0001144204-09-057807 Sample Contracts

85,000,000 AGGREGATE PRINCIPAL AMOUNT JAKKS PACIFIC, INC.
Purchase Agreement • November 10th, 2009 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York

JAKKS Pacific, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS” or the “Initial Purchaser”) $85,000,000 in aggregate principal amount of its 4.50% Convertible Senior Notes due 2014 (the “Firm Notes”). In addition, the Company has granted to the Initial Purchaser an option to purchase up to an additional $15,000,000 in aggregate principal amount of its 4.50% Convertible Senior Notes due 2014 (the “Optional Notes” and, together with the Firm Notes, the “Notes”), as provided in Section 2.

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