the parties hereto.
(e) Waiver. No course of dealing or omission or delay on the part
of any party hereto in asserting or exercising any right hereunder shall
constitute or operate as a waiver of any such right. No waiver of any provision
hereof shall be effective, unless in writing and signed by or on behalf of the
party to be charged therewith. No waiver shall be deemed a continuing waiver or
waiver in respect of any other or subsequent breach or default, unless expressly
so stated in writing.
(f) Governing Law. This Agreement shall be governed by, and
interpreted and enforced in accordance with, the laws of the State of New York
without regard to principles of choice of law or conflict of laws.
(g) Remedies. In the event of any actual or prospective breach or
default by any party hereto, any other party hereto shall be entitled to
equitable relief from any court of competent jurisdiction, including remedies in
the nature of rescission, injunction and specific performance. All remedies
hereunder are cumulative and not exclusive, and nothing herein shall be deemed
to prohibit or limit any party from pursuing any other remedy or relief
available at law or in equity for such actual or prospective breach or default,
including the recovery of damages; provided, however, that the indemnification
provisions of Section 4 shall be the sole and exclusive remedy, as among the
parties hereto, with respect to any claim for monetary damages under this
Agreement.
(h) Severability. The provisions hereof are severable and in the
event that any provision of this Agreement shall be determined to be invalid or
unenforceable in any respect by a court of competent jurisdiction, the remaining
provisions hereof shall not be affected, but shall, subject to the discretion of
such court, remain in full force and effect, and any invalid or unenforceable
provision shall be deemed, without further action on the part of the parties
hereto, amended and limited to the extent necessary to render the same valid and
enforceable.
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(i) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and which together shall constitute
one and the same agreement.
(j) Further Assurances. Each party hereto agrees to cooperate
fully with the other parties in connection with preparing and filing any Notices
or documents in connection with any registration hereunder. Each party hereto
shall promptly execute, deliver, file or record such agreements, instruments,
certificates and other documents and perform such other and further acts as any
other party hereto may reasonably request or as may otherwise be reasonably
necessary or proper, to effect any such registration.
(k) Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement is not intended, and shall not be deemed, to
create or confer any right or interest for the benefit of any Person not a party
hereto.
(l) Assignment. Except for personal estate planning purposes on
the part of any Stockholder (which planning JAKKS shall be notified of), this
Agreement, and each right, interest and obligation hereunder, may not be
assigned by any party hereto without the prior written consent of the other
parties hereto, and any purported assignment without such consent shall be void
and without effect.
(m) Titles and Captions. The titles and captions of the Articles
and Sections of this Agreement are for convenience of reference only and do not
in any way define or interpret the intent of the parties or modify or otherwise
affect any of the provisions hereof.
(n) Grammatical Conventions. Whenever the context so requires,
each pronoun or verb used herein shall be construed in the singular or the
plural sense and each capitalized term defined herein and each pronoun used
herein shall be construed in the masculine, feminine or neuter sense.
(o) References. The terms "herein," "hereto," "hereof," and
"hereunder," and other terms of similar import, refer to this Agreement as a
whole, and not to any Section or other part hereof.
(p) No Presumptions. Each party hereto acknowledges that it has
participated, with the advice of counsel, in the preparation of this Agreement.
No party hereto is entitled to any presumption with respect to the
interpretation of any provision hereof or the resolution of any alleged
ambiguity herein based on any claim that any other party hereto drafted or
controlled the drafting of this Agreement.
(q) Exhibits and Schedules. The Exhibits and Schedules hereto are
an integral part of this Agreement and are incorporated in their entirety herein
by this reference.
(r) Entire Agreement. This Agreement embodies the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements, commitments or
arrangements, whether oral or written, relating thereto.
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IN WITNESS WHEREOF, JAKKS, by its duly authorized officers, and the
Stockholders have duly executed this Agreement as of the date first above
written.
JAKKS PACIFIC, INC.
By:
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
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SCHEDULE I
STOCKHOLDERS
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NUMBER
NAME OF SHARES
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