0001144204-17-057057 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 8th, 2017 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2017, by and among JAKKS Pacific, Inc., a Delaware corporation, with headquarters located at 2951 28th Street, Santa Monica, California 90405 (the “Company”), and the investor listed on Schedule I attached hereto (the “Holder”).

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EXCHANGE AGREEMENT
Exchange Agreement • November 8th, 2017 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York

Oasis Investments II Master Fund Ltd. (the “Holder”) enters into this Exchange Agreement (the “Agreement”) with JAKKS Pacific, Inc. (the “Company”) on November 7, 2017 whereby the Holder will exchange (the “Exchange”) the Company’s existing 4.25% Convertible Senior Notes due 2018 (the “Existing Notes”) for the Company’s new Convertible Senior Notes in the form attached hereto as Exhibit A (the “New Notes”).

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