Exhibit 10.1 


 


Execution Version


 


EXCHANGE AGREEMENT


 


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”).


 


On and subject to the terms
and conditions set forth in this Agreement, the parties hereto agree as follows:


 


Article
I: Exchange of the Existing Notes for New Notes


 


On
the Closing Date (as defined below), the Holder hereby agrees to exchange and deliver to the Company the following principal amount
of Existing Notes, and in exchange therefor the Company hereby agrees to (x) issue to the Holder the same principal amount of New
Notes and (y) pay to the Holder accrued interest through the Closing Date with respect to such Existing Notes in cash by
wire transfer of immediately available funds pursuant to the Holder’s wire instructions set forth on the Holder’s signature page
attached hereto :


 


Aggregate Principal Amount
of Existing Notes (the “Exchanged Notes”) to be Exchanged for New Notes (the “Holder’s New Notes”):
$21,550,000


 


Aggregate accrued but
unpaid interest on such Exchanged Notes through the Closing Date to be paid on the Closing Date in cash (“Interest”):
$249,321.53.


 


The
consummation of the foregoing transactions is herein referred to as the “Closing”. The date and time of the Closing
(the “Closing Date”) shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time
as is mutually agreed to by the Company and the Holder) after notification of satisfaction (or waiver) of the conditions to the
Closing set forth in Article IV below, at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York
10022. At the Closing, (a) the Holder shall deliver or cause to be delivered to the Company all right, title and interest
in and to its Exchanged Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest,
encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”),
and (b) the Company shall deliver to the Holder New Notes in the same principal
amount of the principal amount of the Exchanged Notes. The Holder shall electronically deliver to the Company’s
balance account with The Depository Trust Company (“DTC”) through its Deposit / Withdrawal at Custodian (“DWAC”)
system pursuant to the DWAC instructions set forth on the Company’s signature page attached hereto and the Company shall deliver
to the Holder at its address set forth on its signature page attached hereto a certificate representing the Holder’s New Notes.


 


Contemporaneously with
the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement,
substantially in the form attached hereto as Exhibit B (the “Registration Rights Agreement” and together
with this Agreement and the New Notes, the “Transaction Documents”), pursuant to which the Company has agreed
to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement)
under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated
thereunder, and applicable state securities laws.


 




     


     


    

 


Article
II: Covenants, Representations and Warranties of the Holder


 


The Holder hereby covenants
as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date
hereof and on the Closing Date, to the Company, and all such covenants, representations and warranties shall survive the Closing.


 


Section
2.1           Power and Authorization. The Holder is duly
organized, validly existing and in good standing under the laws of its jurisdiction of formation, and the Holder has the power,
authority and capacity to execute and deliver this Agreement and the Registration Rights Agreement, to perform its obligations
hereunder and thereunder, and to consummate the Exchange contemplated hereby.


 


Section
2.2           Valid and Enforceable Agreements; No Violations.
This Agreement and the Registration Rights Agreement have been duly executed and delivered by the Holder and constitute (assuming
due authorization, execution and delivery hereof and thereof by the Company) legal, valid and binding obligations of the Holder,
enforceable against the Holder in accordance with their respective terms, except that such enforcement may be subject to (a) bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’
rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or
in equity (the “Enforceability Exceptions”). This Agreement and the Registration Rights Agreement and the consummation
of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Holder’s organizational
documents, (ii) any agreement or instrument to which the Holder is a party or by which the Holder or any of its assets are bound,
or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder, except
in the case of clause (ii) or (iii) above only, where such violations, conflicts, breaches or defaults would not affect the Holder’s
ability to consummate the transactions contemplated hereby in any material respect.


 


Section
2.3           Title to the Exchanged Notes. The Holder
is the beneficial owner of the Exchanged Notes. The Holder has good, valid and marketable title to its Exchanged Notes, free and
clear of any Liens (other than pledges or security interests (x) arising by operation of applicable securities laws and (y) that
the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker).
The Holder has not, in whole or in part, except as described in the preceding sentence and in Article I, (a) assigned,
transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights, title or interest in or to its Exchanged
Notes or its rights in its Exchanged Notes, or (b) given any person or entity any transfer order, power of attorney or other
authority of any nature whatsoever with respect to its Exchanged Notes. Upon the Holder’s delivery of its Exchanged Notes to the
Company pursuant to the Exchange, such Exchanged Notes shall be free and clear of all Liens created by the Holder.


 


Section
2.4           Accredited Investor; Ordinary Course of Business.
The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities
Act. The Holder is acquiring the Holder’s New Notes hereunder in the ordinary course of its business.


