What changed in this filing

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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-15 · 1233 added, 801 removed, 224 unchanged (90% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report, have concluded that as of December 31, 2023, our disclosure controls and procedures were adequate and effective to ensure that information required to be disclosed by us in the reports we file or submit with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control over Financial Reporting.

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) and 15d-15 that occurred during the fourth quarter period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management ’ s Annual Report on Internal Control over Financial Reporting.

We, as management, are responsible for establishing and maintaining adequate “internal control over financial reporting” (as defined in Exchange Act Rule 13a-15(f)).

Our internal control system was designed by or is under the supervision of management and our board of directors to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

We believe that, as of December 31, 2023, our internal control over financial reporting was effective based upon those criteria.

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

JAKKS Pacific, Inc.

Santa Monica, CA

Opinion on Internal Control over Financial Reporting

We have audited JAKKS Pacific, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated March 15, 2024, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

of Disclosure Controls and Procedures.

Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report, have concluded that

as of December 31, 2024, our disclosure controls and procedures were adequate and effective to ensure that information required to be

disclosed by us in the reports we file or submit with the Securities and Exchange Commission is recorded, processed, summarized and reported

within the time periods specified in the Securities and Exchange Commission’s rules and forms.

in Internal Control over Financial Reporting.

has been no change in our internal control over financial reporting identified in connection with the evaluation required by Exchange

Act Rules 13a-15(d) and 15d-15(e) that occurred during the fourth quarter period covered by this Annual Report that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Management ’ s

Annual Report on Internal Control over Financial Reporting.

as management, are responsible for establishing and maintaining adequate “internal control over financial reporting” (as

defined in Exchange Act Rule 13a-15(f)).

Our internal control system was designed by or is under the supervision of management and our

board of directors to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published

financial statements.

internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over

financial reporting as of December 31, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

We believe that,

as of December 31, 2024, our internal control over financial reporting was effective based upon those criteria.

of Independent Registered Public Accounting Firm

and Board of Directors

Pacific, Inc.

Monica, California

on Internal Control over Financial Reporting

have audited JAKKS Pacific, Inc.’s (the “Company’s”) internal control over financial reporting as of December

31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in

all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria .

also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive

income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the

related notes and our report dated March 6, 2025, expressed an unqualified opinion thereon.

Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment

of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report

on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over

financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent

with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, P.C.

Los Angeles, California

March 15, 2024

that our audit provides a reasonable basis for our opinion.

and Limitations of Internal Control over Financial Reporting

company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

BDO USA, P.C.

Angeles, California

Other Information

10b5-1 Trading Plans

our last fiscal quarter, the following officer, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement”

as defined in Regulation S-K Item 408, as follows:

13, 2024 , Stephen Berman , our Chief Executive Officer , for tax planning purposes, adopted a Rule 10b5-1 trading arrangement

that is intended to satisfy the affirmative defense of Rule 10b5-1(c) with respect to the sale of up to 115,000 shares of our common

stock from time to time, in accordance with the terms specified in the trading arrangement.

The term of Mr.

Berman’s Rule 10b5-1

trading arrangement expires on December 31, 2025 .

The first date that any transactions under Mr.

Berman’s Rule 10b5-1 trading arrangement

can occur is May 5, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our Directors and executive officers are as follows:

Positions with the Company

Chairman, Chief Executive Officer, President, Secretary and Class I Director

Executive Vice President and Chief Financial Officer

Zhao Xiaoqiang

Class I Director

Alexander Shoghi

Class II Director

Joshua Cascade

Class II Director

Carole Levine

Class II Director

Matthew Winkler

Class III Director

Lori MacPherson

Class III Director

Berman has been our Chief Operating Officer (until August 23, 2011) and Secretary and one of our Directors since co-founding JAKKS in January 1995.

From February 17, 2009 through March 31, 2010 he was also our Co-Chief Executive Officer and has been our Chief Executive Officer since April 1, 2010.

Since January 1, 1999, he has also served as our President, and since October 23, 2015 he has also served as our Chairman.

From the Company’s inception until December 31, 1998, Mr.

and Executive Officers

directors and executive officers are as follows:

with the Company

Chief Executive Officer, President, Secretary and Class I Director

Vice President and Chief Financial Officer

Berman has been our Chief Operating

Officer (until August 23, 2011) and Secretary and one of our directors since co-founding JAKKS in January 1995.

From February 17, 2009

through March 31, 2010 he was also our Co-Chief Executive Officer and has been our Chief Executive Officer since April 1, 2010.

January 1, 1999, he has also served as our President, and since October 23, 2015 he has also served as our Chairman.

From the Company’s

inception until December 31, 1998, Mr.

Berman was also our Executive Vice President.

From October 1991 to August 1995, Mr.

Berman was a Vice President and Managing Director of THQ International, Inc., a subsidiary of THQ.

From 1988 to 1991, he was President and an owner of Balanced Approach, Inc., a distributor of personal fitness products and services.

Zhao Xiaoqiang has been a Director since April 27, 2017.

Since 2002 Mr.

Zhao has been the Chairman of Meisheng Holding Co., a private holding company selling cultural products, and since 2007 he has been the Chairman of Meisheng Culture & Creative Corp.

Ltd., a public company (listed on the Shenzhen Stock Exchange in 2012) with 23 subsidiaries in the areas of manufacturing, animation, games, movies, online video, stage performance art, e-commerce and overseas investments.

Zhao is also a director of two of the Company’s subsidiaries, JAKKS Meisheng Animation (H.K.) Limited and JAKKS Meisheng Trading (Shanghai) Limited.

Zhao holds an EMBA from Zhejiang University.

Alexander Shoghi has been a Director since December 18, 2015.

Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong Kong.

a Vice President and Managing Director of THQ International, Inc., a subsidiary of THQ.

From 1988 to 1991, he was President and an owner

of Balanced Approach, Inc., a distributor of personal fitness products and services.

Mahabir, has been a Director since December 6, 2024.

Mahabir is Chief Executive Officer of LaRose Industries LLC, which manufactures

toy, activity, art and stationery products including under the brands RoseArt and Cra-Z-Art.

From 2006 until 2008 she was Chief Operating

Officer of Barton’s Confectionary, which manufactured chocolate products.

Mahabir joined RoseArt Industries, Corp, a toy and

stationery company, in 1988 as a customer service manager, then became head of sales and marketing, and was appointed executive vice

president of RoseArt Industries in 2000.

She served in that capacity until RoseArt Industries’ sale in 2005 and joined LaRose Industries

on its formation in 2008.

She graduated from the New Amsterdam Multilateral School in Guyana, South America and received a Bachelor of

Business Administration from the American Business Institute.

Shoghi has been a Director since December 18, 2015.

Shoghi is a Portfolio Manager at Oasis Management, a private investment management

firm headquartered in Hong Kong.

Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S.

as the founder and manager of Oasis Capital in Austin, Texas in early 2012.

the founder and manager of Oasis Capital in Austin, Texas in early 2012.

From 2004 to 2005, Mr.

Shoghi worked at Lehman Brothers in New York City.

Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University.

Shoghi worked at Lehman Brothers in New

Shoghi holds a Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown

Joshua Cascade has been a Director since August

Cascade is a private equity investor with over two decades of private equity experience.

From 2014 to 2018 he was a Managing Partner at Wellspring Capital Management, an American private equity firm focused on leveraged buyout investments in middle-market companies, where he previously served as a Partner from 2007 to 2014 and a Principal from 2002 to 2006.

As a Managing Partner, he was one of five individuals responsible for firm management.

From 2014 to 2018 he was a Managing

Partner at Wellspring Capital Management, an American private equity firm focused on leveraged buyout investments in middle-market companies,

where he previously served as a Partner from 2007 to 2014 and a Principal from 2002 to 2006.

As a Managing Partner, he was one of five

individuals responsible for firm management.

From 1998 to 2002, he was an associate at Odyssey Investment Partners.

From 1994 to 1998 he was an Analyst (1994-1996) and an Associate (1996-1998) at The Blackstone Group.

Cascade also teaches a course on leveraged buyouts at Yale School of Management and University of Michigan, Ross School of Business and is a frequent MBA lecturer at numerous institutions.

Cascade graduated with highest distinction from the University of Michigan, Ann Arbor, with a Bachelor of Arts degree in Business Administration.

From 1994 to 1998

he was an Analyst (1994-1996) and an Associate (1996-1998) at The Blackstone Group.

Cascade also teaches a course on leveraged buyouts

at Yale School of Management and University of Michigan, Ross School of Business and is a frequent MBA lecturer at numerous institutions.

Cascade graduated with highest distinction from the University of Michigan, Ann Arbor, with a Bachelor of Arts degree in Business

Administration.

Carole Levine has been a Director since September

Levine is currently a Consumer Products Marketing & Sales Consultant, where she works with clients in a range of industries, including toy manufacturing, entertainment, and food and beverage.

From 1994 to 2017, she held a number of positions at Mattel, Inc., an American multinational toy manufacturing company, including Vice President, Sales, Mattel & Fisher-Price Emerging Channels (from 2005 to 2012), Vice President, Global Marketing (from 2012 to 2015), Vice President, Interim General Manager, RoseArt (from 2015 to 2017) and Vice President, Retail Business Development - Mattel Consumer Products (from 2015 to 2017).

She has also been the Co-Chairman of the Children Affected by AIDS Foundation, Los Angeles for over 10 years and a member of the Licensing Industry Marketing Association.

She holds a Bachelor of Arts degree in Sociology from the University of Colorado, Boulder and participated in the Accelerated Executive Marketing Program at Northwestern University’s Kellogg School of Business.

Levine is currently a Consumer Products Marketing & Sales Consultant, where she works with clients in a range of industries,

including toy manufacturing, entertainment, and food and beverage.

From 1994 to 2017, she held a number of positions at Mattel, Inc.,

an American multinational toy manufacturing company, including Vice President, Sales, Mattel & Fisher-Price Emerging Channels (from

2005 to 2012), Vice President, Global Marketing (from 2012 to 2015), Vice President, Interim General Manager, RoseArt (from 2015 to 2017)

and Vice President, Retail Business Development - Mattel Consumer Products (from 2015 to 2017).

She has also been the Co-Chairman of the

Children Affected by AIDS Foundation, Los Angeles for over 10 years and a member of the Licensing Industry Marketing Association.

holds a Bachelor of Arts degree in Sociology from the University of Colorado, Boulder and participated in the Accelerated Executive Marketing

Program at Northwestern University’s Kellogg School of Business.

Matthew Winkler has been a Director since August

Winkler is currently a Managing Director at Benefit Street Partners (“BSP”), a leading credit-focused alternative asset management firm.

Winkler is currently a Managing Director at Benefit Street Partners (“BSP”), a leading credit-focused alternative

asset management firm.

Winkler joined Benefit Street Partners in July 2014.

Prior thereto, from November 2009 to March 2014, he worked in the Special Assets Group at Goldman Sachs.

Prior thereto, from November 2009 to March 2014, he worked

in the Special Assets Group at Goldman Sachs.

From July 2003 to November 2009, Mr.

Winkler held analyst positions at different firms, focusing on areas such as special situations, distressed debt, and mergers and acquisitions.

He holds a Bachelor of Arts in Public and Private Sector Organization from Brown University.

Winkler held analyst positions at different firms,

focusing on areas such as special situations, distressed debt, and mergers and acquisitions.

He holds a Bachelor of Arts in Public and

Private Sector Organization from Brown University.

Lori MacPherson has been a Director since September

MacPherson was an entertainment and consumer products executive with over two decades of experience at the Walt Disney Company, a multinational media and entertainment conglomerate.

From 2010-2014 she served as Executive Vice President, Global Product Management for The Walt Disney Studios.

Prior thereto she was Executive Vice President and General Manager of the global Walt Disney Studios Home Entertainment division (2009-2010), Senior Vice President and General Manager of Walt Disney Studios Home Entertainment North America (2006-2009) and held a variety of senior Marketing and Product Management positions (1991-2006).

MacPherson currently sits of the Board of Trustees at Polytechnic School in Pasadena, California.

She holds a Bachelor of Arts degree in French Literature from Pomona College.

Classification of Directors

In November 2019, our stockholders approved the Company’s Amended and Restated Certificate of Incorporation, which divided the Board of Directors into three classes, as nearly equal in number as possible with one class standing for election each year for a three-year term.

At our 2020 Annual Meeting we elected directors pursuant to a class system, directors in Class I were elected to a one-year term and directors in Class II were elected to a two-year term.

The directors in Class III were initially designated and identified in the Certificate of Designations with their initial terms expiring at the annual meeting of our stockholders to be held in 2023, and thereafter the directors in Class III were to be elected to a three-year term solely by the holders of our Series A Senior Preferred Stock and the common stockholders had no right to vote with respect to the election of such Class III directors.

However, pursuant to the terms of an agreement entered into as of August 3, 2022 between us and the holders of our Series A Preferred Stock, special rights granted to the preferred holders with respect to the election and/or nomination of certain directors have been terminated and the election of all of our directors are now voted on solely by our common stockholders.

At each Annual Meeting of Stockholders following the 2020 Annual Meeting the successors of the class of directors whose term expires shall be elected to hold office for a term expiring at the Annual Meeting of Stockholders to be held in the third year following the year of their election, with each director in each such class to hold office until his or her successor is duly elected and qualified.

Berman and Zhao are Class I Directors;

MacPherson was an entertainment and consumer products executive with over two decades of experience at the Walt Disney

Company, a multinational media and entertainment conglomerate.

From 2010-2014 she served as Executive Vice President, Global Product

Management for The Walt Disney Studios.

Prior thereto she was Executive Vice President and General Manager of the global Walt Disney

Studios Home Entertainment division (2009-2010), Senior Vice President and General Manager of Walt Disney Studios Home Entertainment

North America (2006-2009) and held a variety of senior Marketing and Product Management positions (1991-2006).

MacPherson currently

sits of the Board of Trustees at Polytechnic School in Pasadena, California.

She holds a Bachelor of Arts degree in French Literature

from Pomona College.

Classification

November 2019, our stockholders approved the Company’s Amended and Restated Certificate of Incorporation, which divided the Board

of Directors into three classes, as nearly equal in number as possible with one class standing for election each year for a three-year

At our 2020 Annual Meeting we elected directors pursuant to a class system, directors in Class I were elected to a one-year term

and directors in Class II were elected to a two-year term.

The directors in Class III were initially designated and identified in the

Certificate of Designations with their initial terms expiring at the annual meeting of our stockholders to be held in 2023, and thereafter

the directors in Class III were to be elected to a three-year term solely by the holders of our Series A Senior Preferred Stock and the

common stockholders had no right to vote with respect to the election of such Class III directors.

However, pursuant to the terms of

an agreement entered into as of August 3, 2022 between us and the holders of our Series A Preferred Stock, special rights granted to

the preferred holders with respect to the election and/or nomination of certain directors have been terminated and the election of all

of our directors are now voted on solely by our common stockholders.

At each Annual Meeting of Stockholders following the 2020 Annual

Meeting the successors of the class of directors whose term expires shall be elected to hold office for a term expiring at the Annual

Meeting of Stockholders to be held in the third year following the year of their election, with each director in each such class to hold

office until his or her successor is duly elected and qualified.

Berman and Ms.

Mahabir are Class I Directors;

Shoghi and Cascade, and Ms.

Levine are Class II Directors;

Winkler and Ms.

MacPherson are Class III Directors.

Qualifications for All Directors

In considering potential candidates for election to the Board, the Nominating Committee observes the following guidelines, among other considerations:

Qualifications

for All Directors

considering potential candidates for election to the Board, the Nominating Committee observes the following guidelines, among other considerations:

(i) the Board must include a majority of independent directors;

(ii) each candidate shall be selected without regard to age, sex, race, religion or national origin;

(iii) each candidate should have the highest level of personal and professional ethics and integrity and have the ability to work well with others;

(iv) each candidate should only be involved in activities or interests that do not conflict or interfere with the proper performance of the responsibilities of a director;

(v) each candidate should possess substantial and significant experience that would be of particular importance to the Company in the performance of the duties of a director;

and (vi) each candidate should have sufficient time available, and a willingness to devote the necessary time, to the affairs of the Company in order to carry out the responsibilities of a director, including, without limitation, consistent attendance at board and committee meetings and advance review of board and committee materials.

(ii) each candidate shall be selected without regard to age, sex, race,

religion or national origin;

(iii) each candidate should have the highest level of personal and professional ethics and integrity and

have the ability to work well with others;

(iv) each candidate should only be involved in activities or interests that do not conflict

or interfere with the proper performance of the responsibilities of a director;

(v) each candidate should possess substantial and significant

experience that would be of particular importance to the Company in the performance of the duties of a director;

and (vi) each candidate

should have sufficient time available, and a willingness to devote the necessary time, to the affairs of the Company in order to carry

out the responsibilities of a director, including, without limitation, consistent attendance at board and committee meetings and advance

review of board and committee materials.

