[FORM OF FACE OF SECURITY]


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SECURITY AND THE SHARES OF COMMON
STOCK (‘‘COMMON STOCK’’) OF JAKKS PACIFIC, INC. (THE ‘‘COMPANY’’) ISSUABLE UPON
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES
ACT’’), OR ANY OTHER SECURITIES LAWS. NONE OF THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.


 


THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL BUYER,’’ AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (D) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE COMPANY AND THE WITHIN MENTIONED
TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES THAT IT
WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. THIS LEGEND MAY BE REMOVED FROM THIS
NOTE ONLY WITH THE CONSENT OF THE COMPANY.


 




    	 



    	 



    

 


JAKKS PACIFIC, INC.


 


4.875% Convertible Senior Note due 2020


 


	No. R-1	 	Initially $100,000,000
	CUSIP No. 47012E AG1	 	 


 


JAKKS Pacific, Inc.,
a Delaware corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay CEDE & CO., or registered assigns, One Hundred Million Dollars
($100,000,000) (or such lesser principal amount as shall be specified in the “Schedule of Exchanges of Securities”
attached hereto) on June 1, 2020 unless earlier converted or repurchased, and to pay interest thereon as set forth in the manner,
at the rates and to the Persons set forth in the Indenture.


 


This Security shall
bear interest at a rate of 4.875% of the outstanding aggregate principal amount per annum from June 9, 2014 or from the most recent
date to which interest had been paid or provided to, but excluding, the next scheduled Interest Payment Date, until the principal
hereof shall be repaid.  Interest on this Security will be computed on the basis of a 360-day year composed of twelve 30-day
months.  Interest is payable semi-annually in arrears on each December 1 and June 1, commencing on December 1, 2014, to the
Person in whose name this Security (or one or more predecessor securities) is registered at the close of business on the Regular
Record Date for such interest. Additional Interest will be payable at the option of the Company on the terms set forth in the within-mentioned
Indenture.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


In the case of any
conflict between this Security and the Indenture, the provisions of the Indenture shall control.  This Security, for all purposes,
shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles
thereof.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


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IN WITNESS WHEREOF,
JAKKS PACIFIC, INC. has caused this instrument to be signed manually or by facsimile by its duly authorized officers.














 


	 	 	 	JAKKS PACIFIC, INC.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name: Stephen G. Berman
	 	 	 	 	Title: President, Chief Executive Officer and Secretary


 


 


	Attest:	 
	 	 
	By:	 	 
	 	Name: Joel M. Bennett	 
	 	Title: Chief Financial Officer and Executive Vice President	 


 







 




    	 



    	 



    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities designated herein referred to in the within-mentioned Indenture.


 


Dated: June 9, 2014


 


	 	WELLS FARGO BANK, National Association, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 



    	 



    

 


(REVERSE OF NOTE)


 


JAKKS PACIFIC, INC.


 


4.875% Convertible Senior Note due 2020


 


This Security is one
of a duly authorized issue of Securities of the Company (herein called the “Securities”), issued under an Indenture
dated as of June 9, 2014 (herein called the “Indenture”), by and between the Company and Wells Fargo Bank, National
Association, herein called the “Trustee”, and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. Additional Securities may be issued in
an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture.


 


This Security is not
subject to redemption at the option of the Company prior to June 1, 2020.


 


Upon the occurrence
of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase all of such
Holder’s Securities or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental
Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.


 


As provided in and
subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the
occurrence of certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day
immediately preceding June 1, 2020, to convert this Security or a portion thereof that is $1,000 or an integral multiple thereof,
into cash or shares of Common Stock or a combination thereof at the option of the Company at the applicable Conversion Rate specified
in the Indenture, as adjusted from time to time as provided in the Indenture.


 


As provided in and
subject to the provisions of the Indenture, the Company will make all payments in respect of the Fundamental Change Repurchase
Price and the principal amount on the Maturity Date, as the case may be, to the holder who surrenders a Security to a Paying Agent
to collect such payments in respect of the Security.  The Company will pay cash amounts in money of the United States that
at the time of payment is legal tender for payment of public and private debts.


 


The Trustee and each
Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains
unclaimed for two years after a right to such money has matured.  After payment to the Company, Holders entitled to money
must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.


 


When a successor corporation
assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions
of the Indenture, the predecessor corporation (except in certain circumstances specified in the Indenture) shall be released from
those obligations.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities to be effected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities at the time outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf
of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 




    	 



    	 



    

 


As provided in and
subject to the provisions of the Indenture, in case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of and interest on all Securities may be declared due and payable, by either the Trustee or Holders of
at least 25% in aggregate principal amount of Securities then outstanding, and upon said declaration shall become due and payable,
in the manner, with the effect and subject to the conditions provided in the Indenture; provided that upon the occurrence
of an Event of Default specified in Section 7.01(8) or (9) of the Indenture with respect to the Company, the principal
amount of, and interest on, all the Securities shall automatically become due and payable.


 


No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this Security at the time, place and rate, and in the coin
and currency, herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the register maintained
by the Primary Registrar, upon surrender of this Security for registration of transfer at the office or agency of the Company in
any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Primary Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


The Securities are
issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal
amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee may treat the Person
in whose name the Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All defined terms used
in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription of the face of this Security, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM - as tenants in common	 	UNIF GIFT MIN ACT	 
	 	 	 	 
	 	 	 	Custodian
	 	 	(Cust)	 
	 	 	 	 
	TEN ENT - as tenants by the entireties	 	 	 
	 	 	 	 
	 	 	(Minor)	 
	 	 	 	 
	JT TEN  — as joint tenants with right of survivorship and not as tenants in common	 	Uniform Gifts to Minors Act                  (State)


 


Additional abbreviations may also be used

though not in the above list.


 




    	 



    	 



    

 


 


SCHEDULES OF EXCHANGES OF SECURITIES


 


JAKKS PACIFIC, INC.


 


4.875% Convertible Senior Notes due 2020


 


The initial principal amount of this Registered
Global Security is one hundred million ($100,000,000).  The following, exchanges, purchases or conversions of a part of this
Registered Global Security have been made:


 


	Date of

    Exchange	 	Amount of decrease in

    principal amount of this

    Registered Global Security	 	Amount of increase in

    principal amount of this

    Registered Global Security	 	Principal amount of this

    Registered Global Security

    following such decrease or

    increase	 	Signature of

    authorized signatory

    of Trustee or

    Securities Custodian