 




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Section
2.5           Adequate Information; No Reliance. The Holder
acknowledges and agrees that (a) the Holder has been furnished with all materials it considers relevant to making an investment
decision to enter into the Exchange and has had the opportunity to review the Company’s filings and submissions with the Securities
and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) the Holder has had the opportunity
to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and
prospects, and the terms and conditions of the Exchange, (c) the Holder has had the opportunity to consult with its accounting,
tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and to make an informed investment
decision with respect to such Exchange, (d)  the Company is not acting as a fiduciary or financial or investment adviser to
the Holder and (e) the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial,
legal or other), representation or warranty made by the Company or any of its affiliates or representatives, except for (A) the
SEC Documents (as defined below) and (B) the representations and warranties made by the Company in this Agreement.


 


Section
2.6           No Litigation. There is no action, lawsuit,
arbitration, claim or proceeding pending or, to the knowledge of the Holder, threatened, against the Holder that would reasonably
be expected to impede the consummation of the transactions contemplated hereby.


 


Section
2.7           Holdings. As of the date hereof, the Holder
holds the following securities of the Company: (i) 1,443,377 shares of the Company’s common stock, $0.001 par value (the “Common
Stock”), (ii) the Exchanged Notes and (iii) $10,250,000 principal amount of the Company’s 4.875% Convertible Senior Notes
due 2020.


 


Section
2.8           Recusal. While the Holder or any of its
affiliates holds New Notes, any employee of the Holder or any of its affiliates serving as director on the Company’s Board of Directors
shall recuse himself (or herself) from any discussion or vote relating to the terms of the New Notes.


 


Article
III: Covenants, Representations and Warranties of the Company


 


The Company hereby covenants
as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date
hereof and on the Closing Date, to the Holder, and all such covenants, representations and warranties shall survive the Closing.


 


Section
3.1           Power and Authorization. The Company is
duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and the Company has the
power, authority and capacity to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations
hereunder and thereunder, and to consummate the Exchange contemplated hereby. Except as expressly set forth in this Agreement and
except as will be obtained by the Company prior to the Closing Date, no material consent, approval, order or authorization of,
or material registration, declaration or filing with any governmental entity is required on the part of the Company in connection
with the execution, delivery and performance by it of this Agreement and the other Transaction Documents and the consummation by
the Company of the transactions contemplated hereby and thereby.


 




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Section
3.2           Valid and Enforceable Agreements; No Violations.
This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and constitute (assuming,
with respect to this Agreement and the Registration Rights Agreement, due authorization, execution and delivery hereof and thereof
by the Holder) legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and the other Transaction Documents,
the issuance of the New Notes, the reservation for issuance and issuance of the shares of Common Stock pursuant to the terms of
the New Notes (the “New Conversion Shares”) and the consummation of the Exchange will not violate, conflict with
or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company, (ii) any
agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any
laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses
(ii) or (iii) above only, where such violations, conflicts, breaches or defaults would not result in a Material Adverse Effect
(as defined below).


 


Section
3.3           Validity of the Holder’s New Notes. The
Holder’s New Notes have been duly authorized by the Company and, when executed and delivered to the Holder pursuant to the Exchange
against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Holder’s New Notes will be legal, valid
and binding obligations of the Company, enforceable in accordance with their terms, except that such enforcement may be subject
to the Enforceability Exceptions, and the Holder’s New Notes will not be subject to any preemptive, participation, rights of first
refusal or other similar rights. The Holder’s New Notes (a) will be issued in the Exchange exempt from the registration requirements
of the Securities Act pursuant to Section 3(a)(9) of the Securities Act, (b) will, at the Closing, be free of any restrictions
on resale by the Holder pursuant to Rule 144 promulgated under the Securities Act other than such restrictions imposed on
the Holder by virtue of its affiliate status with the Company and free of any restrictive legend, and (c) will be issued in
compliance with all applicable state and federal laws concerning the issuance of the Holder’s New Notes. For the purposes of Rule
144 promulgated under the Securities Act, the Company acknowledges that the holding period of the New Notes and of any other securities
that may be issued to the Holder pursuant to terms of the New Notes may be tacked onto the holding period of the Exchanged Notes
and the Company agrees not to take a position contrary thereto.


 


Section
3.4           Validity of New Conversion Shares. The New
Conversion Shares have been duly authorized and reserved by the Company for issuance pursuant to the terms of the Holder’s New
Notes and, when issued upon conversion of the Holder’s New Notes in accordance with the terms of the Holder’s New Notes, will be
validly issued, fully paid and non-assessable, and the issuance of the New Conversion Shares will not be subject to any preemptive,
participation, rights of first refusal or other similar rights.


 


Section
3.5           Listing Approval. At the Closing, the New
Conversion Shares shall be approved for listing on The NASDAQ Global Select Market.


