Amendment and Waiver to Stock Purchase Agreement between JAKKS Pacific, Inc., Toymax International, Inc., and Shareholders

Summary

This letter agreement, dated March 11, 2002, amends the Stock Purchase Agreement among JAKKS Pacific, Inc., Toymax International, Inc., and the Company's shareholders. JAKKS waives the requirement for a Lien Report, and the parties agree to specific changes in the composition of Toymax's board of directors upon closing, including resignations and appointments of JAKKS nominees. All other terms of the original Stock Purchase Agreement remain unchanged.

EX-2.3 3 a2073732zex-2_3.txt EXHIBIT 2.3 EXHIBIT 2.3 TOYMAX INTERNATIONAL, INC. 125 EAST BETHPAGE ROAD NEW YORK, NY 11803 March 11, 2002 JAKKS Pacific, Inc. 22619 Pacific Coast Highway Malibu, CA 90265 Re: Stock Purchase Agreement ------------------------ Ladies and Gentlemen: Reference is made to the Stock Purchase Agreement (the "STOCK PURCHASE AGREEMENT"), dated as of February 10, 2002, by and among JAKKS Pacific, Inc., a Delaware corporation ("JAKKS"), Toymax International, Inc., a Delaware corporation (the "COMPANY") and the shareholders of the Company listed on Schedule I thereto (the "SHAREHOLDERS"). All capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement. This letter shall confirm the understanding and agreement of the parties to the Stock Purchase Agreement with respect to the following matters: 1. JAKKS hereby waives the requirements of Section 5.15 of the Stock Purchase Agreement and the Company shall not be required to deliver or cause to be delivered to JAKKS a Lien Report or Reports on or prior to the Closing Date or at any time thereafter, notwithstanding anything to the contrary contained in the Stock Purchase Agreement. 2. Notwithstanding the provisions of Sections 5.10 and 7.2(c) of the Stock Purchase Agreement: (A) each of David Ki Kwan Chu, Steven A. Lebensfeld and Harvey Goldberg shall resign as directors of the Company, effective upon Closing; and (B) the remaining directors shall elect two of the then-existing members of JAKKS' board of directors (or their designees) to fill such vacancies. 3. Effective upon compliance with the applicable requirements of Section 14(f) of the Exchange Act: (A) the Shareholders shall deliver at Closing the resignations of two additional members of the Company's board of directors (other than any JAKKS directors elected in accordance with the preceding paragraph); (B) the number of directors constituting the entire board of directors of the Company shall be increased to eight (8); and (C) the board of directors shall elect the remaining four members of JAKKS' then-existing board of directors (or their designees) who have not been elected to serve as directors of the Company to serve as the remaining four directors of the Company. Except as amended hereby, all of the terms and provisions of the Stock Purchase Agreement shall remain unchanged and continue in full force and effect. If the foregoing correctly sets forth our agreement and understanding, please so indicate by signing and dating this letter in the space provided below. Sincerely, /s/ Steven A. Lebensfeld Steven A. Lebensfeld Chief Executive Officer Accepted and Agreed to as of the date set forth above, BEST PHASE LIMITED JAKKS PACIFIC, INC. By: /s/ David Ki Kwan Chu By: /s/ Joel M. Bennett -------------------------------- ------------------------------- David Ki Kwan Chu Joel M. Bennett President Executive Vice President HARGO (BARBADOS) LIMITED By: /s/ Gregory Hinkson -------------------------------- Gregory Hinkson Director By: /s/ -------------------------------- CIBC Bank and Trust Company (Cayman) Limited Secretary /s/ Steven A. Lebensfeld - ------------------------------------ Steven A. Lebensfeld /s/ Harvey Goldberg - ------------------------------------ Harvey Goldberg