The Chief Executive Officer will then interview such candidate.

The Nominating Committee then determines whether to recommend to the Board that a candidate be nominated for approval by the Company’s stockholders.

The manner in which the Nominating Committee evaluates a potential candidate does not differ based on whether the candidate is recommended by a stockholder of the Company.

With respect to nominating existing directors, the Nominating Committee reviews relevant information available to it, including the most recent individual director evaluations for such candidates, the number of meetings attended, his or her level of participation, biographical information, professional qualifications and overall contributions to the Company.

The Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for board membership.

However, California law requires that by the end of 2021 California-headquartered public companies with a board of directors the size of the Company have at least three female directors on its board and at least one director on its board who is from an underrepresented community, defined as “an individual who self identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self identifies as gay, lesbian, bisexual, or transgender.” In the event the size of the Company’s board remains the same, the law mandates that by the end of calendar 2022 the number of directors from underrepresented communities on the Company’s board be increased to have at least two directors from underrepresented communities.

Nasdaq has also adopted board diversity requirements, but the Company believes that by complying with the California diversity requirements it will be in compliance with the Nasdaq requirements.

The California diversity requirements have been found unconstitutional and are not currently applicable.

The Company’s board is currently in compliance with all applicable diversity requirements.

The Board has identified the following qualifications, attributes, experience and skills that are important to be represented on the Board as a whole:

The Nominating Committee then

determines whether to recommend to the Board that a candidate be nominated for approval by the Company’s stockholders.

in which the Nominating Committee evaluates a potential candidate does not differ based on whether the candidate is recommended by a

stockholder of the Company.

With respect to nominating existing directors, the Nominating Committee reviews relevant information available

to it, including the most recent individual director evaluations for such candidates, the number of meetings attended, his or her level

of participation, biographical information, professional qualifications and overall contributions to the Company.

Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional

experiences in evaluating candidates for board membership.

However, California law required that by the end of 2021 California-headquartered

public companies with a board of directors the size of the Company have at least three female directors on its board and at least one

director on its board who is from an underrepresented community, defined as “an individual who self identifies as Black, African

American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self identifies as gay,

lesbian, bisexual, or transgender.” In the event the size of the Company’s board remains the same, the law mandates that

by the end of calendar 2022 the number of directors from underrepresented communities on the Company’s board be increased to have

at least two directors from underrepresented communities.

Nasdaq has also adopted board diversity requirements, but the Company believes

that by complying with the California diversity requirements it will be in compliance with the Nasdaq requirements.

The California diversity

requirements have been found unconstitutional and are not currently applicable.

The Company’s board is currently in compliance

with all applicable diversity requirements.

Board has identified the following qualifications, attributes, experience and skills that are important to be represented on the Board

(i) management, leadership and strategic vision;

1 unchanged sentence

(iii) marketing and consumer experience;

and (iv) capital management.

The Board has determined that five of seven directors who serve on the Board as of the date hereof (Messrs.

Cascade, Shoghi and Winkler and Ms.

Levine and Ms.

MacPherson) are “independent,” as defined under the applicable rules of Nasdaq.

In making this determination, the Board or the Nominating Committee, as applicable, considered the standards of independence under the applicable rules of Nasdaq and all relevant facts and circumstances (including, without limitation, commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships) to ascertain whether any such person had a relationship that, in its opinion, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our directors serve in accordance with the Second Amended and Restated By-laws until their respective successors are elected and qualified or until their earlier death, disability, retirement, resignation or removal.

Our officers are elected annually by the Board and serve at its discretion.

None of our current independent directors, other than Mr.

Shoghi, has served as such for more than the past five years.

capital management.

Board has determined that six of seven directors who serve on the Board as of the date hereof (Messrs.

Cascade, Shoghi and Winkler and

MacPherson and Ms.

Mahabir) are “independent,” as defined under the applicable rules of Nasdaq.

this determination, the Board or the Nominating Committee, as applicable, considered the standards of independence under the applicable

rules of Nasdaq and all relevant facts and circumstances (including, without limitation, commercial, industrial, banking, consulting,

legal, accounting, charitable and familial relationships) to ascertain whether any such person had a relationship that, in its opinion,

would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

directors serve in accordance with the Third Amended and Restated By-laws until their respective successors are elected and qualified

or until their earlier death, disability, retirement, resignation or removal.

Our officers are elected annually by the Board and serve

at its discretion.

All of our current independent directors, other than Ms.

MacPherson and Ms.

Mahabir, have served as such for more

than the past five years.

Our current independent directors were selected for their financial management expertise (Messrs.

Cascade, Shoghi and Winkler) and general business and industry specific experience (Ms.

Levine and Ms.

We believe that the Board is best served by benefiting from this blend of business and financial expertise and experience.

Our remaining directors consist of our Chief Executive Officer (Mr.

Berman), who brings management’s perspective to the Board’s deliberations, and Mr.

Zhao, who contributes his business experience, including experience in manufacturing and his experience with Chinese markets, to the Board.

In October 2019 and February 2020, Mr.

Zhao Xiaoqiang was issued a warning by the Zhejiang Securities Regulatory Bureau of the China Securities Regulatory Commission and a “public condemnation” by the Shenzhen Stock Exchange, respectively, primarily due to his failure to fulfill his duties (as a director, controlling shareholder and de facto controller of Meisheng Cultural & Creative Co.

(“Meisheng Cultural”) diligently to cause Meisheng Cultural to comply with applicable PRC regulations and stock exchange rules relating to disclosure and internal control, as well as the use of funds of Meisheng Cultural by Meisheng Holdings Group Co., Ltd.

(“Meisheng Holdings”), an affiliate of Mr.

Zhao and the controlling shareholder of Meisheng Cultural, without proper authorization.

In addition, Mr.

Zhao and Meisheng Cultural were also requested to strengthen the study of relevant laws and regulations, establish and improve the strict implementation of financial and accounting management systems of Meisheng Cultural, improve Meisheng Cultural’s internal controls, proper governance and quality of information disclosure.

Other than the misuse of funds by his affiliate Meisheng Holdings, Mr.

Zhao was punished as a result of activities of Meisheng Cultural as he bears certain statutory responsibilities under the applicable PRC regulations and stock exchange rules as its de facto controller and Chairman of the board of directors.

Zhao has advised the Company that the aforementioned matters have nothing to do with his activities as a director of the Company, have all been ratified by Meisheng Cultural, and the related misused funds have been fully repaid by Meisheng Holdings.

Committees of the Board of Directors

We have an Audit Committee, a Compensation Committee and a Nominating Committee.

In August 2019 the Capital Allocation Committee, which was established as a standing committee in February 2016, was dissolved.

In the first quarter of 2024 we formed a Cybersecurity Oversight Committee.

Audit Committee .

In addition to risk management functions, the primary functions of the Audit Committee are to select or to recommend to the Board the selection of outside auditors;

to monitor our relationships with our outside auditors and their interaction with our management in order to ensure their independence and objectivity;

to review and assess the scope and quality of our outside auditor’s services, including the audit of our annual financial statements;

Shoghi and Winkler) and general business and industry specific experience (Ms.

MacPherson and Ms.

We believe that

the Board is best served by benefiting from this blend of business and financial expertise and experience.

Our remaining directors consist

of our Chief Executive Officer (Mr.

Berman), who contributes his general business and industry specific experience to the Board.

of the Board of Directors

have an Audit Committee, a Compensation Committee and a Nominating Committee.

In August 2019 the Capital Allocation Committee, which

was established as a standing committee in February 2016, was dissolved.

In the first quarter of 2024 we formed a Cybersecurity Oversight

In addition to risk management functions, the primary functions of the Audit Committee are to select or to recommend to

the Board the selection of outside auditors;

to monitor our relationships with our outside auditors and their interaction with our management

in order to ensure their independence and objectivity;

to review and assess the scope and quality of our outside auditor’s services,

including the audit of our annual financial statements;

to review our financial management and accounting procedures;

to review our financial statements with our management and outside auditors;

to review our financial

statements with our management and outside auditors;

and to review the adequacy of our system of internal accounting controls.

Effective as of their respective dates of appointment to the Board, Messrs.

as of their respective dates of appointment to the Board, Messrs.

Shoghi (Chair) and Winkler and Ms.

Levine are the members of the Audit Committee.

Each member of the Audit Committee is “independent” (as defined in NASD Rule 4200(a)(14)) and able to read and understand fundamental financial statements.

Shoghi, our audit committee financial expert, possesses the financial expertise required under Rule 401(h) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and NASD Rule 4350(d)(2) as a result of his experience as a portfolio manager at Oasis Management.

He is further “independent” as defined under Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

We will, in the future, continue to have (i) an Audit Committee of at least three members comprised solely of independent directors, each of whom will be able to read and understand fundamental financial statements (or will become able to do so within a reasonable period of time after his or her appointment);

and (ii) at least one member of the Audit Committee who will possess the financial expertise required under NASD Rule 4350(d)(2).

The Board has adopted a written charter for the Audit Committee, which reviews and reassesses the adequacy of that charter on an annual basis.

The full text of the charter is available on our website at www.jakks.com.

Compensation Committee .

In addition to risk oversight functions, the Compensation Committee makes recommendations to the Board regarding compensation of management employees and administers plans and programs relating to employee benefits, incentives, compensation and awards under the 2002 Stock Award and Incentive Plan (the “2002 Plan”).

Shoghi (Chair) and Winkler are the members of the Compensation Committee.

Mahabir are the members of the Audit

Each member of the Audit Committee is “independent” (as defined in NASD Rule 4200(a)(14)) and able to read and

understand fundamental financial statements.

Shoghi, our audit committee financial expert, possesses the financial expertise required

under Rule 401(h) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and NASD Rule 4350(d)(2)

as a result of his experience as a portfolio manager at Oasis Management.

He is further “independent” as defined under Item

7(d)(3)(iv) of Schedule 14A under the Exchange Act.

We will, in the future, continue to have (i) an Audit Committee of at least three

members comprised solely of independent directors, each of whom will be able to read and understand fundamental financial statements

(or will become able to do so within a reasonable period of time after his or her appointment);

and (ii) at least one member of the Audit

Committee who will possess the financial expertise required under NASD Rule 4350(d)(2).

The Board has adopted a written charter for the

Audit Committee, which reviews and reassesses the adequacy of that charter on an annual basis.

The full text of the charter is available

on our website at www.jakks.com.

In addition to risk oversight functions, the Compensation Committee makes recommendations to the Board regarding compensation

of management employees and administers plans and programs relating to employee benefits, incentives, compensation and awards under the

2002 Stock Award and Incentive Plan (the “2002 Plan”).

Shoghi (Chair) and Winkler are the members of the Compensation

The Board has determined that each of them is “independent,” as defined under the applicable rules of Nasdaq.

A copy of the Compensation Committee’s Charter is available on our website at www.jakks.com.

Executive officers that are members of the Board make recommendations to the Compensation Committee with respect to the compensation of other executive officers who are not on the Board.

Executive officers that are members

of the Board make recommendations to the Compensation Committee with respect to the compensation of other executive officers who are

not on the Board.

Except as otherwise prohibited, the Compensation Committee may delegate its responsibilities to subcommittees or individuals.

The Compensation Committee has the authority, in its sole discretion, to retain or obtain advice from a compensation consultant, legal counsel or other advisor and is directly responsible for the appointment, compensation and oversight of such persons.

The Company provides the appropriate funding to such persons as determined by the Compensation Committee, which also conducts an independence assessment of its outside advisors using the six factors contained in Exchange Act Rule 10C-1.

The Compensation Committee historically receives legal advice from our outside general counsel and has retained Willis Towers Watson, a compensation consulting firm, to directly advise the Compensation Committee from time to time.

The Compensation Committee also annually reviews the overall compensation of our executive officers to determine whether discretionary bonuses should be granted.

The Compensation Committee has the authority, in its sole discretion, to retain or obtain advice from a compensation consultant, legal

counsel or other advisor and is directly responsible for the appointment, compensation and oversight of such persons.

The Company provides

the appropriate funding to such persons as determined by the Compensation Committee, which also conducts an independent assessment of

its outside advisors using the six factors contained in Exchange Act Rule 10C-1.

The Compensation Committee receives legal advice from

our outside general counsel and retained Willis Towers Watson and Lipis Consulting, Inc, compensation consulting firms, to directly advise

the Compensation Committee from time to time.

Cook & Co., a compensation consulting firm, was consulted during 2023 and

Compensation Committee also annually reviews the overall compensation of our executive officers to determine whether discretionary bonuses

should be granted.

In 2024, Frederic W.

(FW Cook), a compensation consulting firm, presented a report to the Compensation Committee comparing our performance, size and executive compensation levels to those of peer group companies.

FW Cook also reviewed with the Compensation Committee the base salaries, annual bonuses, total cash compensation, long-term compensation and total compensation of our senior executive officers relative to those companies.

The performance comparison presented to the Compensation Committee each year includes a comparison of our total shareholder return, earnings per share growth, sales, net income (and one-year growth of both measures) to the peer group companies.

The Compensation Committee reviews this information along with details about the components of each executive officer’s compensation.

Nominating Committee .

In addition to risk oversight functions, the Nominating Committee develops our corporate governance system and reviews proposed new members of the Board, including those recommended by our stockholders.

Winkler (Chair), Cascade and MacPherson are the members of the Nominating Committee, which operates pursuant to a written charter adopted by the Board, the full text of which is available on our website at www.jakks.com.

The Board has determined that each member of the Nominating Committee is “independent,” as defined under the applicable rules of Nasdaq.

The Nominating Committee will annually review the composition of the Board and the ability of its current members to continue effectively as directors for the upcoming fiscal year.

presented a report to the Compensation Committee comparing our performance, size

and executive compensation levels to those of peer group companies.

also reviewed with the Compensation Committee

the non-employee director compensation program and benchmarking.

The performance comparison presented to the Compensation Committee each

year includes a comparison of our total shareholder return, earnings per share growth, sales, net income (and one-year growth of both

measures) to the peer group companies.

The Compensation Committee reviews this information along with details about the components of

each executive officer’s compensation.

In addition to risk oversight functions, the Nominating Committee develops our corporate governance system and reviews

proposed new members of the Board, including those recommended by our stockholders.

Mahabir (Chair), Mr.

Shoghi and Ms.

are the members of the Nominating Committee, which operates pursuant to a written charter adopted by the Board, the full text of which

is available on our website at www.jakks.com.

The Board has determined that each member of the Nominating Committee is “independent,”

as defined under the applicable rules of Nasdaq.

Nominating Committee will annually review the composition of the Board and the ability of its current members to continue effectively

as directors for the upcoming fiscal year.

The Nominating Committee established the position of Chairman of the Board in 2015.

In the ordinary course, absent special circumstances or a change in the criteria for Board membership, the Nominating Committee will re-nominate incumbent directors who continue to be qualified for Board service and are willing to continue as directors.

If the Nominating Committee thinks it is in the Company’s best interests to nominate a new individual for director in connection with an annual meeting of stockholders, or if a vacancy on the Board occurs between annual stockholder meetings or an incumbent director chooses not to run, the Nominating Committee will seek out potential candidates for Board appointment who meet the criteria for selection as a nominee and have the specific qualities or skills being sought.

Director candidates will be selected based on input from members of the Board, our senior management and, if the Nominating Committee deems appropriate, a third-party search firm.

The Nominating Committee will evaluate each candidate’s qualifications and check relevant references, and each candidate will be interviewed by at least one member of the Nominating Committee.

Candidates meriting serious consideration will meet with all members of the Board.

Based on this input, the Nominating Committee will evaluate whether a prospective candidate is qualified to serve as a director and whether the Nominating Committee should recommend to the Board that this candidate be appointed to fill a current vacancy on the Board, or be presented for the approval of the stockholders, as appropriate.

Stockholder recommendations for director nominees are welcome and should be sent to our Chief Financial Officer, who will forward such recommendations to the Nominating Committee, and should include the following information:

(a) all information relating to each nominee that is required to be disclosed pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(b) the names and addresses of the stockholders making the nomination and the number of shares of Common Stock which are owned beneficially and of record by such stockholders;

and (c) appropriate biographical information and a statement as to the qualification of each nominee, all of which must be submitted in the time frame described under the appropriate caption in our proxy statement.

The Nominating Committee will evaluate candidates recommended by stockholders in the same manner as candidates recommended by other sources, using additional criteria, if any, approved by the Board from time to time.

Our stockholder communication policy may be amended at any time with the Nominating Committee’s consent.