 


Section
3.6           SEC Filings. As of their respective filing
dates, the Company’s filings with the SEC under the Exchange Act during the two (2) years prior to the date hereof (the “SEC
Documents”), complied in all material respects with the requirements of the Exchange Act and the rules and regulations
of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with
the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company represents that, as of the date hereof, no material event or circumstance has occurred which would be required to be
publicly disclosed or announced on a Current Report on Form 8-K, either as of the date hereof or solely with the passage of time
by the Company but which has not been so publicly announced or disclosed.


 




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Section
3.7           No MAE. No Material Adverse Effect currently
exists or is reasonably expected to occur. As used in this Agreement, “Material Adverse Effect” means any material
adverse effect on: (i) the business, properties, assets, operations, results of operations, condition (financial or otherwise)
or prospects of the Company or its subsidiaries, individually or taken as a whole, or (ii) the legality, validity, binding effect
or enforceability of any of the Transaction Documents, or (iii) on the authority or ability of the Company to perform its obligations
hereunder and the other Transaction Documents.


 


Section
3.8           Disclosure. On or before 8:30 a.m. New York
time on the first business day following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K
reasonably acceptable to the Holder, describing the terms of the transactions contemplated by the Transaction Documents and attaching
each of the Transaction Documents as exhibits to such filing.


 


Section
3.9           No Litigation. There is no action, lawsuit,
arbitration, claim or proceeding pending or, to the knowledge of the Company, threatened, against the Company that would reasonably
be expected to impede the consummation of the transactions contemplated hereby.


 


Section
3.10         No Event of Default. No Event of Default or comparable
term (as defined in the Indenture and in the New Notes) has occurred that is continuing as of the date hereof.


 


Section
3.11         Stockholder Approval. The Company shall provide each
stockholder entitled to vote at the next special or annual meeting of stockholders of the Company (the “Stockholder Meeting”),
which shall be promptly called and held not later than February 16, 2018 (the “Stockholder Meeting Deadline”),
a proxy statement, substantially in the form which has been previously reviewed by the Holder and Schulte Roth & Zabel LLP
soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for the Company’s
issuance of all of the shares of Common Stock issuable pursuant to the terms of the New Notes in accordance with applicable law
and the rules and regulations of the Principal Market without giving effect to the Exchange Cap provisions set forth in the New
Notes (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall
use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of
the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to use its reasonable
best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best
efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional
Stockholder Meeting to be held every six (6) months thereafter until such Stockholder Approval is obtained.


 


Section
3.12         Application of Takeover Protections; Rights Agreement.
The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share
acquisition, interested shareholder, business combination, poison pill (including, without limitation, any distribution under a
rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational
documents or the laws of the jurisdiction of its formation (including, without limitation, Section 203 of the Delaware General
Corporation Law) which is or could become applicable to the Holder as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company’s issuance of the New Notes and the New Conversion Shares and the Holder’s ownership
of such securities. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial
ownership of Common Stock or a change in control of the Company or any of its subsidiaries.


 




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Article
IV: Closing Conditions


 


Section
4.1         Conditions of the Holder’s Obligations at the Closing.
The obligation of the Holder to consummate the transactions contemplated hereby is subject to the satisfaction as of the Closing
of the following conditions:


 


(a)          Representations
and Warranties True. The Company’s representations and warranties contained in Article III hereof shall be true and
correct at and as of the Closing as though made as of the Closing Date (except for representations and warranties that speak as
of a specific date which shall be true and correct as of such specified date). The Company shall have performed and complied
in all material respects with all of the covenants, agreements and conditions contained in this Agreement required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date. In the event the Closing Date occurs after the date
of this Agreement, the Holder shall have received a certificate, executed by the Chief Executive Officer of the Company, dated
as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit C.


 


(b)          Legal
Opinion. The Holder shall have received the opinion of Feder Kaszovitz LLP, the Company’s outside counsel, dated as of the
Closing Date, in substantially the form of Exhibit D attached hereto.


 


(c)          Litigation.
No suit, action or other proceeding shall be pending before any court or governmental or regulatory official, body or authority
or threatened in writing seeking to restrain or prohibit (or seeking damages in connection with) the transactions contemplated
hereby, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect.


 


(d)          Listing.
As of the Closing Date (i) the Common Stock (I) shall be listed on The NASDAQ Global Select Market and (II) shall not have been
suspended, as of the Closing Date, by the SEC) or The NASDAQ Global Select Market from trading on The NASDAQ Global Select Market
and (ii) the New Conversion Shares shall have been approved for listing on The NASDAQ Global Select Market.


