1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 22, 1999Stock Purchase Agreement • October 19th, 1999 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
98,000,000 Convertible Senior Notes due 2023Indenture • August 14th, 2003 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 10.15 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT is made on the ______ day of July 1996, between QUANTUM TOY CONCEPTS PTY, LTD., Level 14, 600 St. Kilda Road, Melbourne, 3004 Australia ("Quantum") and JAKKS PACIFIC INC., 24955 Pacific...Distribution Agreement • April 11th, 1997 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 99.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made as of October 1, 2004 by and between JAKKS Pacific, Inc., a Delaware corporation ("JAKKS" or the "Company") and Michael Bianco ("Consultant" or "Bianco"). JAKKS and...Consulting Agreement • October 15th, 2004 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
1 EXHIBIT 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT ("Agreement") dated as of April ___, 1997 is by and between JAKKS Pacific, Inc., a Delaware corporation (the "Company"), and Cruttenden Roth Incorporated ("Cruttenden" or the "Representative")....Warrant Agreement • April 24th, 1997 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
Option to Purchase 10,000 Shares of Common Stock CERTIFICATE OF OPTION AGREEMENT FOR THE PURCHASE OF SHARES OF COMMON STOCKOption Agreement • April 15th, 1998 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
RECITALSLoan Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
1 EXHIBIT 10.40A SECURITY AGREEMENT (ROAD CHAMPS, INC.) This Agreement, dated as of October 21, 1997, is made by and between ROAD CHAMPS, INC., a Pennsylvania corporation (the "Debtor"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national...Security Agreement • April 15th, 1998 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
1 EXHIBIT 10.15 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE, made as of the 19th day of April, 2000 by and between 1101 CR NB, L.L.C., a New Jersey limited liability company and successor in interest to Pensud Company Limited Partnership,...Lease • August 14th, 2000 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
andSettlement Agreement • December 13th, 2004 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 1999 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
BETWEENRegistration Rights Agreement • August 14th, 2003 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 1 STOCK PURCHASE AGREEMENT THIS 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 ("Toymax"), and the shareholders of...Stock Purchase Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
JAKKS PACIFIC, INC. 600,000 Shares1 Common Stock UNDERWRITING AGREEMENT April ___, 1997 CRUTTENDEN ROTH INCORPORATED As Representative of the Several Underwriters 18301 Von Karman, Suite 100 Irvine, California 92715 Dear Sirs:Underwriting Agreement • April 24th, 1997 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
ESCROW AGREEMENTEscrow Agreement • October 19th, 1999 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • Michigan
2,700,000 SHARES(1) COMMON STOCK ($.001 PAR VALUE)Underwriting Agreement • November 5th, 1999 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated March 26, 2003 and as of January 1, 2003, by and between Michael Bianco ("Executive") and JAKKS Pacific, Inc., a Delaware...Employment Agreement • March 31st, 2003 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT dated January 1, 1998 by and between JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), and STEPHEN G. BERMAN (the "Executive"). The parties hereto desire to provide for the Executive's continued...Employment Agreement • April 15th, 1998 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated as of December 27, 2001 by and between Kidz Biz Limited (the "Company") and David S. Lipman ("Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, concurrently with the...Employment Agreement • April 1st, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • England
EXHIBIT 10.1 THIS AGREEMENT made the 2nd day of June, One thousand nine hundred and ninety-nine BETWEEN ASTORIA INVESTMENT COMPANY LIMITED whose registered office is situate at Room 2703, Wing On House, 71 Des Voeux Road, Central, Hong Kong...Lease Agreement • August 9th, 1999 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 10.4.1 AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN JAKKS PACIFIC, INC. AND JACK FRIEDMAN The Employment Agreement dated as of July 1, 1999 between JAKKS Pacific, Inc. and Jack Friedman (the "Employment Agreement;" capitalized terms are used...Employment Agreement • March 30th, 2000 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER THE JAKKS PACIFIC, INC. 2002 STOCK AWARD AND INCENTIVE PLANRestricted Stock Award Agreement • March 31st, 2003 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
LICENSE AGREEMENTLicense Agreement • April 14th, 1997 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 15(A) LOAN AGREEMENT Dated as of October 12, 2001Loan Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
EXHIBIT 10.33 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of December 27, 2001 is entered into by and among JAKKS Pacific, Inc., a Delaware corporation ("JAKKS "), and David S. Lipman, Marilyn Lipman and John Nimmo...Registration Rights Agreement • April 1st, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of July 12, 2001 by and between JAKKS Pacific, Inc., a Delaware corporation (the "Company"), and Michael Bianco ("Executive") W I T N E S S E T H...Employment Agreement • November 14th, 2001 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 10.2 JAKKS PACIFIC, INC. STOCK PURCHASE WARRANT THE WARRANT EVIDENCED HEREBY AND THE COMMON STOCK ISSUABLE UPON EXERCISE THEREOF ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT DATED JUNE 30, 1999 BETWEEN JAKKS PACIFIC, INC., AND TITAN SPORTS,...Stock Purchase Warrant • August 9th, 1999 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
RECITALSLease Amendment • April 22nd, 1999 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 4 TERMINATION AND REPLACEMENT OF MANUFACTURING AGREEMENT Agreement dated March 11, 2002 entered into between and among JAUNTIWAY INVESTMENTS LIMITED, a Hong Kong private limited company with its offices at Units D-F, 26th Floor, CDW Building,...Manufacturing Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 10.4 SECURITY AGREEMENT SECURITY AGREEMENT (this "Security Agreement"), dated as of October 24, 1997, between JAKKS Pacific, Inc., a Delaware corporation (the "Debtor"), and Azrak-Hamway International, Inc., a New York corporation (the...Security Agreement • November 7th, 1997 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
OFMerger Agreement • August 11th, 2000 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
JAKKS PACIFIC, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Rights Agreement Dated as of March 5, 2012Rights Agreement • March 5th, 2012 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.
Exhibit 1.1 3,500,000 Shares of Common Stock JAKKS PACIFIC, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
EXHIBIT 10 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT dated as of March 11, 2002 by and between JAKKS Pacific, Inc., a Delaware corporation ("JAKKS" or the "Company") with its offices at 22619 Pacific Coast Highway, Malibu, CA 90265 and 1515037...Consulting Agreement • March 20th, 2002 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
RECITALSTransition Services Agreement • October 19th, 1999 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • Michigan