Pursuant to the Director Resignation Policy adopted by the Board following our 2014 Annual Meeting of Stockholders, if a nominee for director in an uncontested election receives less than a majority of the votes cast, the director must submit his resignation to the Board.

The Nominating Committee then considers such resignation and makes a recommendation to the Board concerning the acceptance or rejection of such resignation.

ordinary course, absent special circumstances or a change in the criteria for Board membership, the Nominating Committee will re-nominate

incumbent directors who continue to be qualified for Board service and are willing to continue as directors.

If the Nominating Committee

thinks it is in the Company’s best interests to nominate a new individual for director in connection with an annual meeting of

stockholders, or if a vacancy on the Board occurs between annual stockholder meetings or an incumbent director chooses not to run, the

Nominating Committee will seek out potential candidates for Board appointment who meet the criteria for selection as a nominee and have

the specific qualities or skills being sought.

Director candidates will be selected based on input from members of the Board, our senior

management and, if the Nominating Committee deems appropriate, a third-party search firm.

The Nominating Committee will evaluate each

candidate’s qualifications and check relevant references, and each candidate will be interviewed by at least one member of the

Nominating Committee.

Candidates meriting serious consideration will meet with members of the Board.

Based on this input, the Nominating

Committee will evaluate whether a prospective candidate is qualified to serve as a director and whether the Nominating Committee should

recommend to the Board that this candidate be appointed to fill a current vacancy on the Board, or be presented for the approval of the

stockholders, as appropriate.

Upon being informed of Mr.

Zhao’s intention to not stand for reelection at the 2024 Annual Meeting,

the Nominating Committee recommended that Ms.

Neilwantie Mahabir be selected as a nominee for director.

recommendations for director nominees are welcome and should be sent to our Chief Financial Officer, who will forward such recommendations

to the Nominating Committee, and should include the following information:

(a) all information relating to each nominee that is required

to be disclosed pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the

proxy statement as a nominee and to serving as a director if elected);

(b) the names and addresses of the stockholders making the nomination

and the number of shares of Common Stock which are owned beneficially and of record by such stockholders;

and (c) appropriate biographical

information and a statement as to the qualification of each nominee, all of which must be submitted in the time frame described under

the appropriate caption in our proxy statement.

The Nominating Committee will evaluate candidates recommended by stockholders in the

same manner as candidates recommended by other sources, using additional criteria, if any, approved by the Board from time to time.

stockholder communication policy may be amended at any time with the Nominating Committee’s consent.

to the Director Resignation Policy adopted by the Board following our 2014 Annual Meeting of Stockholders, if a nominee for director

in an uncontested election receives less than a majority of the votes cast, the director must submit his resignation to the Board.

Nominating Committee then considers such resignation and makes a recommendation to the Board concerning the acceptance or rejection of

such resignation.

This procedure was implemented following our 2016 Annual Meeting of Stockholders.

Cybersecurity Oversight Committee.

The Cybersecurity Oversight Committee is responsible for oversight of our risk assessment, risk management, disaster recovery procedures and cybersecurity risks.

It is anticipated that the Committee will meet at least quarterly with management and outside cybersecurity experts to discuss cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

Levine and Ms.

MacPherson are the members of the Committee.

The Board has determined that each of them is “independent,” as defined under the applicable rules of Nasdaq.

Special Committees.

Cybersecurity

Oversight Committee.

The Cybersecurity Oversight Committee is responsible for oversight of our risk assessment, risk management,

disaster recovery procedures and cybersecurity risks and the processes and procedures related to, and stemming from, cyber-related issues.

It is anticipated that the Committee will meet with management and outside cybersecurity experts to discuss cybersecurity-related news

events and discuss any updates to our cybersecurity risk management and strategy programs.

Levine (Chair) and Ms.

MacPherson are

the members of the Committee.

The Board has determined that each of them is “independent,” as defined under the applicable

rules of Nasdaq.

In addition to the above-described standing committees, the Board establishes special committees as it deems warranted.

Executive Officers

Our executive officers are elected by our Board of Directors and serve pursuant to the terms of their respective employment agreements.

One of our executive officers, Stephen G.

executive officers are elected by our Board of Directors and serve pursuant to the terms of their respective employment agreements.

of our executive officers, Stephen G.

Berman, is also a Director of the Company.

3 unchanged sentences

Kimble became our Executive Vice President and Chief Financial Officer on November 20, 2019.

Kimble worked for over 12 years at various positions at The Walt Disney Company, ultimately as VP/Finance, Strategy, Operations and Business Development.

More recently, Mr.

Kimble worked for over 12 years at

various positions at The Walt Disney Company, ultimately as VP/Finance, Strategy, Operations and Business Development.

More recently,

Kimble spent six years at Mattel, Inc.

where he served in various positions and concluded his career there as VP/Head of Corporate Development - Licensing Acquisitions - M&A.

In between his service at Disney and Mattel, he spent two years as an entrepreneur at a start-up gaming company.

where he served in various positions and concluded his career there as VP/Head of Corporate

Development - Licensing Acquisitions - M&A.

In between his service at Disney and Mattel, he spent two years as an entrepreneur at

a start-up gaming company.

He began his career as a consultant for Mars & Co., a global strategy consulting firm.

Kimble received his Bachelor’s Degree in Management Science, Concentration in Finance, Minor in Economics from the Sloan School, Massachusetts Institute of Technology (M.I.T.) and has a Master of Business Administration (MBA) from the Wharton School of the University of Pennsylvania.

During 2023, John J.

(Jack) McGrath served as our Chief Operating Officer, a position he has held since 2011, and was responsible for the Company’s global operations.

He brought more than 24 years of experience, having served as our Executive Vice President of Operations from December 2007 until August 2011 when he became our Chief Operating Officer.

McGrath was our Vice President of Marketing from 1999 to August 2003 and Senior Vice President of Operations until 2007.

Effective January 1, 2004, Mr.

McGrath will be assigned to, and work out of, our United Kingdom office as President European Operations and he will no longer be Executive Vice President & Chief Operating Officer of the Company.

Prior to joining the Company, Mr.

McGrath was a Brand Marketer for Hot Wheels® at Mattel Inc.

and part of its Asia Pacific marketing team.

McGrath served honorably in the U.S.

Army and holds a Bachelor of Science degree in Marketing.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us during and for 2023, all Forms 3, 4 and 5 required to be filed during 2023 by our Directors and executive officers were timely filed, except for one Form 4 filed one day late by each of our executive officers.

Stockholder Communications

Stockholders interested in communicating with the Board may do so by writing to any or all directors, care of our Chief Financial Officer, at our principal executive offices.

Our Chief Financial Officer will log in all stockholder correspondence and forward to the director addressee(s) all communications that, in his judgment, are appropriate for consideration by the directors.

Any director may review the correspondence log and request copies of any correspondence.

Examples of communications that would be considered inappropriate for consideration by the directors include, but are not limited to, commercial solicitations, trivial, obscene, or profane items, administrative matters, ordinary business matters, or personal grievances.

Correspondence that is not appropriate for Board review will be handled by our Chief Financial Officer.

All appropriate matters pertaining to accounting or internal controls will be brought promptly to the attention of our Audit Committee Chair.

(b) the names and addresses of the stockholders making the nomination and the number of shares of Common Stock which are owned beneficially and of record by such stockholders;

and (c) appropriate biographical information and a statement as to the qualification of each nominee, and must be submitted in the time frame described under the caption, “Stockholder Proposals for 2024 Annual Meeting,” in our Proxy Statement for the 2023 Annual Meeting.

Our stockholder communication policy may be amended at any time with the consent of the Nominating Committee.

Code of Ethics

We have a Code of Ethics (which we call a Code of Conduct) that applies to all our employees, officers and directors.

This Code was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

During 2023 the Code was updated and we have posted on our website, www.jakks.com, the full text of such updated Code.

We will disclose when there have been waivers of, or amendments to, such Code, as required by the rules and regulations promulgated by the SEC and/or Nasdaq.

Pursuant to our Code of Conduct, all of our employees are required to disclose to our General Counsel, the Board or any committee established by the Board to receive such information, any material transaction or relationship that reasonably could be expected to give rise to actual or apparent conflicts of interest between any of them, personally, and the Company.

Our Code of Conduct also directs all employees to avoid any self-interested transactions without full disclosure.

This policy, which applies to all of our employees, is reiterated in our Employee Handbook which states that a violation of this policy could be grounds for termination.

In approving or rejecting a proposed transaction, our General Counsel, the Board or a designated committee of the Board will consider the facts and circumstances available and deemed relevant, including, but not limited to, the risks, costs and benefits to us, the terms of the transactions, the availability of other sources for comparable services or products, and, if applicable, the impact on director independence.

Upon concluding their review, they will only approve those agreements that, in light of known circumstances, are in or are not inconsistent with, our best interests, as they determine in good faith.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee during the last fiscal year was or previously had been an executive officer or employee of ours, or was party to any related person transaction within the meaning of Item 404 of Regulation S-K under the Securities Act.

None of our executive officers has served as a director or member of a compensation committee (or other board committee performing equivalent functions) of any other entity, one of whose executive officers served as a director or a member of the Compensation Committee.

Kimble received

his Bachelor’s Degree in Management Science, Concentration in Finance, Minor in Economics from the Sloan School, Massachusetts

Institute of Technology (M.I.T.) and has a Master of Business Administration (MBA) from the Wharton School of the University of Pennsylvania.

16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 and

amendments thereto furnished to us during and for 2024, all Forms 3, 4 and 5 required to be filed during 2024 by our directors and executive

officers were timely filed.

Communications

interested in communicating with the Board may do so by writing to any or all directors, care of our Chief Financial Officer, at our

principal executive offices.

Our Chief Financial Officer will log in all stockholder correspondence and forward to the director addressee(s)

all communications that, in his judgment, are appropriate for consideration by the directors.

Any director may review the correspondence

log and request copies of any correspondence.

Examples of communications that would be considered inappropriate for consideration by

the directors include, but are not limited to, commercial solicitations, trivial, obscene, or profane items, administrative matters,

ordinary business matters, or personal grievances.

Correspondence that is not appropriate for Board review will be handled by our Chief

Financial Officer.

All appropriate matters pertaining to accounting or internal controls will be brought promptly to the attention of

our Audit Committee Chair.

recommendations for director nominees are welcome and should be sent to our Chief Financial Officer, who will forward such recommendations

to the Nominating Committee, and should include the following information:

(a) all information relating to each nominee that is required

to be disclosed pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the

proxy statement as a nominee and to serving as a director if elected);

(b) the names and addresses of the stockholders making the nomination

and the number of shares of Common Stock which are owned beneficially and of record by such stockholders;

and (c) appropriate biographical

information and a statement as to the qualification of each nominee, and must be submitted in the time frame described under the caption,

“Stockholder Proposals for 2025 Annual Meeting,” in our Proxy Statement for the 2024 Annual Meeting.

The Nominating Committee

will evaluate candidates recommended by stockholders in the same manner as candidates recommended by other sources, using additional

criteria, if any, approved by the Board from time to time.

Our stockholder communication policy may be amended at any time with the consent

of the Nominating Committee.

have a Code of Ethics (which we call a Code of Conduct) that applies to all our employees, officers and directors.

This Code was filed

as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

During 2023 the Code was updated and we

have posted on our website, www.jakks.com, the full text of such updated Code.

We will disclose when there have been waivers of, or amendments

to, such Code, as required by the rules and regulations promulgated by the SEC and/or Nasdaq.

to our Code of Conduct, all of our employees are required to disclose to our General Counsel, the Board or any committee established

by the Board to receive such information, any material transaction or relationship that reasonably could be expected to give rise to

actual or apparent conflicts of interest between any of them, personally, and the Company.

Our Code of Conduct also directs all employees

to avoid any self-interested transactions without full disclosure.

This policy, which applies to all of our employees, is reiterated

in our Employee Handbook which states that a violation of this policy could be grounds for termination.

In approving or rejecting a proposed

transaction, our General Counsel, the Board or a designated committee of the Board will consider the facts and circumstances available

and deemed relevant, including, but not limited to, the risks, costs and benefits to us, the terms of the transactions, the availability

of other sources for comparable services or products, and, if applicable, the impact on director independence.

Upon concluding their

review, they will only approve those agreements that, in light of known circumstances, are in or are not inconsistent with, our best

interests, as they determine in good faith.

Committee Interlocks and Insider Participation

member of the Compensation Committee during the last fiscal year was or previously had been an executive officer or employee of ours

or was party to any related person transaction within the meaning of Item 404 of Regulation S-K under the Securities Act.

executive officers has served as a director or member of a compensation committee (or other board committee performing equivalent functions)

of any other entity, one of whose executive officers served as a director or a member of the Compensation Committee.

Trading Policy

Company has adopted a Securities Trading and Insider Information Policy which governs the purchase, sale, and/or other dispositions of

the Company’s securities by directors, officers and employees, that are reasonably designed to promote compliance with insider

trading laws.

In addition, the Policy also prohibits executive officers and members of the Company’s Board of Directors and their

family members from buying or selling market options or other exchange-traded derivative securities related to the Company and from engaging

in short sales of securities of the Company.

A copy of the policy is filed as an exhibit to this annual report.

Executive Compensation

We believe that a strong management team comprised of highly talented individuals in key positions is critical to our ability to deliver sustained growth and profitability, and our executive compensation program is an important tool for attracting and retaining such individuals.

believe that a strong management team comprised of highly talented individuals in key positions is critical to our ability to deliver

sustained growth and profitability, and our executive compensation program is an important tool for attracting and retaining such individuals.

We also believe that our people are our most important resource.

While some companies may enjoy an exclusive or limited franchise or are able to exploit unique assets or proprietary technology, we depend fundamentally on the skills, relationships, energy and dedication of our employees to drive our business.

It is only through their constant efforts that we are able to innovate through the creation of new products and the continual rejuvenation of our product lines, to maintain operating efficiencies, and to develop and exploit marketing channels.

With this in mind, we have consistently sought to employ the most talented, accomplished and energetic people available in the industry.

Therefore, we believe it is vital that our named executive officers receive an aggregate compensation package that is both highly competitive with the compensation received by similarly-situated executive officers, and also reflective of each individual named executive officer’s contributions to our success on both a long-term and short-term basis.

Our executive compensation program is administered by the Compensation Committee.

Historically, the base salary, bonus structure and long-term equity compensation of our executive officers are governed by the terms of their individual employment agreements (see “Employment Agreements and Termination of Employment Arrangements”) and we expect that to continue in the future.

The Compensation Committee receives legal advice from our outside general counsel and in previous years has retained a compensation consulting firm, such as Willis Towers Watson and Lipis Consulting, Inc., which provided advice directly to the Compensation Committee.

Historically, factors given considerable weight in establishing bonus performance criteria are Net Sales, Adjusted EPS, which is the net earnings per share of our common stock calculated on a fully-diluted basis in accordance with GAAP, and Adjusted EBITDA applied on a basis consistent with past periods, as adjusted in the sole discretion of the Compensation Committee to take account of extraordinary or special items.

The current employment agreements with our named executive officers also give the Compensation Committee the authority to award additional compensation to each of them as it determines in the Committee’s sole discretion based upon criteria it establishes.

The Compensation Committee also annually reviews the overall compensation of our named executive officers for the purpose of determining whether discretionary bonuses should be granted.

The Compensation Committee annually reviews the base salaries, annual bonuses, total cash compensation, long-term compensation and total compensation of our senior executive officers.

The compensation packages for the Company’s senior executives have both performance-based and non-performance based elements.

Based on its review of each named executive officer’s total compensation opportunities and performance, and the Company’s performance, the Compensation Committee determines each year’s compensation in the manner that it considers to be most likely to achieve the objectives of our executive compensation program.

The specific elements, which include base salary, annual cash incentive compensation and long-term equity compensation, are described below.

The Compensation Committee has negative discretion to adjust performance results used to determine annual incentive and the vesting schedule of long-term incentive payouts to the named executive officers and has discretion to grant bonuses even if the performance targets were not met.

Our executive officers receive base salary pursuant to the terms of their employment agreement.

Berman has been an executive officer at least since his entry into his employment agreement in 2010, Mr.

McGrath became an executive officer on August 23, 2011 pursuant to the terms of an amendment to his employment agreement, and Mr.

Kimble became an executive officer when he entered into a letter employment agreement on November 20, 2019.

Pursuant to the terms of the employment agreements for Messrs.

Berman and McGrath in effect as of January 1, 2023, they each receive a base salary which is increased automatically each year by at least $25,000 and $15,000, respectively.

The employment agreement for Mr.

Kimble provides for an automatic 4% annual increase in base salary.

Any increase or further increase in base salary, as the case may be above the contractually required minimum increase, is determined by the Compensation Committee.