 


Section
4.2         Conditions of the Company’s Obligations at the Closing.
The obligation of the Company to consummate the transactions contemplated hereby is subject to the satisfaction as of the Closing
of the following conditions:


 


(a)          Representations
and Warranties True. The Holder’s representations and warranties contained in Article II hereof shall be true and correct
at and as of the Closing as though made as of the Closing Date. The Holder shall have performed and complied in all material respects
with all of its covenants and other obligations contained in this Agreement required to be performed or complied with by the Holder
at or prior to the Closing Date.


 




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(b)          Litigation.
No suit, action or other proceeding shall be pending before any court or governmental or regulatory official, body or authority
or threatened in writing seeking to restrain or prohibit (or seeking damages in connection with) the transactions contemplated
hereby, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect.


 


Article
V: Miscellaneous


 


Section
5.1           Entire Agreement. This Agreement and any
documents and agreements executed in connection with the Exchange embody the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations,
warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their
agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or
draft documents.


 


Section
5.2           Construction. References in the singular
shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the
feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel,
shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in
all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.


 


Section
5.3           Costs and Expenses. The
Holder and the Company shall each pay their own respective costs and expenses incurred in connection with the negotiation, preparation,
execution and performance of this Agreement and the other Transaction Documents, including, but not limited to, attorneys’
fees. 


 


Section
5.4           Governing Law; Jurisdiction; Jury Trial.
This Agreement and the other Transaction Documents shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed
by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder, under any of the other
Transaction Documents or in connection herewith or therewith or with any transaction contemplated hereby or thereby or discussed
herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at
the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 




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Section
5.5           Counterparts. This Agreement may be executed
in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Any counterpart or other signature hereon delivered by facsimile or any standard form of telecommunication or e-mail shall be deemed
for all purposes as constituting good and valid execution and delivery of this Agreement by such party.


 


Section
5.6           No Third Party Beneficiaries. This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other person or entity.


 


Section
5.7           Expiration Date. Notwithstanding any other
provision hereof to the contrary, if the Closing has not occurred by 5:00 p.m. (New York time) on the tenth (10th) business day
following the date hereof, unless otherwise mutually agreed to by the parties to this Agreement, the nonbreaching party shall have
the option to terminate this Agreement with respect to such breaching party at the close of business on such date by delivering
a written notice to that effect to each other party to this Agreement and without liability of any party to any other party.


 


Section
5.8           Amendment. This Agreement may not be changed,
amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except
by a writing executed by the parties hereto.


 


Section
5.9           Notices. All notices and other communications
to any party hereto provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally,
by electronic mail, or sent by registered or certified mail, return receipt requested, postage prepaid, to the contact information
provided on the signature page attached hereto (or such other address as any party shall have specified by notice in writing to
the other parties).


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, each of the parties hereto
has caused this Agreement to be executed as of the date first above written.


  


	“HOLDER”:  	 	“Company”:  
	OASIS INVESTMENTS II MASTER FUND LTD.	 	JAKKS PACIFIC, INC.


  


	By:	/s/
Philip Meyer	 	By:	/s/ Joel
M. Bennett





	Name:  Philip Meyer	 	Name:	Joel
M. Bennett
	Title: Director	 	Title:	EVP/CFO 


  


	
        Contact
        Information:

        c/o Oasis Legal

        Oasis Management (Hong Kong) LLC

        21st Floor, Man Yee Building, 68 Des Voeux
        

Road, Central, Hong Kong

        Telephone: (852) 2847 7708

        Attention: General Counsel

        E-mail: OasisLegal@oasiscm.com &

 ashoghi@us.oasiscm.com

         

        with a mandatory copy (for informational 

purposes only) to:

         

        Schulte Roth & Zabel LLP

        919 Third Avenue

        New York, New York 10022

        Telephone: (212) 756-2000

        Facsimile: (212) 593-5955

        Attention: Eleazer N. Klein, Esq.

        E-mail: eleazer.klein@srz.com
	 	
        Contact
        Information:

        JAKKS
        Pacific, Inc.

        2951
        28th Street

        Santa
        Monica, California

        Telephone: (424) 268-9444

        Facsimile: (424) 268-9655

        Attention: Joel M. Bennett

        Email: joelb@jakks.net

         

        with a copy (for informational purposes only) to:

         

        Feder Kaszovitz LLP

        845 Third Avenue, 11th Floor

        New York, New York 10022

        Telephone: (212) 888-8200

        Facsimile: (212) 888-7776

        Attention: Geoffrey A. Bass, Esq.

        Email: GBass@fedkas.com

         

        DWAC Instructions: 



 


	Wire Instructions:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[Signature Page to Exchange
Agreement]


 




     


     


    

 


EXHIBITS


 


	Exhibit A	 	Form of New Notes
	Exhibit B	 	Form of Registration Rights Agreement
	Exhibit C	 	Form of Officer’s Certificate
	Exhibit D	 	Form of Legal Opinion of Company Counsel