JAKKS Pacific, Inc. received resignations from each of Michael Sitrick, Murray Skala, Rex Poulsen and Michael Gross from their respective positions as members of the Board and any committees of the Board on which they serve, effective as of the consummation of the Recapitalization. The Company accepted the resignations of Messrs. Sitrick, Skala, and Gross on the Closing Date, and will accept the resignation of Mr. Poulsen following the distribution of the information and the expiration of the notice period. The Board appointed the four individuals: Andrew Axelrod and Matthew Winkler, who will serve as Series A Preferred Directors; and Carole Levine and Joshua Cascade, who will serve as New Independent Common Directors to fill the vacancies on the Board resulting from the Resignations. Ms. Levine's appointment as a New Director shall take effect immediately following the distribution of the information and the expiration of the notice period. Each of the New Directors was determined to be independent, as defined under the rules of Nasdaq. Mr. Zhao has resigned from the Nominating Committee. Messrs. Axelrod, Winkler and Cascade were appointed as members of the Nominating Committee, with Mr. Winkler serving as chair. Messrs. Shoghi and Winkler and Ms. Levine were appointed as members of the Audit Committee of the Board, with Ms. Levine serving as chair. Messrs. Axelrod, Winkler and Shoghi were appointed as members of the Compensation Committee of the Board, with Mr. Axelrod serving as chair.

In connection with the Recapitalization, JAKKS Pacific, Inc. and certain of its subsidiaries, as borrowers, entered into an Amended and Restated Credit Agreement, dated as of the Closing Date (the "Amended ABL Credit Agreement"), with Wells Fargo, as agent. The Amended ABL Credit Agreement amends and restates the Company's existing asset-based revolving credit agreement, dated as of March 27, 2014 (the "Existing ABL Facility"), with General Electric Capital Corporation, since assigned to Wells Fargo, as lender for a $60,000,000 senior secured revolving credit facility (the "Amended ABL Facility") of which $5,000,000 was immediately borrowed and outstanding as of the Closing Date. Any amounts borrowed under the Amended ABL Facility accrue interest, at either (i) LIBOR plus 1.50%-2.00% (determined by reference to a fixed charge coverage ratio-based pricing grid) or (ii) base rate plus 0.50%-1.00% (determined by reference to a fixed charge coverage ratio-based pricing grid). The Amended ABL Facility matures on August 9, 2022. In connection with the Recapitalization, the Company and certain of its subsidiaries, as borrowers, entered into a First Lien Term Loan Facility Credit Agreement, dated as of the Closing Date (the "New Term Loan Agreement"), with the Investor Parties, as lenders, and Cortland Capital Market Services LLC, as agent, for a $134,801,239.38 first-lien secured term loan (the "New Term Loan"). Amounts outstanding under the New Term Loan accrue interest at 10.50% per annum, payable semi-annually (with 8% per annum payable in cash and 2.5% per annum payable in "kind"). The New Term Loan matures on February 9, 2023.