The function of the annual cash bonus is to establish a direct correlation between the annual incentives awarded to the participants and our financial performance.

This purpose is in keeping with our compensation program’s objective of aligning a significant portion of each executive’s total compensation with our annual performance and the interests of our shareholders.

The employment agreements for Messrs.

Berman, McGrath and Kimble contemplated that the Compensation Committee may grant discretionary bonuses in situations where, in its sole judgment, it believes they are warranted.

Long-term compensation is an area of particular emphasis in our executive compensation program because we believe that these incentives foster the long-term perspective necessary for our continued success.

This emphasis is in keeping with our compensation program objective of aligning a significant portion of each executive’s total compensation with our long-term performance and the interests of our shareholders.

We currently favor the issuance of restricted stock units over granting stock options.

The Compensation Committee believes that the award of full-value shares that vest over time is consistent with our overall compensation philosophy and objectives, as the value of the restricted stock units vary based upon the performance of our common stock, thereby aligning the interests of our executives with our shareholders.

The Committee has also determined that awards of restricted stock units are anti-dilutive as compared to stock options inasmuch as it feels that less restricted units have to be granted to match the compensation value of stock options.

Berman’s 2010 amended and restated employment provided for annual grants of $500,000 of restricted stock which vest in equal annual installments through January 1, 2017, which was one year following the life of the agreement, subject to meeting the 3% vesting condition, as defined in the agreement.

As described in greater detail below, pursuant to the 2012 amendment, commencing in 2013, this bonus changed to $3,500,000 of restricted stock, part of which vests over four years and part of which are subject to performance milestones with cliff vesting spread out over three years.

McGrath’s amended employment agreement provides for annual grants of $75,000 of restricted stock which vests in equal installments over three years subject to meeting certain EPS milestones.

As explained in greater detail below (see “Employment Agreements and Termination of Employment Arrangement”), it was changed to $1,000,000 of restricted stock effective January 1, 2017 subject in part to time vesting over four years and in part to performance milestones with cliff vesting spread over three years.

Kimble’s employment agreement provided for a grant of $250,000 of restricted stock units (“RSU”) for the initial year and annual grants of $500,000 of RSUs thereafter subject in part to time vesting over three years and in part to performance milestones with cliff vesting spread over three years.

The milestone targets for each of these employment agreements are established by the Compensation Committee during the first quarter of each year.

While some companies may enjoy an exclusive or limited franchise or

are able to exploit unique assets or proprietary technology, we depend fundamentally on the skills, relationships, energy and dedication

of our employees to drive our business.

It is only through their constant efforts that we are able to innovate through the creation of

new products and the continual rejuvenation of our product lines, to maintain operating efficiencies, and to develop and exploit marketing

With this in mind, we have consistently sought to employ the most talented, accomplished and energetic people available in

the industry.

Therefore, we believe it is vital that our named executive officers receive an aggregate compensation package that is both

highly competitive with the compensation received by similarly-situated executive officers, and also reflective of each individual named

executive officer’s contributions to our success on both a long-term and short-term basis.

As discussed in greater depth below,

the objectives of our compensation program are designed to execute this philosophy by compensating our executives at the top quartile

of their peers.

executive compensation program is designed with three main objectives:

offer a competitive total compensation opportunity that will allow us to continue to retain and motivate highly talented individuals

to fill key positions;

align a significant portion of each executive’s total compensation with our annual performance and the interests of our stockholders;

the qualifications, skills, experience and responsibilities of our executives.

executive compensation program is administered by the Compensation Committee.

The Compensation Committee receives legal advice from our

outside general counsel and in previous years has retained a compensation consulting firm, such as Willis Towers Watson, Frederic W.

and Lipis Consulting, Inc., which provides advice directly to the Compensation Committee.

Historically, the base salary,

bonus structure and long-term equity compensation of our executive officers are governed by the terms of their individual employment

agreements (see “Employment Agreements and Termination of Employment Arrangements”) and we expect that to continue in the

With respect to our executive officers, the Compensation Committee establishes target performance levels for incentive bonuses

based on factors that are designed to further our executive compensation objectives.

Historically,

factors given considerable weight in establishing bonus performance criteria are Net Sales, Adjusted EPS, which is the net income per

share of our common stock calculated on a fully-diluted basis in accordance with GAAP, and Adjusted EBITDA applied on a basis consistent

with past periods, as adjusted in the sole discretion of the Compensation Committee to take account of extraordinary or special items.

However, since at least 2019, bonus performance has been based exclusively upon adjusted EBITDA.

In 2025 an additional performance bonus

was established based solely upon the market performance of our common stock.

2021, the Company amended the employment agreements between the Company and each of Mr.

Berman, our Chief Executive Officer,

John (a/k/a Jack) McGrath, our then Chief Operating Officer, and Mr.

John Kimble, our Chief Financial Officer.

The purpose of the

amendments was to change the issuance, past and future, of all restricted stock awards to restricted stock units.

All other material

terms of the respective employment agreements remained the same, including without limitation, the terms of all such grants including

the timing of all vesting periods and the vesting benchmarks.

current employment agreements with our named executive officers also give the Compensation Committee the authority to award additional

compensation to each of them as it determines in the Committee’s sole discretion based upon criteria it establishes.

Compensation Committee also annually reviews the overall compensation of our named executive officers for the purpose of determining

whether discretionary bonuses should be granted.

The Compensation Committee annually reviews the base salaries, annual bonuses, total

cash compensation, long-term compensation and total compensation of our senior executive officers.

executive officers receive base salary pursuant to the terms of their employment agreements.

Berman has been an executive officer

at least since his entry into his employment agreement in 2010, Mr.

McGrath became an executive officer on August 23, 2011 pursuant to

the terms of an amendment to his employment agreement, and Mr.

Kimble became an executive officer when he entered into a letter employment

agreement on November 20, 2019.

McGrath ceased being an executive officer effective January 1, 2024 when he assumed the position

of President European Operations in our United Kingdom office.

Compensation Committee also annually reviews the overall compensation of our named executive officers for the purpose of determining

whether discretionary bonuses should be granted.

The Compensation Committee consulted with a compensation consultant in 2023 and 2024.

compensation packages for the Company’s senior executives have both performance-based and non-performance-based elements.

on its review of each named executive officer’s total compensation opportunities and performance, and the Company’s performance,

the Compensation Committee determines each year’s compensation in the manner that it considers to be most likely to achieve the

objectives of our executive compensation program.

The specific elements, which include base salary, annual cash incentive compensation

and long-term equity compensation, are described below.

Compensation Committee has negative discretion to adjust performance results used to determine annual incentive and the vesting schedule

of long-term incentive payouts to the named executive officers and has discretion to grant bonuses even if the performance targets were

to the terms of the employment agreement for Messrs.

Berman and Kimble in effect as of January 1, 2024, they each receive a base salary

which is increased automatically each year by at least $25,000 and 4%, respectively.

Any further increase in base salary above the contractually

required minimum increase is determined by the Compensation Committee based on the Compensation Committee’s analysis of a combination

of two factors:

the salaries paid in peer group companies to executives with similar responsibilities, and evaluation of the executive’s

unique role, job performance and other circumstances.

Evaluating both of these factors allows us to offer a competitive total compensation

value to each individual named executive officer that takes into account the unique attributes of and circumstances relating to each

individual and marketplace factors.

This approach has allowed us to continue to meet our objective of offering competitive total compensation

value and attracting and retaining key personnel.

Based on its review of these factors, the Compensation Committee has generally determined

not to increase the base salary of Messrs.

Berman and Kimble above the contractually required minimum increase as unnecessary to maintain

our competitive total compensation position in the marketplace.

function of the annual cash bonus is to establish a direct correlation between the annual incentives awarded to the participants and

our financial performance.

This purpose is in keeping with our compensation program’s objective of aligning a significant portion

of each executive’s total compensation with our annual performance and the interests of our shareholders.

The employment agreements

Berman, McGrath and Kimble contemplated that the Compensation Committee may grant discretionary bonuses in situations where,

in its sole judgment, it believes they are warranted.

No discretionary bonuses were awarded for 2022, 2023 and 2024 to any executive

compensation is an area of particular emphasis in our executive compensation program because we believe that these incentives foster

the long-term perspective necessary for our continued success.

This emphasis is in keeping with our compensation program objective of

aligning a significant portion of each executive’s total compensation with our long-term performance and the interests of our shareholders.

Historically,

our long-term compensation program focused on the granting of stock options that vested over time.

However, commencing in 2006 we began

shifting the emphasis of this element of compensation, and we currently favor the issuance of restricted stock units.

The Compensation

Committee believes that the award of full-value shares that vest over time is consistent with our overall compensation philosophy and

objectives, as the value of the restricted stock units vary based upon the performance of our common stock, thereby aligning the interests

of our executives with our shareholders.

The Compensation Committee has also determined that awards of restricted stock units are anti-dilutive

as compared to stock options inasmuch as it feels that less restricted units have to be granted to match the compensation value of stock

Berman’s 2010 amended and restated employment provided for annual grants of $500,000 of restricted stock which vest in equal annual

installments through January 1, 2017, which was one year following the life of the agreement, subject to meeting the 3% vesting condition,

as defined in the agreement.

As described in greater detail below, pursuant to the 2012 amendment, commencing in 2013, this bonus changed

to $3,500,000 of restricted stock, part of which vests over four years and part of which are subject to performance milestones with cliff

vesting spread out over three years.

Kimble’s employment agreement provided for a grant of $250,000 of restricted stock units

(“RSUs”) for the initial year and annual grants of $500,000 of RSUs thereafter subject in part to time vesting over three

years and in part to performance milestones with cliff vesting spread over three years.

The milestone targets for each of these employment

agreements are established by the Compensation Committee during the first quarter of each year.

The employment agreements for Messrs.

Berman, McGrath and Kimble also provide for an annual performance bonus based upon net revenue and EBITDA criteria.

This bonus, if earned, is payable partially in cash and partially in shares of restricted common stock.

Berman, McGrath and Mr.

Kimble, earned 100% of the bonus based on Total Shareholders Return, EBITDA, and 50% of the bonus based on Net Revenue in 2022, and 75% of the bonus based upon EBITDA criteria for 2021.

Berman and Kimble also provide for an annual performance bonus based upon net revenue and EBITDA criteria.

This bonus, if earned, is

payable partially in cash and partially in shares of restricted common stock.

Berman and Kimble, earned 100% of the bonus based

on Total Shareholders Return, EBITDA, and 50% of the bonus based on Net Revenue in 2022.

In 2023 Messrs.

Berman, McGrath and Mr.

Kimble, earned 100% of the cash-payable bonus based on Total Shareholders Return, EBITDA, and 50% of the bonus based on Net Revenue in 2023.

In 2023 only Mr.

Berman and Kimble, earned 100%

of the cash-payable bonus based on Total Shareholders Return, EBITDA, and 50% of the bonus based on Net Revenue in 2023.

Kimble had unvested performance-based RSUs outstanding and earned 100% of the bonus based on Total Shareholders Return.

On September 27, 2021, we amended the employment agreements of all of our executive officers, to change the issuance, past and future, of all restricted stock awards to restricted stock units.

All other material terms of the respective employment agreements remain the same, including without limitation, the terms of all such grants including the timing of all vesting periods and the vesting benchmarks.

Berman’s, McGrath's and Kimble’s employment agreement also provide for an additional bonus solely in the discretion of the Compensation Committee.

After a review of all of the factors discussed above, the Compensation Committee determined that, in keeping with our compensation objectives, Messrs.

Berman and McGrath were not awarded any discretionary cash bonuses for 2023, 2022 or 2021.

Kimble received a nil, nil, and $284,685 discretionary bonus for 2023, 2022 and 2021, respectively.

Our executive officers participate in the health and dental coverage, life insurance, paid vacation and holidays, 401(k) retirement savings plans and other programs that are generally available to all of the Company’s employees.

The provision of any additional perquisites to each of the named executive officers is subject to review by the Compensation Committee.

Historically, these perquisites include payment of an automobile allowance and matching contributions to a 401(k) defined contribution plan.

In 2020 to 2023, the named executive officers were granted the following perquisites:

automobile allowance and 401(k) plan matching contribution for Messrs.

Berman, McGrath and Kimble;

In 2024 Messrs.

Berman and Kimble earned 100% of the cash-payable bonus based on EBITDA, and Messr.

Kimble earned 100% and 50% of the remaining performance-based

RSUs outstanding, based on EBITDA and Net Revenue, respectively.

Berman’s and Kimble’s employment agreements also provide for an additional bonus solely in the discretion of the Compensation

After a review of all of the factors discussed above, the Compensation Committee determined that, in keeping with our compensation

objectives, Messrs.

Berman and Kimble were not awarded any discretionary cash bonuses for 2022, 2023 or 2024.

executive officers participate in the health and dental coverage, life insurance, paid vacation and holidays, 401(k) retirement savings

plans and other programs that are generally available to all the Company’s employees.

provision of any additional perquisites to each of the named executive officers is subject to review by the Compensation Committee.

Historically,

these perquisites include payment of an automobile allowance and matching contributions to a 401(k) defined contribution plan.

2023 and 2024, the named executive officers were granted the following perquisites:

automobile allowance and 401(k) plan matching contribution

Berman and Kimble;

and a life insurance benefit for Mr.

We value perquisites at their incremental cost in accordance with SEC regulations.

We believe that the benefits and perquisites we provide to our named executive officers are within competitive practice and customary for executives in key positions at comparable companies.

Such benefits and perquisites serve our objective of offering competitive compensation that allows us to continue to attract, retain and motivate highly talented people to these critical positions, ultimately providing a substantial benefit to our shareholders.

We recognize that, as with any public company, it is possible that a change of control may take place in the future and that the threat or occurrence of a change of control can result in significant distractions of key management personnel because of the uncertainties inherent in such a situation.

We further believe that it is essential and in the best interests of the Company and our shareholders to retain the services of our key management personnel in the event of the threat or occurrence of a change of control and to ensure their continued dedication and efforts in such event without undue concern for their personal financial and employment security.

In keeping with this belief and its objective of retaining and motivating highly talented individuals to fill key positions, which is consistent with our general compensation philosophy, the employment agreement for named chief executive officers contain provisions which guarantee specific payments and benefits upon a termination of employment without good reason following a change of control of the Company.

In addition, the employment agreements also contain provisions providing for certain lump-sum payments if the executive is terminated without “cause” or if we materially breach the agreement leading the affected executive to terminate the agreement for good reason, as applicable.

Additional details of the terms of the change of control agreements and termination provisions outlined above are provided below.

At our 2023 annual meeting, our shareholders approved our current executive compensation with over a majority of all shares actually voting on the issue affirmatively giving their approval.

Accordingly, we believe that this vote ratifies our executive compensation philosophy and policies, as currently adopted and implemented, and we intend to continue such philosophy and policies.

Summary Compensation Table – 2022-2023

Incentive Plan

Principal Position

Chief Executive Officer,

President and Secretary

Chief Operating Officer

Executive Vice President

and Chief Financial Officer

We value perquisites at their incremental cost in accordance

with SEC regulations.

believe that the benefits and perquisites we provide to our named executive officers are within competitive practice and customary for

executives in key positions at comparable companies.

Such benefits and perquisites serve our objective of offering competitive compensation

that allows us to continue to attract, retain and motivate highly talented people to these critical positions, ultimately providing a

substantial benefit to our shareholders.

recognize that, as with any public company, it is possible that a change of control may take place in the future and that the threat

or occurrence of a change of control can result in significant distractions of key management personnel because of the uncertainties

inherent in such a situation.

We further believe that it is essential and in the best interests of the Company and our shareholders to

retain the services of our key management personnel in the event of the threat or occurrence of a change of control and to ensure their

continued dedication and efforts in such event without undue concern for their personal financial and employment security.

with this belief and its objective of retaining and motivating highly talented individuals to fill key positions, which is consistent

with our general compensation philosophy, the employment agreement for named chief executive officers contain provisions which guarantee

specific payments and benefits upon a termination of employment without good reason following a change of control of the Company.

addition, the employment agreements also contain provisions providing for certain lump-sum payments if the executive is terminated without

“cause” or if we materially breach the agreement leading the affected executive to terminate the agreement for good reason,

as applicable.

Risk Management

part of its annual review of our executive compensation program, the Compensation Committee reviews with management the design and operation

of our incentive compensation arrangements for senior management, including executive officers, to determine if such programs might encourage

inappropriate risk-taking that could have a material adverse effect on the Company.

The Compensation Committee considers, among other

things, the features of the Company’s compensation program that are designed to mitigate compensation-related risk, such as the

performance objectives and target levels for incentive awards (which are based on overall Company performance), and its compensation

recoupment policy.

