EXHIBIT 10.34
SHARE TRANSFER AGREEMENT
AGREEMENT dated as of December 30, 2001 between JAKKS Pacific, Inc., a Delaware
corporation ("JAKKS Pacific"), with its principal offices at 22619 Pacific Coast
Highway, Suite 250, Malibu, ca 90265 and JAKKS Pacific (HK) Limited, a Hong Kong
corporation ("JAKKS HK"), with its principal offices at 7th Floor, Manulife
Tower, 169 Electric Road, Hong Kong.
WHEREAS, JAKKS Pacific is the beneficial owner of all of the issued and
outstanding shares of JAKKS HK (one share being held by Jack Friedman as
nominee); and
WHEREAS, JAKKS Pacific is the beneficial owner of all of the issued and
outstanding shares of Kidz Biz Limited, a private limited company organized
under the laws of England and Wales ("Kidz Biz UK") and Kidz Biz Far East
Limited, a Hong Kong private limited company ("Far East"); one share of Far East
being held by Jack Friedman as nominee. Kidz Biz UK and Far East are sometimes
collectively referred to as the "Kidz Biz Companies ", and JAKKS Pacific and
JAKKS HK are sometimes collectively referred to as the "Parties."
WHEREAS, JAKKS Pacific wishes to sell and JAKKS HK wishes to acquire all of the
shares of the Kidz Biz Companies owned by JAKKS Pacific.
NOW, THEREFORE, it is hereby agreed as follows:
1. Certain Definitions.
1.1 "Acquisition" means the purchase of the Kidz Biz Shares pursuant to
this Agreement.
1.2 "Effective Date" means December 30, 2001.
1.3 "Far East Shares" means the shares of HK $1.00 each of Far East.
1.4 "Kidz Biz Shares" means the Ordinary Shares and the Far East Shares.
1.5 "Ordinary Shares" means the ordinary shares of Pound Sterling1 each of
Kidz Biz UK.
2. Purchase of the Kidz Biz Shares.
2.1 Transfer of Shares. JAKKS Pacific hereby sells and JAKKS HK hereby
buys the Ordinary Shares and the Far East Shares owned of record or beneficially
by JAKKS Pacific at or after the Effective Date of this Agreement, free of any
liens, claims or encumbrances created by JAKKS Pacific.
2.2 Purchase Price. The Purchase Price for the Kidz Biz Shares is
US $12,400,000.00, which
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shall be paid concurrently herewith by JAKKS HK to JAKKS Pacific by crediting
such amount against the amounts due from JAKKS Pacific to JAKKS HK as of the
Effective Date. The purchase price shall be allocated as follows: US
$9,672,000.00 shall be allocated to the purchase of the Far East Shares and US
$2,728,000 shall be allocated to the purchase of the Ordinary Shares.
3. Representations and Warranties.
3.1 JAKKS Pacific hereby represents and warrants as follows:
(a) JAKKS Pacific Good Standing; Power and Authority. JAKKS
Pacific is a corporation duly organized, validly existing and in good standing
under the laws of Delaware, and has full power and authority to own its assets
and carry on its business as and in the places where such assets are now owned
or such business is now being conducted. JAKKS Pacific has full corporate power
and authority to execute and deliver this Agreement to assume and perform its
obligations hereunder and thereunder. No Consent of, or Notice to, any Person is
required as to JAKKS Pacific in connection with its execution and delivery of
this Agreement or the performance of its obligations hereunder.
(b) JAKKS HK Good Standing; Power and Authority. JAKKS HK is a
company duly organized, validly existing and in good standing under the laws of
Hong Kong, and has full power and authority to own its assets and carry on its
business as and in the places where such assets are now owned or such business
is now being conducted. JAKKS HK has full corporate power and authority to
execute and deliver this Agreement to assume and perform its obligations
hereunder and thereunder. No Consent of, or Notice to, any Person is required as
to JAKKS HK in connection with its execution and delivery of this Agreement or
the performance of its obligations hereunder.
4. Miscellaneous.
4.1 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.
4.2 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.
4.3 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.
4.4 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 the Acquisition. 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
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or as may otherwise be reasonably necessary or proper, to consummate and perfect
the Acquisition.
4.5 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.
4.6 Assignment. 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.
4.7 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.
4.8 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.
4.9 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.
4.10 References. The terms "herein," "hereto," "hereof," "hereby" and
"hereunder," and other terms of similar import, refer to this Agreement as a
whole, and not to any Article, Section or other part hereof.
4.11 Entire Agreement. This Agreement embodies the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, commitments or arrangements relating thereto.
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IN WITNESS WHEREOF, JAKKS and JAKKS HK, by their respective duly authorized
officers, have duly executed this Agreement as of the date set forth in the
Preamble hereto.
JAKKS PACIFIC (HK) LIMITED JAKKS PACIFIC, INC.
By: /s/ JACK FRIEDMAN By: /s/ JACK FRIEDMAN
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Name: Jack Friedman Name: Jack Friedman
Title: Director Title: Chairman, CEO
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