(18)	Subsequent Events

Merger Agreement

On March 17, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Draw Another Circle, LLC, a Delaware limited liability company (“Parent”), and Hendrix Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Parent (“Merger Sub”), each of which are wholly-owned, directly or indirectly, by Mr. Joel Weinshanker. Pursuant to the Merger Agreement, subject to satisfaction or waiver of certain closing conditions, Merger Sub will merge with and into the Company (the “Merger”) with the Company continuing its existence under Texas law as the surviving entity in the Merger. Upon the completion of the Merger, the Company will be a wholly owned subsidiary of Parent.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company issued and outstanding as of immediately prior to the Effective Time (excluding any shares of its common stock held by Parent or its affiliates (including Merger Sub and National Entertainment Collectibles Association, Inc. (“NECA”)), any shares of common stock held by the Company in treasury or by any direct or indirect wholly owned subsidiary of the Company) will be automatically cancelled and converted into the right to receive $3.00 per share in cash, without interest (the “Merger Consideration”).

Additionally, at the Effective Time, each option to purchase shares of the Company’s common stock (each, a “Company Option”) that is outstanding immediately prior to the Effective Time will be cancelled and terminated and, to the extent any such Company Option is vested immediately prior to the Effective Time and held by a person other than Messrs. John Marmaduke, Dan Crow, Alan Van Ongevalle or Philip McConnell, will be converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of common stock then subject to such Company Option. “Option Consideration” means, with respect to any share of common stock issuable under each Company Option, an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price payable in respect of such share of the Company’s common stock issuable under the Company Option.

The Merger Agreement contains customary representations and warranties of the Company and Parent. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements limiting the Company’s ability to engage in certain types of transactions, repurchase shares of its common stock, declare any dividends, in each case, during the period between the date of the signing of the Merger Agreement and the closing date of the Merger.

The Merger Agreement also contains certain termination rights for both the Company and Parent. Upon termination of the Merger Agreement, under certain circumstances, the Company may be required to pay Parent a termination fee equal to $850,000 or, subject to certain limitations, the amount of the documented out-of-pocket fees and expenses incurred by Parent, Merger Sub and their respective affiliates in connection with the transactions contemplated by the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a form of which is attached hereto as Exhibit 2.1 by reference to Exhibit 2.1 of our current report on Form 8-K filed with the SEC on March 18, 2014, and is incorporated herein by reference.