The Compensation Committee also considers our internal control structure which, among other things, limits the number

of persons authorized to execute material agreements, requires approval of our Board of Directors for matters outside of the ordinary

course and its whistle blower program.

Based upon the above, the Compensation Committee concluded that any risks arising from the Company’s

compensation plans, policies and practices are not reasonably likely to have a material adverse effect on the Company.

details of the terms of the change of control agreements and termination provisions outlined above are provided below.

our 2024 annual meeting, our shareholders approved our current executive compensation with over a majority of all shares actually voting

on the issue affirmatively giving their approval.

Accordingly, we believe that this vote ratifies our executive compensation philosophy

and policies, as currently adopted and implemented, and we intend to continue such philosophy and policies.

Compensation Table – 2022-2024

Executive Officer,

and Secretary

Vice President

Chief Financial Officer

Berman, the grant-date fair value of the awards assuming 100% achievement of the applicable performance conditions totaled the lesser of (a) $3.5 million in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 2.25% of outstanding shares of Common Stock in 2024, 2023 and 2022, respectively.

McGrath, the grant-date fair value of the awards assuming 100% achievement of the applicable performance conditions totaled the lesser of (a) $0.5 million in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 1.05% of outstanding shares of Common Stock in 2023 and 2022, respectively.

Kimble the grant-date fair value of the awards assuming 100% achievement of the applicable performance conditions totaled $877,410, $843,648 and 540,800 in 2024, 2023 and 2022.

The awards to Mr.

Berman and Mr.

McGrath are capped at the amount of available shares in the Plan.

Berman are capped at the amount of available shares in the Plan.

Represents automobile allowances paid in the amount of $3,846, $24,306 and $22,528 for Mr.

Berman for 2023 and 2022, respectively, $14,400 for Mr.

McGrath for both 2023 and 2022, and $18,000 and $13,000 for Mr.

Berman for 2024, 2023 and 2022, respectively, and $18,000, $18,000 and $13,000 for Mr.

Kimble for 2024, 2023 and 2022, respectively.

The amounts include matching contributions made by us to the Named Executive Officer’s 401(k) defined contribution plan in the amount of $18,150 and $15,250, respectively, for 2023 and 2022, for Mr.

McGrath and Mr.

The amounts include matching contributions made by us to the Named Executive Officer’s 401(k) defined contribution plan in the amount of $18,975, $18,150 and $15,250, for 2024, 2023 and 2022, respectively.

The amounts include $7,985, $7,985 and $25,265 related to a life insurance policy for Mr.

Berman in 2024, 2023 and 2022, respectively.

The following table sets forth certain information regarding all equity-based compensation awards outstanding as of December 31, 2023 by the Named Officers:

Outstanding Equity Awards At Fiscal Year-end

Option Awards

Stock Awards / Units

Number of Securities Underlying Unexercised Options Exercisable (#)

Number of Securities Underlying Unexercised Options Unexercisable (#)

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock that Have Not Vested (#)

Market Value of Shares or Units of Stock that Have Not Vested ($) (1)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

The product of (x) $35.55 (the closing sale price of the common stock on December 31, 2023) multiplied by (y) the number of unvested restricted shares or units outstanding.

Represents the unrealized gains during the year based on the net changes in fair value in the underlying mutual fund investments offered as part of the Company’s Non-Qualified Deferred Compensation plan.

following table sets forth certain information regarding all equity-based compensation awards outstanding as of December 31, 2024 by

the Named Officers:

Equity Awards At Fiscal Year-end

Awards / Units

Unexercisable

product of (x) $28.15 (the closing sale price of the common stock on December 31, 2024) multiplied by (y) the number of unvested restricted

shares or units outstanding.

These units of stock vest annually until 2027.

The following table sets forth certain information regarding amount realized upon the vesting and exercise of any equity-based compensation awards during 2023 by the Named Executive Officers:

Options Exercises And Stock Vested-2023

following table sets forth certain information regarding amount realized upon the vesting and exercise of any equity-based compensation

awards during 2024 by the Named Executive Officers:

Exercises And Stock Vested-2024

Option Awards

Stock Awards / Units

Potential Payments upon Termination or Change in Control

The following tables describe potential payments and other benefits that would have been received by each Named Officer at, following or in connection with any termination, including, without limitation, resignation, severance, retirement or a constructive termination of such Named Officer, or a change in control of our Company or a change in such Named Officer’s responsibilities on December 31, 2023.

Payments upon Termination or Change in Control

following tables describe potential payments and other benefits that would have been received by each Named Officer at, following or

in connection with any termination, including, without limitation, resignation, severance, retirement or a constructive termination of

such Named Officer, or a change in control of our Company or a change in such Named Officer’s responsibilities on December 31,

The potential payments listed below assume that there is no earned but unpaid base salary at December 31, 2024.

In Connection

“Good Reason”

of Control (7)

$ 22,807,520 (8)

Restricted Stock Units (1)

Annual Cash Incentive Award (2)

(1) The product of (x) $35.55 (the closing sale price of the common stock on December 31, 2023) multiplied by (y) the number of unvested restricted shares outstanding.

(2) Assumes that if the Named Officer is terminated on December 31, 2023, they were employed through the end of the incentive period and no bonus was earned and unpaid.

(3) Defined as (i) our violation or failure to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by us, or (ii) the material change in the nature, titles or scope of the duties, obligations, rights or powers of the Named Officer’s employment resulting from any action or failure to act by us.

The product of (x) $28.15 (the closing sale price of the common

stock on December 31, 2024) multiplied by (y) the number of unvested restricted shares outstanding.

Assumes that if the Named Officer is terminated on December

31, 2024, they were employed through the end of the incentive period and no bonus was earned and unpaid.

Defined as (i) our violation or failure to perform or satisfy

any material covenant, condition or obligation required to be performed or satisfied by us, or (ii) the material change in the nature,

titles or scope of the duties, obligations, rights or powers of the Named Officer’s employment resulting from any action or failure

to act by us.

Under the terms of Mr.

Berman’s employment agreement (see “Employment Agreements”), the provision of health care coverage for Mr.

Berman’s children will continue until they reach the maximum age at which a child can be covered as a matter of law under a parent’s policy in the event of his death during the term of his employment agreement.

(5) Defined as the Named Officer’s inability to perform his duties by reason of any disability or incapacity (due to any physical or mental injury, illness or defect) for an aggregate of 180 days in any consecutive 12-month period.

(6) Defined as (i) the Named Officer’s conviction of, or entering a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense and either the Named Officer’s failure to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if he does perfect such an appeal, the sustaining of his conviction of a felony offense on appeal;

or (ii) the determination by our Board of Directors, after due inquiry, based upon convincing evidence, that the Named Officer has:

(A) committed fraud against, or embezzled or misappropriated funds or other assets of, our Company (or any subsidiary);

(B) violated, or caused our Company (or any subsidiary) or any of our officers, employees or other agents, or any other individual or entity to violate, any material law, rule, regulation or ordinance, or any material written policy, rule or directive of our Company or our Board of Directors;

(C) willfully, or because of gross or persistent inaction, failed properly to perform his duties or acted in a manner detrimental to, or adverse to our interests;

(D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by him under his employment agreement with us;

and that, in the case of any violation or failure referred to in clause (B), (C) or (D), above, such violation or failure has caused, or is reasonably likely to cause, us to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost.

(7) Section 280G of the Code disallows a company’s tax deduction for what are defined as “excess parachute payments” and Section 4999 of the Code imposes a 20% excise tax on any person who receives excess parachute payments.

Berman’s employment agreement

(see “Employment Agreements”), the provision of health care coverage for Mr.

Berman’s children will continue until

they reach the maximum age at which a child can be covered as a matter of law under a parent’s policy in the event of his death

during the term of his employment agreement.

Defined as the Named Officer’s inability to perform his

duties by reason of any disability or incapacity (due to any physical or mental injury, illness or defect) for an aggregate of 180 days

in any consecutive 12-month period.

Defined as (i) the Named Officer’s conviction of, or

entering a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense and

either the Named Officer’s failure to perfect an appeal of such conviction prior to the expiration of the maximum period of time

within which, under applicable law or rules of court, such appeal may be perfected or, if he does perfect such an appeal, the sustaining

of his conviction of a felony offense on appeal;

or (ii) the determination by our Board of Directors, after due inquiry, based upon convincing

evidence, that the Named Officer has:

committed fraud against, or embezzled or misappropriated funds

or other assets of, our Company (or any subsidiary);

violated, or caused our Company (or any subsidiary) or any

of our officers, employees or other agents, or any other individual or entity to violate, any material law, rule, regulation or ordinance,

or any material written policy, rule or directive of our Company or our Board of Directors;

willfully, or because of gross or persistent inaction, failed

properly to perform his duties or acted in a manner detrimental to, or adverse to our interests;

violated, or failed to perform or satisfy any material covenant,

condition or obligation required to be performed or satisfied by him under his employment agreement with us;

and that, in the case of

any violation or failure referred to in clause (B), (C) or (D), above, such violation or failure has caused, or is reasonably likely

to cause, us to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost.

Section 280G of the Code disallows a company’s tax deduction

for what are defined as “excess parachute payments” and Section 4999 of the Code imposes a 20% excise tax on any person

who receives excess parachute payments.

As discussed above, Mr.

Berman is entitled to certain payments upon termination of his employment, including termination following a change in control of our Company.

Under the terms of his employment agreement (see “Employment Agreements”), Mr.

Berman is entitled to the full amount of the payments and benefits payable in the event of a Change in Control (as defined in the employment agreement) even if it triggers an excise tax imposed by the tax code if the net after-tax amount would still be greater than reducing the total payments and benefits to avoid such excise tax.

(8) Under the terms of Mr.

Berman’s employment agreement (see “Employment Agreements”), if a change of control occurs and within two years thereafter Mr.

Berman is terminated without “Cause” or quits for “Good Reason,” then he has the right to receive a payment equal to 2.99 times his then current base amount as defined in section 280(G) of the Code (which was $5,985,045 in 2023) and continued health care coverage.

In Connection

“Good Reason”

of Control (6)

Restricted Stock Units (1)

Annual Cash Incentive Award (2)

(1) The product of (x) $35.55 (the closing sale price of the common stock on December 31, 2023) multiplied by (y) the number of unvested restricted shares outstanding.

(2) Assumes that if the Named Officer is terminated on December 31, 2023, they were employed through the end of the incentive period and no bonus was earned and unpaid.

(3) Defined as following a Change of Control (i) any material reduction of the Named Officer’s base salary, (ii) relocation of the Named Officer’s principal place of employment by more than thirty miles, or (iii) the material change in the nature, titles or scope of the duties, obligations, rights or powers of the Named Officer’s employment resulting from any action or failure to act by us.

(4) Defined as a Named Officer’s inability to perform his duties by reason of any disability or incapacity (due to any physical or mental injury, illness or defect) for an aggregate of 90 days in any consecutive 12-month period.

(5) Defined as (i) the Named Officer’s conviction of, or entering a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense or other crime and either the Named Officer’s failure to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if he does perfect such an appeal, the sustaining of his conviction of a felony offense on appeal;

or (ii) the determination by our Board of Directors, after due inquiry, based on convincing evidence, that the Named Officer has:

(A) committed fraud against, or embezzled or misappropriated funds or other assets of, our Company (or any subsidiary);

(C) willfully, or because of gross or persistent inaction, failed properly to perform his duties or acted in a manner detrimental to, or adverse to our interests;

(D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by him under his employment agreement with us;

and that, in the case of any violation or failure referred to in clause (B), above, such violation is reasonably expected to have a significant detrimental effect on our Company (or any subsidiary).

Berman is entitled to certain payments upon termination of his employment,

including termination following a change in control of our Company.

Under the terms of his employment agreement (see “Employment

Agreements”), Mr.

Berman is entitled to the full amount of the payments and benefits payable in the event of a Change in Control

(as defined in the employment agreement) even if it triggers an excise tax imposed by the tax code if the net after-tax amount would

still be greater than reducing the total payments and benefits to avoid such excise tax.

Under the terms of Mr.

McGrath’s employment agreement (see “Employment Agreements”), if a change of control occurs and within one year thereafter Mr.

McGrath is terminated without “Cause” or quits for “Good Reason”, then he has the right to receive a payment equal to the greater of two times his then current base salary or the payments due for the remainder of the term of his employment agreement.

Berman’s employment agreement

(see “Employment Agreements”), if a change of control occurs and within two years thereafter Mr.

Berman is terminated without

“Cause” or quits for “Good Reason,” then he has the right to receive a payment equal to 2.99 times

his then current base amount as defined in section 280(G) of the Code (which was $7,627,933 in 2024) and continued health care coverage.

In Connection

“Good Reason”

of Control (5)

Restricted Stock Units (1)

Annual Cash Incentive Award (2)

(1) The product of (x) $35.55 (the closing sale price of the common stock on December 31, 2023) multiplied by (y) the number of unvested restricted shares outstanding.

(2) Assumes that if the Named Officer is terminated on December 31, 2023, they were employed through the end of the incentive period and no bonus was earned and unpaid.

(3) Defined as (i) any material reduction of the Named Officer’s base salary, (ii) relocation of the Named Officer’s principal place of employment by more than thirty miles, or (iii) the material change in the nature, titles or scope of the duties, obligations, rights or powers of the Named Officer’s employment resulting from any action or failure to act by us.

(4) Defined as (i) the Named Officer’s conviction of, or entering a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense and either the Named Officer’s failure to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if he does perfect such an appeal, the sustaining of his conviction of a felony offense on appeal;

or (ii) the determination by our Board of Directors, after due inquiry, based on convincing evidence, that the Named Officer has:

(A) committed fraud against, or embezzled or misappropriated funds or other assets of, our Company (or any subsidiary);

(C) willfully, or because of gross or persistent inaction, failed properly to perform his duties or acted in a manner detrimental to, or adverse to our interests;

(D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by him under his employment agreement with us;

(5) Under the terms of Mr.

Kimble’s employment agreement (see “Employment Agreements”), if a change of control occurs and within one year thereafter Mr.

Kimble is terminated without “Cause” or quits for “Good Reason”, then he has the right to receive a payment equal to two times his then current base salary.

Compensation of Directors

Analogous to our executive compensation philosophy, it is our desire to similarly compensate our non-employee Directors for their services in a way that will serve to attract and retain highly qualified members of the Board.

As changes in securities laws require greater involvement by, and places additional burdens on, a company’s Directors, it becomes even more necessary to locate and retain highly qualified Directors.

In August 2019, following the Recapitalization, our Board of Directors changed the compensation payable to non-employee Directors to provide that (i) each director receives an annual cash fee of $100,000 paid quarterly, (ii) each member of a Committee receives an annual cash fee of $5,000, (iii) the chair of the Audit Committee receives an additional cash fee of $15,000 and (iv) the chair of the other Committees receives an additional $10,000.

Winkler, pursuant to the internal rules of his employer, does not receive any fees as a director.

In February 2010 our Board determined the terms for the minimum shareholding requirements.

Pursuant to the new minimum shareholding requirements, each director will be required to hold shares with a value equal to at least two times the average annual cash stipend paid to the director during the prior two calendar years.

product of (x) $28.15 (the closing sale price of the common stock on December 31, 2024) multiplied by (y) the number of unvested restricted

shares outstanding.

that if the Named Officer is terminated on December 31, 2024, they were employed through the end of the incentive period and no bonus

was earned and unpaid.

as (i) any material reduction of the Named Officer’s base salary, (ii) relocation of the Named Officer’s principal place

of employment by more than thirty miles, or (iii) the material change in the nature, titles or scope of the duties, obligations, rights

or powers of the Named Officer’s employment resulting from any action or failure to act by us.

as (i) the Named Officer’s conviction of, or entering a plea of guilty or nolo contendere (which plea is not withdrawn prior to

its approval by the court) to, a felony offense and either the Named Officer’s failure to perfect an appeal of such conviction

prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected

or, if he does perfect such an appeal, the sustaining of his conviction of a felony offense on appeal;

or (ii) the determination by our

Board of Directors, after due inquiry, based on convincing evidence, that the Named Officer has:

(A) committed

fraud against, or embezzled or misappropriated funds or other assets of, our Company (or any subsidiary);

(B) violated,

or caused our Company (or any subsidiary) or any of our officers, employees or other agents, or any other individual or entity to

violate, any material law, rule, regulation or ordinance, or any material written policy, rule or directive of our Company or our Board

of Directors;

or because of gross or persistent inaction, failed properly to perform his duties or acted in a manner detrimental to, or adverse to

our interests;

(D) violated,

or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by him under his

employment agreement with us;

and that, in the case of any violation or failure referred to in clause (B), (C) or (D), above, such violation

or failure has caused, or is reasonably likely to cause, us to suffer or incur a substantial casualty, loss, penalty, expense or other

liability or cost.

the terms of Mr.

Kimble’s employment agreement (see “Employment Agreements”), if a change of control occurs and within

one year thereafter Mr.

Kimble is terminated without “Cause” or quits for “Good Reason”, then he has the

right to receive a payment equal to two times his then current base salary.

Analogous to our executive compensation philosophy,

it is our desire to similarly compensate our non-employee directors for their services in a way that will serve to attract and retain

highly qualified members of the Board.

As changes in securities laws require greater involvement by, and places additional burdens on,

a company’s directors, it becomes even more necessary to locate and retain highly qualified directors.

In August 2019, following the Recapitalization, our

Board of Directors changed the compensation payable to non-employee directors to provide that (i) each director receives an annual cash

fee of $100,000 paid quarterly, (ii) each member of a Committee receives an annual cash fee of $5,000, (iii) the chair of the Audit Committee

receives an additional cash fee of $15,000 and (iv) the chair of the other Committees receives an additional $10,000.

Winkler, pursuant

to the internal rules of his employer, did not receive any fees as a director until Q2 of 2024 when his fees began to be paid to his employer,

Benefit Street Partners.

In February 2010 our Board determined the terms for

the minimum shareholding requirements.

Pursuant to the new minimum shareholding requirements, each director will be required to hold

shares with a value equal to at least two times the average annual cash stipend paid to the director during the prior two calendar years.

To illustrate:

if an average Director wishes to sell shares in 2024, he/she will have to hold shares with a market value of at least $218,000 prior to and following any sale of shares calculated as of the date of the sale, such $218,000 minimum calculated by taking the average cash stipend of $109,000 paid during the prior two years multiplied by two.

The following table sets forth the compensation earned by our non-employee Directors for our fiscal year ended December 31, 2023:

Director Compensation

if an average director wishes to sell shares in 2025, he/she will have to hold shares with a market value of at least

$218,958 prior to and following any sale of shares calculated as of the date of the sale, such $218,958 minimum calculated by taking

the average cash stipend of $109,479 paid during the prior two years multiplied by two.

The following table sets forth the compensation earned

by our non-employee directors for our fiscal year ended December 31, 2024:

Pension Value

2 unchanged sentences

Zhao Xiaoqiang (1)

Joshua Cascade

Carole Levine

Employment Agreements and Termination of Employment Arrangements

We entered into an amended and restated employment agreement with Mr.

Joshua Cascade

Matthew Winkler (2)

Neilwantie Mahabir (3)

not stand for re-election at the 2024 annual meeting.

Winkler, pursuant to the internal rules of his employer, did not receive any fees as a director until Q2 of 2024 when his fees began to be paid to his employer, Benefit Street Partners.

Elected at the 2024 annual meeting.

Agreements and Termination of Employment Arrangements

entered into an amended and restated employment agreement with Mr.

Berman on November 11, 2010.

We entered into an amended employment agreement with Mr.

We entered into an amended employment

agreement with Mr.

McGrath on August 23, 2011 when he became our Chief Operating Officer.

McGrath ceased being an executive officer

on December 31, 2023.

We entered into a new employment agreement with Mr.

Kimble on November 20, 2019 when he became our Chief Financial Officer.

On June 7, 2016, we amended the employment agreement between us and Mr.

Berman, our Chairman, CEO and President, and entered into Amendment Number Two to Mr.

Berman’s Second Amended and Restated Employment Agreement dated November 11, 2010 (the “Berman Employment Agreement”).

Kimble on November 20, 2019 when he became our Chief Financial

June 7, 2016, we amended the employment agreement between us and Mr.

Berman, our Chairman, CEO and President, and entered into Amendment

Number Two to Mr.

Berman’s Second Amended and Restated Employment Agreement dated November 11, 2010 (the “Berman Employment

The terms of the Berman’s Employment Agreement have been amended as follows:

(i) extension of the term until December 31, 2020;

(i) extension of the term until

December 31, 2020;

(ii) increase of Mr.

Berman’s Base Salary to $1,450,000 effective June 1, 2016, subject to annual increases thereafter as determined by the Compensation Committee, with annual minimum increases of $25,000 commencing January 1, 2017;

(iii) modification of the performance and vesting standards for each $3.5 million Annual Restricted Stock Grant (“Annual Stock Grant”) provided for under Section 3(b) of the Employment Agreement, effective as of January 1, 2017, so that 40% ($1.4 million) of each Annual Stock Grant will be subject to time vesting in four equal annual installments over four years and 60% ($2.1 million) of each Annual Stock Grant will be subject to three year “cliff vesting” (i.e.

payment is based upon performance at the close of the three year performance period), with vesting of each Annual Stock Grant determined by the following performance measures:

(a) total shareholder return as compared to the Russell 2000 Index (weighted 50%), (b) net revenue growth as compared to our peer group (weighted 25%) and (c) growth in Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as compared to our peer group (weighted 25%);

(iv) modification of the performance measures for award of the Annual Performance Bonus equal to up to 300% of Base Salary (“Annual Bonus”) provided for under Section 3(d) of the Berman Employment Agreement, effective as of January 1, 2017, so that the performance measures will be based only upon net revenues and EBITDA, each performance measure weighted 50%, and with the specific performance criteria applicable to each Annual Bonus determined by the Compensation Committee during the first quarter of each fiscal year;

and (v) provision of health and dental insurance coverage for Mr.

Berman’s Base Salary to $1,450,000 effective June 1, 2016, subject to annual increases

thereafter as determined by the Compensation Committee, with annual minimum increases of $25,000 commencing January 1, 2017;

(iii) modification

of the performance and vesting standards for each $3.5 million Annual Restricted Stock Grant (“Annual Stock Grant”) provided

for under Section 3(b) of the Employment Agreement, effective as of January 1, 2017, so that 40% ($1.4 million) of each Annual Stock

Grant will be subject to time vesting in four equal annual installments over four years and 60% ($2.1 million) of each Annual Stock Grant

will be subject to three year “cliff vesting” (i.e.

payment is based upon performance at the close of the three year performance

period), with vesting of each Annual Stock Grant determined by the following performance measures:

(a) total shareholder return as compared

to the Russell 2000 Index (weighted 50%), (b) net revenue growth as compared to our peer group (weighted 25%) and (c) growth in Earnings

Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as compared to our peer group (weighted 25%);

(iv) modification

of the performance measures for award of the Annual Performance Bonus equal to up to 300% of Base Salary (“Annual Bonus”)

provided for under Section 3(d) of the Berman Employment Agreement, effective as of January 1, 2017, so that the performance measures

will be based only upon net revenues and EBITDA, each performance measure weighted 50%, and with the specific performance criteria applicable

to each Annual Bonus determined by the Compensation Committee during the first quarter of each fiscal year;

and (v) provision of health

and dental insurance coverage for Mr.

Berman’s children in the event of his death during the term of the Berman Employment Agreement.

On August 9, 2019, we further amended the Berman Employment Agreement as follows:

August 9, 2019, we further amended the Berman Employment Agreement as follows:

(i) increase of Mr.

Berman’s Base Salary to $1,700,000, effective immediately;

(ii) addition of a 2020 performance bonus opportunity in a range between twenty-five percent (25%) and three hundred percent (300%) of Base Salary, based upon the level of EBITDA achieved for the fiscal year, as determined by the Compensation Committee, and subject to additional terms and conditions as set forth therein;

(iii) addition of a special sale transaction bonus equal to $1,000,000 if we enter into and consummate a Sale Transaction on or before February 15, 2020, subject to additional terms and conditions as set forth therein;

(iv) modification of the Berman Annual Stock Grant provided for under section 3(b) of the Berman Employment Agreement, effective as of January 2020, so that the number of shares of Restricted Stock granted pursuant to the Berman Annual Stock Grant equal the lesser of (a) $3,500,000 in value (based on the closing price of a share of Common Stock on December 31, 2019), or (b) 1.5% of outstanding shares of Common Stock, which shall vest in four equal installments on each anniversary of grant;

(v) waiver of certain “Change of Control”, Liquidity Event, and other provisions under the Berman Employment Agreement with respect to certain Specified Transactions;

and (vi) modification of the definition of “Good Reason Event” to include a change in membership of the Board such that following such change, a majority of the directors are not Continuing Directors.

All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Berman Employment Agreement, as amended by the third amendment.

On November 18, 2019, we further amended the Berman Employment Agreement as follows:

(i) to extend the term of the Berman Employment Agreement for an additional year through December 31, 2021;

(ii) addition of a 2021 performance bonus opportunity in a range between twenty-five percent (25%) and three hundred percent (300%) of Base Salary, based upon the level of EBITDA achieved for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth therein;

(iii) modification of the Berman Annual Stock Grant provided for under section 3(b) of the Berman Employment Agreement, effective as of January 2020, so that the number of shares of Restricted Stock granted pursuant to the Berman Annual Stock Grant equal the lesser of (a) $3,500,000 in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 1.5% of outstanding shares of Common Stock, which shall vest in four equal installments on each anniversary of grant, provided, that no such award under (a) or (b) above shall be made to Executive (and no cash substitute shall be provided to Executive) to the extent shares are not available for grant under the Company’s 2002 Plan as of such date;

and, provided, further, that we shall not be obligated to amend the 2002 Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the 2002 Plan.

All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Berman Employment Agreement, as amended by the fourth amendment.

On February 18, 2021, we further amended the Berman Employment Agreement as follows:

(i) to extend the Term of the Berman Employment Agreement for an additional three years through December 31, 2024;

(ii) addition of a performance bonus opportunity for 2022 – 2024 in a range between twenty-five percent (25%) and three hundred percent (300%) of Base Salary, based upon the level of EBITDA achieved by the Company for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth therein;

and (iii) modification of the Annual Restricted Stock Grant provided for under section 3(b) of the Berman Employment Agreement, effective as of January 2022, so that the number of shares of Restricted Stock granted pursuant to such Annual Restricted Stock Grant equal the lesser of (a) $3,500,000 in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 2.25% of outstanding shares of Common Stock, which shall vest in three equal installments on each anniversary of grant, provided, that no such award under (a) or (b) above shall be made to Mr.

Berman (and no cash substitute shall be provided to Mr.

Berman’s Base Salary to

$1,700,000, effective immediately;

(ii) addition of a 2020 performance bonus opportunity in a range between twenty-five percent

(25%) and three hundred percent (300%) of Base Salary, based upon the level of EBITDA achieved for the fiscal year, as determined by

the Compensation Committee, and subject to additional terms and conditions as set forth therein;

(iii) addition of a special sale

transaction bonus equal to $1,000,000 if we enter into and consummate a Sale Transaction on or before February 15, 2020, subject to

additional terms and conditions as set forth therein;

(iv) modification of the Berman Annual Stock Grant provided for under section

3(b) of the Berman Employment Agreement, effective as of January 2020, so that the number of shares of Restricted Stock granted

pursuant to the Berman Annual Stock Grant equal the lesser of (a) $3,500,000 in value (based on the closing price of a share of

Common Stock on December 31, 2019), or (b) 1.5% of outstanding shares of Common Stock, which shall vest in four equal installments

on each anniversary of grant;

(v) waiver of certain “Change of Control”, Liquidity Event, and other provisions under the

Berman Employment Agreement with respect to certain Specified Transactions;

and (vi) modification of the definition of “Good

Reason Event” to include a change in membership of the Board such that following such change, a majority of the directors are

not Continuing Directors.

All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in

the Berman Employment Agreement, as amended by the third amendment.

November 18, 2019, we further amended the Berman Employment Agreement as follows:

(i) to extend the term of the Berman Employment Agreement

for an additional year through December 31, 2021;

(ii) addition of a 2021 performance bonus opportunity in a range between twenty-five

percent (25%) and three hundred percent (300%) of Base Salary, based upon the level of EBITDA achieved for the fiscal year, as determined

by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth therein;

(iii) modification of the Berman Annual Stock Grant provided for under section 3(b) of the Berman Employment Agreement, effective as

of January 2020, so that the number of shares of Restricted Stock granted pursuant to the Berman Annual Stock Grant equal the lesser

of (a) $3,500,000 in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b)

1.5% of outstanding shares of Common Stock, which shall vest in four equal installments on each anniversary of grant, provided, that

no such award under (a) or (b) above shall be made to Executive (and no cash substitute shall be provided to Executive) to the extent

shares are not available for grant under the Company’s 2002 Plan as of such date;

and, provided, further, that we shall not be

obligated to amend the 2002 Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the

All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Berman Employment

Agreement, as amended by the fourth amendment.

February 18, 2021, we further amended the Berman Employment Agreement as follows:

(i) to extend the Term of the Berman Employment Agreement

for an additional three years through December 31, 2024;

(ii) addition of a performance bonus opportunity for 2022 – 2024 in a

range between twenty-five percent (25%) and three hundred percent (300%) of Base Salary, based upon the level of EBITDA achieved by the

Company for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional

terms and conditions as set forth therein;

and (iii) modification of the Annual Restricted Stock Grant provided for under section 3(b)

of the Berman Employment Agreement, effective as of January 2022, so that the number of shares of Restricted Stock granted pursuant to

such Annual Restricted Stock Grant equal the lesser of (a) $3,500,000 in value (based on the closing price of a share of Common Stock

on the last business day of the prior year), or (b) 2.25% of outstanding shares of Common Stock, which shall vest in three equal installments

on each anniversary of grant, provided, that no such award under (a) or (b) above shall be made to Mr.

Berman (and no cash substitute

shall be provided to Mr.

Berman) to the extent shares are not available for grant under the Plan as of such date;

and, provided, further, that the Company shall not be obligated to amend the Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the Plan.

All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Berman Employment Agreement, as amended by the fifth amendment.

On September 29, 2016, the Company amended the employment agreement between the Company and Mr.

John (a/k/a Jack) McGrath, our Chief Operating Officer, and entered into Amendment No.

McGrath’s Employment Agreement, dated March 4, 2010 which was effective January 1, 2010 (the “McGrath Employment Agreement”).

The terms of the McGrath Employment Agreement were amended as follows:

(i) extension of the term until December 31, 2020;

(ii) modification of the performance and vesting standards for each Annual Restricted Stock Grant (“Annual Stock Grant”) provided for under Section 3(d) of the McGrath Employment Agreement, effective as of January 1, 2017, as follows:

each Annual Stock Grant will be equal to $1 million, and 40% ($0.4 million) of each Annual Stock Grant will be subject to time vesting in four equal annual installments over four years, and 60% ($0.6 million) of each Annual Stock Grant will be subject to three year “cliff vesting” (i.e.

vesting is based upon satisfaction of the performance measures at the close of the three year performance period), determined by the following performance measures:

(A) total shareholder return as compared to the Russell 2000 Index (weighted 50%), (B) net revenue growth as compared to our peer group (weighted 25%) and (C) growth in EBITDA as compared to our peer group (weighted 25%);

and (iii) modification of the Annual Performance Bonus (“Annual Bonus”) provided for under Section 3(e) of the McGrath Employment Agreement, effective as of January 1, 2017, as follows:

the Annual Bonus will be equal to up to 125% of Base Salary, and the actual amount will be determined by performance measures based upon net revenues and EBITDA, each performance measure weighted 50%, and with the specific performance criteria applicable to each Annual Bonus determined by the Compensation Committee during the first quarter of each fiscal year, and payable in cash (up to 100% of Base Salary) and shares of our common stock (any excess over 100% of Base Salary) with the shares of stock vesting over three years in equal quarterly installments.

Effective February 28, 2018, we entered into a Fifth Amendment to the McGrath Employment Agreement, to provide that if a change of control occurs and within one year thereafter Mr.

McGrath is terminated without “Cause” or quits with “Good Reason”, then he has the right to receive a payment equal to the greater of two times his then current base salary or the payments due for the remainder of the term of his Employment Agreement.

The Fifth Amendment amended the definition of “Cause” to mean (i) Mr.

McGrath’s conviction of, or entering a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense or other crime and either Mr.

McGrath’s failure to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if he does perfect such an appeal, the sustaining of his conviction of a felony offense on appeal;

or (ii) the determination by our Board of Directors, after due inquiry, based on convincing evidence, that Mr.

(A) committed fraud against, or embezzled or misappropriated funds or other assets of, our Company (or any subsidiary);

(B) violated, or caused our Company (or any subsidiary) or any of our officers, employees or other agents, or any other individual or entity to violate, any material law, regulation or ordinance, or any material policy, rule, regulation or practice established by our Company or our Board of Directors;

(C) willfully, or because of gross or persistent inaction, failed properly to perform his duties or acted in a manner detrimental to, or adverse to our interests;

or (D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by him under his employment agreement with the Company;

and that, in the case of any violation or failure referred to in clause (B), above, such violation is reasonably expected to have a significant detrimental effect on our Company (or any subsidiary).

The Fifth Amendment provided for definition of the term “Good Reason” to mean i) any material reduction of Mr.

McGrath’s base salary, (ii) relocation of Mr.

McGrath’s principal place of employment by more than thirty miles, or (iii) the material change in the nature, titles or scope of the duties, obligations, rights or powers of Mr.

McGrath’s employment resulting from any action or failure to act by the Company.

Effective December 31, 2019 we amended the McGrath Employment Agreement as follows:

(i) to extend the term of the McGrath Employment Agreement for an additional year through December 31, 2021;

(ii) a 2020 and 2021 performance bonus opportunity in a range between twenty-five percent (25%) and one hundred twenty-five percent (125%) of Base Salary, based upon the level of EBITDA achieved for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth therein;

(iii) modification of the McGrath Annual Stock Grant provided for under section 3(d) of the McGrath Employment Agreement, effective as of January 2020, so that the number of shares of Restricted Stock granted pursuant to the McGrath Annual Stock Grant equal the lesser of (a) $1,000,000 in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 0.5% of outstanding shares of Common Stock, which shall vest in four equal installments on each anniversary of grant, provided, that no such award under (a) or (b) above shall be made to Executive (and no cash substitute shall be provided to Executive) to the extent shares are not available for grant under the 2002 Plan as of such date;

and, provided, further, that we shall not be obligated to amend the 2002 Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the 2002 Plan.

All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the McGrath Employment Agreement, as amended by such amendment.

On June 18, 2021, the Company amended the McGrath Employment Agreement as follows:

(i) to extend the Term of the McGrath Employment Agreement for an additional two years through December 31, 2023;

(ii) to set the Base Salary, effective January 1, 2022, at the rate of $520,000 per annum;

(iii) addition of a performance bonus opportunity for fiscal years 2022 and 2023 in a range between twenty-five percent (25%) and one hundred twenty five percent (125%) of Base Salary, based upon the level of EBITDA achieved by the Company for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth therein;

and (iv) addition of a provision for the issuance on the first business day of each of calendar years 2022 and 2023 of that number of Restricted Stock Units that are equal to the lesser of (A) an amount in value (determined as provided below) equal to Mr.

McGrath’s Base Salary then in effect or (B) 1.05% of common shares outstanding of the Company, which shall vest in two equal installments on each anniversary of grant;

provided, that no such award shall be made (and no cash substitute shall be provided) to the extent shares are not available for grant under the Company’s 2002 Stock Award and Incentive Plan (as in effect on the date hereof and as subsequently may be amended, from time to time, or any successor plan, the “Plan”) as of such date;

and provided, further, that the Company shall not be obligated to amend the Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the Plan.

The number of Shares in each annual grant of Restricted Stock Units will be determined by the closing price of a share of the Company's common stock on December 31, 2021 with respect to the 2022 award, and December 31, 2022 with respect to the 2023 award.

On March 7, 2023 the Company amended the McGrath Employment Agreement and entered into a Letter Agreement with Mr.

McGrath (the “Letter Agreement”).

The two Agreements amend the McGrath Employment Agreement as follows:

(i) extend the term of the McGrath Employment Agreement for an additional two years through December 31, 2025;

(ii) change his title and responsibilities to be that of President European Operations, (iii) set the Base Salary, effective January 1, 2024, at the rate of $500,000 per annum;

and (iv) make any performance bonus discretionary.

Effective November 20, 2019, we entered into a letter agreement with John L.

and, provided, further,

that the Company shall not be obligated to amend the Plan and/or seek shareholder approval of any amendment to increase the amount of

available shares under the Plan.

All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto

in the Berman Employment Agreement, as amended by the fifth amendment.

November 20, 2019, we entered into a letter agreement with John L.

Kimble (the “Kimble Employment Agreement”).

The Kimble Employment Agreement provides that Mr.

Kimble will be our Executive Vice President and Chief Financial Officer as an at-will employee at an annual salary of $500,000.

Kimble will also receive a grant of $250,000 restricted stock units (“RSUs”) on the date hereof and annual grants of $250,000 of RSUs for the initial year and $500,000 annual grants of RSUs for every year thereafter.

The number of shares in each annual grant of RSUs will be determined by the closing price of our common stock on the last trading day prior to the day of each annual grant.

60% ($150,000 for the first year and $300,000 thereafter) of each annual grant of RSUs will be subject to three year “cliff vesting” (i.e.

vesting is based upon performance at the close of the three year performance period), with vesting of each annual grant of RSUs determined by the following performance measures:

(i) Total shareholder return as compared to the Russell 2000 Index (weighted 50%);

(ii) Net revenue growth as compared to the Company’s peer group (weighted 25%), and (iii) EBITDA growth as compared to the Company’s peer group (weighted 25%).

40% ($100,000 for the first year and $200,000 thereafter) of each annual grant of RSUs will vest in 3 equal annual installments commencing on the first anniversary of the date of grant and on the second and third anniversaries thereafter.

The Kimble Employment Agreement also contains provisions relating to benefits, change of control, and an annual performance-based bonus award equal to up to 125% of base salary.

On February 18, 2021, we amended the Kimble Employment Agreement as follows:

Employment Agreement provides that Mr.

Kimble will be our Executive Vice President and Chief Financial Officer as an at-will employee

at an annual salary of $500,000.

Kimble will also receive a grant of $250,000 restricted stock units (“RSUs”) on the

date hereof and annual grants of $250,000 of RSUs for the initial year and $500,000 annual grants of RSUs for every year thereafter.

The number of shares in each annual grant of RSUs will be determined by the closing price of our common stock on the last trading day

prior to the day of each annual grant.

60% ($150,000 for the first year and $300,000 thereafter) of each annual grant of RSUs will be

subject to three year “cliff vesting” (i.e.

vesting is based upon performance at the close of the three year performance

period), with vesting of each annual grant of RSUs determined by the following performance measures:

(i) Total shareholder return as

compared to the Russell 2000 Index (weighted 50%);

(ii) Net revenue growth as compared to the Company’s peer group (weighted 25%),

and (iii) EBITDA growth as compared to the Company’s peer group (weighted 25%).

40% ($100,000 for the first year and $200,000 thereafter)

of each annual grant of RSUs will vest in 3 equal annual installments commencing on the first anniversary of the date of grant and on

the second and third anniversaries thereafter.

The Kimble Employment Agreement also contains provisions relating to benefits, change

of control, and an annual performance-based bonus award equal to up to 125% of base salary.

February 18, 2021, we amended the Kimble Employment Agreement as follows:

(i) changing Mr.

Kimble’s status from an “employee at will” by providing for a term extending through December 31, 2024;

(ii) increase in annual salary to $520,000 effective immediately and annual increases of at least 4% commencing January 1, 2022;

(iii) modification of the cash performance bonus opportunity for 2021 – 2024 in a range between twenty-five percent (25%) and one hundred twenty five percent (125%) of Base Salary, based upon the level of EBITDA achieved by the Company for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth therein;

(iv) modification of the provision of the Kimble Employment Agreement captioned “Restricted Stock Awards”, effective as of January 2022, to provide for the annual grant of a number of shares of Restricted Stock equal to the lesser of (a) Mr.

Kimble’s Base Salary in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 1.05% of outstanding shares of Common Stock, which shall vest in three equal installments on each anniversary of grant, provided, that no such award under (a) or (b) above shall be made to Mr.

Kimble (and no cash substitute shall be provided to Mr.

Kimble’s status from an “employee

at will” by providing for a term extending through December 31, 2024;

(ii) increase in annual salary to $520,000 effective immediately

and annual increases of at least 4% commencing January 1, 2022;

(iii) modification of the cash performance bonus opportunity for 2021

– 2024 in a range between twenty-five percent (25%) and one hundred twenty five percent (125%) of Base Salary, based upon the level

of EBITDA achieved by the Company for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and

is subject to additional terms and conditions as set forth therein;

(iv) modification of the provision of the Kimble Employment Agreement

captioned “Restricted Stock Awards”, effective as of January 2022, to provide for the annual grant of a number of shares

of Restricted Stock equal to the lesser of (a) Mr.

Kimble’s Base Salary in value (based on the closing price of a share of Common

Stock on the last business day of the prior year), or (b) 1.05% of outstanding shares of Common Stock, which shall vest in three equal

installments on each anniversary of grant, provided, that no such award under (a) or (b) above shall be made to Mr.

Kimble (and no cash

substitute shall be provided to Mr.

Kimble) to the extent shares are not available for grant under the Plan as of such date;

and, provided, further, that the Company shall not be obligated to amend the Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the Plan;

and, provided,

further, that the Company shall not be obligated to amend the Plan and/or seek shareholder approval of any amendment to increase the

amount of available shares under the Plan;

and (v) as described above, inasmuch as this first amendment changes Mr.

Kimble’s status as an employee at will, the Kimble Employment Agreement has also been revised to include provisions regarding minimum stock ownership requirements, “clawback” provisions and termination provisions for “Cause” and “Good Reason”, all of which new provisions, are similar to the provisions in the employment agreements of the Company’s other executive officers.

All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Kimble Employment Agreement, as amended by the first amendment.

On September 27, 2021, the Company amended the employment agreements between the Company and each of Mr.

Berman, our Chief Executive Officer, Mr.

John (a/k/a Jack) McGrath, our Chief Operating Officer, and Mr.

Kimble’s status

as an employee at will, the Kimble Employment Agreement has also been revised to include provisions regarding minimum stock ownership

requirements, “clawback” provisions and termination provisions for “Cause” and “Good Reason”, all

of which new provisions, are similar to the provisions in the employment agreements of the Company’s other executive officers.

All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Kimble Employment Agreement,

as amended by the first amendment.

September 27, 2021, the Company amended the employment agreements between the Company and each of Mr.

Berman, our Chief Executive

John (a/k/a Jack) McGrath, our former Chief Operating Officer, and Mr.

John Kimble, our Chief Financial Officer.

The purpose of the amendments was to change the issuance, past and future, of all restricted stock awards to restricted stock units.

On October 25, 2022, the Company amended the employment agreement between the Company and Mr.

Berman, Chief Executive Officer and President, and entered into Amendment NO.

of the amendments was to change the issuance, past and future, of all restricted stock awards to restricted stock units.

All other material

terms of the respective employment agreements remain the same, including without limitation, the terms of all such grants including the

timing of all vesting periods and the vesting benchmarks.

October 25, 2022, the Company amended the employment agreement between the Company and Mr.

Berman, Chief Executive Officer

and President, and entered into Amendment NO.

7 to the Berman Employment Agreement.

The terms of the Berman’s Employment Agreement have been amended as follows:

The terms of the Berman’s Employment Agreement

have been amended as follows:

(i) to extend the terms of the Berman Employment Agreement for an additional two years through December

(ii) addition of a performance bonus opportunity for 2025-2026 in a range between twenty-five percent (25%) and three hundred percent (300%) of Base Salary, based upon the level of EBITDA achieved by the Company for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth herein;

(iii) provision of an Annual Restricted Stock Unit Grant as provided for under section 3(b) of the Berman Employment Agreement, effective as of January 2025, if a number of shares of Restricted Stock Units granted pursuant to such Annual Restricted Stock Unit Grant equal the lesser of (a) $3,500,000 in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 2.25% of outstanding shares of Common Stock, which shall vest in three equal installments on each anniversary of grant, provided, that no such award under (a) or (b) above shall be made to Mr.

(ii) addition of a performance bonus opportunity for 2025-2026 in a range between twenty-five percent (25%) and three hundred

percent (300%) of Base Salary, based upon the level of EBITDA achieved by the Company for the fiscal year, as determined by the Compensation

Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth herein;

(iii) provision of an

Annual Restricted Stock Unit Grant as provided for under section 3(b) of the Berman Employment Agreement, effective as of January 2025,

if a number of shares of Restricted Stock Units granted pursuant to such Annual Restricted Stock Unit Grant equal the lesser of (a) $3,500,000

in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 2.25% of outstanding

shares of Common Stock, which shall vest in three equal installments on each anniversary of grant, provided, that no such award under

(a) or (b) above shall be made to Mr.

Berman (and no cash substitute shall be provided to Mr.

Berman) to the extent shares are not available for grant under the Plan as of such date;

and provided, further, that the Company shall not be obligated to amend the Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the Plan;

Berman) to the extent shares are not available

for grant under the Plan as of such date;

and provided, further, that the Company shall not be obligated to amend the Plan and/or seek

shareholder approval of any amendment to increase the amount of available shares under the Plan;

and (iv) in consideration of Mr.

Berman agreeing to extend the term of his employment agreement, a grant of 183,748 Restricted Stock Units, which shall vest in two equal installments of 91,874 Restricted Stock Units each on October 25, 2025 and October 25, 2026 (provided that Executive remains employed by the Company on such date(s), as applicable.) All capitalized terms used but not defined in the two previous sentences have the meanings ascribed thereto in the Berman Employment Agreement, as amended by the seventh amendment.

On October 25, 2022, the Company amended the employment letter agreement between the Company and Mr.

Kimble, Chief Financial Officer and Executive Vice President, and entered into Amendment No.

agreeing to extend the term of his employment agreement, a grant of 183,748 Restricted Stock Units, which shall vest in two equal installments

of 91,874 Restricted Stock Units each on October 25, 2025 and October 25, 2026 (provided that Executive remains employed by the Company

on such date(s), as applicable.) All capitalized terms used but not defined in the two previous sentences have the meanings ascribed

thereto in the Berman Employment Agreement, as amended by the seventh amendment.

October 25, 2022, the Company amended the employment letter agreement between the Company and Mr.

Kimble, Chief Financial Officer

and Executive Vice President, and entered into Amendment No.

1 to the Kimble Employment Agreement.

The terms of the Kimble Employment Agreement have been amended as follows:

(i) ) to extend the Term of the Kimble Employment Agreement for an additional two years through December 31, 2026;

(ii) modification of existing cash performance bonus opportunity for 2023 – 2026 in a range between twenty-five percent (25%) and two hundred percent (200%) of Base Salary, based upon the level of EBITDA achieved by the Company for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth therein;

(iii) modification of the Kimble Employment Agreement captioned “Restricted Stock Awards”, effective as of January 2023, to provide for the annual grant of a number of shares of Restricted Stock Units equal to the lesser of (a) 150% of Base Salary in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 1.50% of outstanding shares of Common Stock, which shall vest in three equal installments on each anniversary of grant, provided, that no such award under (a) or (b) above shall be made to Mr.

The terms of the Kimble Employment

Agreement have been amended as follows:

(i) ) to extend the Term of the Kimble Employment Agreement for an additional two years through

December 31, 2026;

(ii) modification of existing cash performance bonus opportunity for 2023 – 2026 in a range between twenty-five

percent (25%) and two hundred percent (200%) of Base Salary, based upon the level of EBITDA achieved by the Company for the fiscal year,

as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set

forth therein;

(iii) modification of the Kimble Employment Agreement captioned “Restricted Stock Awards”, effective as of

January 2023, to provide for the annual grant of a number of shares of Restricted Stock Units equal to the lesser of (a) 150% of Base

Salary in value (based on the closing price of a share of Common Stock on the last business day of the prior year), or (b) 1.50% of outstanding

shares of Common Stock, which shall vest in three equal installments on each anniversary of grant, provided, that no such award under

(a) or (b) above shall be made to Mr.

Kimble (and no cash substitute shall be provided to Mr.

Kimble) to the extent shares are not available for grant under the Plan as of such date;

and, provided, further, that the Company shall not be obligated to amend the Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the Plan;

Kimble) to the extent shares are not available

for grant under the Plan as of such date;

and, provided, further, that the Company shall not be obligated to amend the Plan and/or seek

shareholder approval of any amendment to increase the amount of available shares under the Plan;

and (iv) in consideration of Mr.

Kimble agreeing to extend the term of his employment agreement, a grant of 41,988 Restricted Stock Units, which shall vest in two equal installments of 20,994 Restricted Stock Units each on October 25, 2025 and October 25, 2026 (provided that Executive remains employed by the Company on such date(s), as applicable.) All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Kimble Employment Agreement, as amended by the first amendment.

On March 31, 2023, the Company amended the employment agreement between the Company and Mr.

Berman, Chief Executive Officer and President, and entered into Amendment No.

agreeing to extend the term of his employment agreement, a grant of 41,988 Restricted Stock Units, which shall vest in two equal installments

of 20,994 Restricted Stock Units each on October 25, 2025 and October 25, 2026 (provided that Executive remains employed by the Company

on such date(s), as applicable.) All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto

in the Kimble Employment Agreement, as amended by the first amendment.

March 31, 2023, the Company amended the employment agreement between the Company and Mr.

Berman, Chief Executive Officer and

President, and entered into Amendment No.

8 to the Berman Employment Agreement.

The terms of the Berman Employment Agreement have been amended to increase Mr.

Berman’s Base Salary to an annual rate of $1,800,000, effective January 1, 2023, and for each subsequent calendar year during the Term at an annual rate to be determined by the Compensation Committee of the Company’s Board of Directors, but is at least $25,000 more than the annual rate in the immediately preceding year.

The foregoing is only a summary of the material terms of our employment agreements with the Named Executive Officers.

For a complete description, copies of such agreements are annexed herein in their entirety as exhibits or are otherwise incorporated herein by reference.

On October 19, 2011, our Board of Directors approved the material terms of and adoption of our Company’s Change in Control Severance Plan (the “Severance Plan”), which applies to certain of our key employees.

None of our named executive officers participate in the Severance Plan.

The Severance Plan provides that if, within the two year period immediately following the “change in control” date (as defined in the Severance Plan), a participant has a qualifying termination of employment, the participant will be entitled to severance equal to a multiple of monthly base salary, which multiple is the greater of (i) the number of months remaining in the participant’s term of employment under his or her employment agreement and (ii) a number ranging between 12 and 18;

accelerated vesting of all unvested equity awards;

The terms of the Berman Employment Agreement have been

amended to increase Mr.

Berman’s Base Salary to an annual rate of $1,800,000, effective January 1, 2023, and for each subsequent

calendar year during the Term at an annual rate to be determined by the Compensation Committee of the Company’s Board of Directors,

but is at least $25,000 more than the annual rate in the immediately preceding year.

February 18, 2025, the Company amended the employment agreements between the Company and Messrs.

Berman and Kimble to, among other things,

(i) extend the terms of their respective Employment Agreements for an additional twenty-seven months through March 31, 2029;

for the addition of a performance award consisting of RSUs which will vest in tranches based upon the market price of our common stock,

and (iii) under certain circumstances continue, post-termination, to provide certain health insurance benefits to the executive and his

foregoing is only a summary of the material terms of our employment agreements with the Named Executive Officers.

For a complete description,

copies of such agreements are annexed herein in their entirety as exhibits or are otherwise incorporated herein by reference.

October 19, 2011, our Board of Directors approved the material terms of and adoption of our Company’s Change in Control Severance

Plan (the “Severance Plan”), which applies to certain of our key employees.

None of our named executive officers participate

in the Severance Plan.

The Severance Plan provides that if, within the two year period immediately following the “change in control”

date (as defined in the Severance Plan), a participant has a qualifying termination of employment, the participant will be entitled to

severance equal to a multiple of monthly base salary, which multiple is the greater of (i) the number of months remaining in the participant’s

term of employment under his or her employment agreement and (ii) a number ranging between 12 and 18;

accelerated vesting of all unvested

equity awards;

and continued health care coverage for the number of months equal to the multiple used to determine the severance payment.

On February 26, 2020 our Board of Directors terminated the Severance Plan, but such termination would not be effective as to any employee who was a participant as of the termination date if a Change In Control were to occur prior to the twelve-month period following the termination date.

Employee Benefits Plan

We sponsored for our U.S.

On February 26, 2020 our Board of Directors terminated the Severance Plan, but such termination would not be effective as to any employee

who was a participant as of the termination date if a Change In Control were to occur prior to the twelve-month period following the

termination date.

Benefits Plan

sponsored for our U.S.

employees, a defined contribution plan under Section 401(k) of the Internal Revenue Code.

The Plan provided that employees may defer up to 50% of their annual compensation subject to annual dollar limitations, and that the Company would make a matching contribution equal to 100% of each employee’s deferral, up to 5% of the employee’s annual compensation.

Company-matching contributions, which vest immediately, totaled $1.5 million, $2.1 million and $1.9 million for the year ended December 31, 2023, 2022 and 2021, respectively.

Starting December 2023, we sponsored for certain of our U.S.

based senior employees, a nonqualified deferred compensation plan which includes provisions for salary deferrals and discretionary contributions on a deferred tax basis.

As of December 31, 2023 we have not made any discretionary matching contributions to the plan.

Employees direct the investment of their account balances, and we invest amounts held in the associated investment trust consistent with these directions.

The value of the assets held in trust by the nonqualified plan was $41 thousand of December 31, 2023.

The Company has statutory benefit plans outside the U.S., which are not material.

Compensation Committee Interlocks and Insider Participation

None of our executive officers has served as a director or member of a compensation committee (or other Board committee performing equivalent functions) of any other entity, one of whose executive officers served as a director or a member of our Compensation Committee.

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following information about the relationship between executive compensation for our principal executive officers (“PEOs”) and non-PEO named executive officers (“NEOs”) as well as certain financial performance of the Company.

The following table sets forth additional compensation information for our principal executive officer (PEO) and our non-PEO named executive officers (“Non-PEO NEOs”), calculated in accordance with Item 402(v) of Regulation S-K, for fiscal years 2023 and 2022.

Average Summary

The Plan provided that

employees may defer up to 50% of their annual compensation subject to annual dollar limitations, and that the Company would make a matching

contribution equal to 100% of each employee’s deferral, up to 5% of the employee’s annual compensation.

Company-matching

contributions, which vest immediately, totaled $1.7 million, $1.5 million and $2.1 million for the year ended December 31, 2024, 2023

and 2022, respectively.

December 2023, we sponsored for certain of our U.S.

based senior employees, a nonqualified deferred compensation plan which includes

provisions for salary deferrals and discretionary contributions on a deferred tax basis.

As of December 31, 2024 we have not made any

discretionary matching contributions to the plan.

Employees direct the investment of their account balances, and we invest amounts held

in the associated investment trust consistent with these directions.

The value of the assets held in trust by the nonqualified plan was

$1.7 million and $41.1 thousand as of December 31, 2024 and 2023, respectively.

Company has statutory benefit plans outside the U.S., which are not material.

Committee Interlocks and Insider Participation

of our executive officers has served as a director or member of a compensation committee (or other Board committee performing equivalent

functions) of any other entity, one of whose executive officers served as a director or a member of our Compensation Committee.

accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide

the following information about the relationship between executive compensation for our principal executive officers (“PEOs”)

and non-PEO named executive officers (“NEOs”) as well as certain financial performance of the Company.

The following table

sets forth additional compensation information for our principal executive officer (PEO) and our non-PEO named executive officers (“Non-PEO

NEOs”), calculated in accordance with Item 402(v) of Regulation S-K, for fiscal years 2024, 2023 and 2022.

Value of Initial

Compensation Table

Fixed $100 Investment

Actually Paid

Actually Paid to

Based on Total

Non-PEO NEOs (3)

Non-PEO NEOs (4)

Non-PEO NEOs (5)

Actually Paid

(in millions)

The dollar amounts reported are the amounts of total compensation reported for our PEO, Stephen G.

Berman, in the Summary Compensation Table of our 10-K for fiscal years 2023 and 2022.

The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules.

dollar amounts reported are the amounts of total compensation reported for our PEO, Stephen G.

Berman, in the Summary Compensation

Table of our 10-K for fiscal years 2024, 2023 and 2022.

dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules.

The dollar amounts reported are the amounts of total compensation reported for Mr.

Berman during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, (iii) value of equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value of equity awards granted in prior years that were forfeited in subsequent years.

The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO, namely Messrs.

Berman during the applicable year, but also include

(i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were

unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year,

(iii) value of equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value of equity awards granted

in prior years that were forfeited in subsequent years.

dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO, namely Mr.

fiscal year 2024 and Messrs.

Kimble and McGrath for fiscal years 2023 and 2022.

The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our PEO.

The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO in the Summary Compensation Table for fiscal years 2023 and 2022, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, (iii) value of equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value of equity awards granted in prior years that were forfeited in subsequent years.

Assumes an investment of $100 for the period starting on January 1, 2022 through the end of the listed fiscal year.

The closing prices of the Company’s common stock as reported on Nasdaq, as applicable, on the following trading days were:

dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with

SEC rules, for our NEOs, other than our PEO.

The dollar amounts reported are the average of the total compensation reported for our

NEOs, other than our PEO in the Summary Compensation Table for fiscal years 2024, 2023 and 2022, but also include (i) the year-end

value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the

end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, (iii) value of

equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value of equity awards granted in prior

years that were forfeited in subsequent years.

an investment of $100 for the period starting on January 1, 2022 through the end of the listed fiscal year.

The closing prices of

the Company’s common stock as reported on Nasdaq, as applicable, on the following trading days were:

(i) $17.49 on December

1 unchanged sentence

and (iii) $28.15 on December 31, 2024.

The following table details the adjustments to the Summary Compensation Table to determine average “compensation actually paid” for the PEO and NEOs (other than the PEO), as computed in accordance with SEC Item 402(v).

Amounts do not reflect the actual compensation earned by or paid to our PEO and NEOs during the applicable year.

following table details the adjustments to the Summary Compensation Table to determine average “compensation actually paid”

for the PEO and NEOs (other than the PEO), as computed in accordance with SEC Item 402(v).

Amounts do not reflect the actual compensation

earned by or paid to our PEO and NEOs during the applicable year.

Total Compensation (Per Comp Table)

5 unchanged sentences

Average compensation actually paid

In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above.

accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of

each fiscal year, and as of each vesting date, during the years displayed in the table above.

Grant Practices

recent years, we have not granted stock options, stock appreciation rights or similar instruments with option-like features to our employees.

We therefore (i) do not grant, and have not granted, such instruments in anticipation of the release of material nonpublic information,

(ii) we do not time, and have not timed, the release of material nonpublic information based on grant dates of such instruments or for

the purpose of affecting the value of executive compensation and (iii) we do not take, and have not taken, material nonpublic information

into account when determining the timing and terms of such instruments.

As options, stock appreciation rights or similar instruments

with option-like features have not been an element of employee compensation in recent years, we do not have a formal policy with respect

to the timing of grants thereof, and we did not grant options, stock appreciation rights or similar instruments with option-like features

Recovery Policy

December 1, 2023, our Board of Directors adopted a policy (commonly known as a “clawback” policy) which provides for the

recovery of erroneously awarded incentive compensation to certain of our officers in the event that we are required to prepare an accounting

restatement due to material noncompliance by us with any financial reporting requirements under the federal securities laws.

is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated thereunder, Nasdaq

Listing Rule 508, and such other applicable rules and regulations (the “Listing Standards”).

The policy is administered by

our Board of Directors or, if so designated by the Board of Directors, the Compensation Committee (in either case, the “Administrator”).

Any determinations made by the Administrator shall be final and binding on all affected individuals.

individuals covered by this policy (the “Covered Executives”) are any current or former executive officers, as determined

by the Administrator in accordance with the definition of executive officer set forth in Rule 10D-1 and the Listing Standards.

policy covers our recoupment of “Incentive-Based Compensation” (as defined in the policy) received by a person after beginning

service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.

In the event we are required to prepare an accounting restatement, the policy requires us to recover, reasonably promptly, any erroneously

awarded Incentive-Based Compensation received by any Covered Executive during the three completed fiscal years immediately preceding

the date on which we are required to prepare such accounting restatement, all as as determined by the Administrator.

amount required to be recovered is the excess of the amount of Incentive-Based Compensation received over the amount that otherwise would

have been received had it been determined based on the restated financial measure.

foregoing description of our Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

of such policy, a copy of which is filed as an exhibit to this Report and is incorporated herein by reference.

Capitalized terms used

above and not defined shall have the meanings assigned them in the Policy.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information as of March 1, 2024 with respect to the beneficial ownership of our common stock by (1) each person known by us to own beneficially more than 5% of the outstanding shares of our common stock, (2) each of our directors, (3) each of our named executive officers, and (4) all our directors and executive officers as a group.

Name and Address of

Beneficial Owner (1)(2)

Ownership (3)

Hong Kong Meisheng Cultural Company Limited

The following table sets forth certain information

as of March 1, 2025 with respect to the beneficial ownership of our common stock by (1) each person known by us to own beneficially more

than 5% of the outstanding shares of our common stock, (2) each of our directors, (3) each of our named executive officers, and (4) all

our directors and executive officers as a group.

Name and Address of Beneficial Owner (1)(2)

1,885,672 (5)

BlackRock, Inc.

Alexander Shoghi

4 unchanged sentences

Carole Levine

Neilwantie Mahabir

All directors and executive officers as a group (8 persons)

Less than 1% of our outstanding shares.

Unless otherwise indicated, such person’s address is c/o JAKKS Pacific, Inc., 2951 28th Street, Santa Monica, California 90405.

The number of shares of common stock beneficially owned by each person or entity is determined under the rules promulgated by the Securities and Exchange Commission.

Under such rules, beneficial ownership includes any shares as to which the person or entity has sole or shared voting power or investment power.

The percentage of our outstanding shares is calculated by including among the shares owned by such person any shares which such person or entity has the right to acquire within 60 days after March 1, 2024.

The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of such shares.

Except as otherwise indicated, exercises sole voting power and sole investment power with respect to such shares.

All share amounts have been adjusted to reflect the 1-10 reverse split effective July 9, 2020.

Based upon 10,216,235 shares outstanding on March 1, 2024.

Does not include, unless noted otherwise, any shares of common stock issuable upon the conversion of any Restricted Stock Units (“RSUs”).

The address of Mr.

than 1% of our outstanding shares.

otherwise indicated, such person’s address is c/o JAKKS Pacific, Inc., 2951 28th Street, Santa Monica, California 90405.

number of shares of common stock beneficially owned by each person or entity is determined under the rules promulgated by the Securities

and Exchange Commission.

Under such rules, beneficial ownership includes any shares as to which the person or entity has sole or

shared voting power or investment power.

The percentage of our outstanding shares is calculated by including among the shares owned

by such person any shares which such person or entity has the right to acquire within 60 days after March 1, 2025.

The inclusion

herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of such shares.

as otherwise indicated, exercises sole voting power and sole investment power with respect to such shares.

All share amounts have

been adjusted to reflect the 1-10 reverse split effective July 9, 2020.

upon 11,146,230 shares outstanding on March 1, 2025.

Does not include, unless noted otherwise, any shares of common stock issuable

upon the conversion of any Restricted Stock Units (“RSUs”).

address of Mr.

Rosen is 1578 Sussex Turnpike (Bldg.

5), Randolph, NJ 07689.

Possesses shared voting and dispositive power with respect to all of such shares.

All the information presented in this Item with respect to this beneficial owner was extracted solely from a Schedule 13D/A filed on February 9, 2023.

The address of Hong Kong Meisheng Culture Company Ltd is Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.

Zhao Xiaoqiang, executive director of this entity, is a director of the Company.

Possesses shared voting and dispositive power with respect to all of such shares.

All the information presented in this Item with respect to this beneficial owner was extracted solely from the Schedule 13D/A filed on January 26, 2018.

Does not include an aggregate of 508,371 shares of common stock underlying unvested RSUs issued pursuant to the terms of Mr.

Berman’s January 1, 2003 Employment Agreement (as amended to date) which RSUs are further subject to the terms of Restricted Stock Unit Award Agreements with Mr.

Possesses shared voting and dispositive power with respect

to all of such shares.

All the information presented in this Item with respect to this beneficial owner was extracted solely from

a Schedule 13D/A filed on June 24, 2024.

The address of BlackRock, Inc.

is 50 Hudson Yards, New York, NY 10001.

Possesses sole voting power with respect to 597,858 shares and sole power with respect to all of such shares.

All the information presented

in this Item with respect to this beneficial owner was extracted solely from the Schedule 13G filed on November 8, 2024.

Does not include an aggregate of 523,755 shares of common stock underlying

unvested RSUs issued pursuant to the terms of Mr.

Berman’s January 1, 2003 Employment Agreement (as amended to date) which RSUs

are further subject to the terms of Restricted Stock Unit Award Agreements with Mr.

Berman (the “Berman Agreement”).

Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.

Does not include 116,569 shares underlying currently unvested RSUs which will vest pursuant to the terms of Mr.

Kimble’s November 18, 2019 Employment Agreement (as amended to date), which RSUs are further subject to the terms of our Restricted Stock Unit Award Agreements with Mr.

of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company’s Board

of Directors.

Does not include 136,102 shares underlying currently unvested RSUs

which will vest pursuant to the terms of Mr.

Kimble’s November 18, 2019 Employment Agreement (as amended to date), which RSUs are

further subject to the terms of our Restricted Stock Unit Award Agreements with Mr.

Kimble (the “Kimble Agreement”).

The Kimble Agreement provides that Mr.

Kimble will forfeit his rights to some or all of such RSUs unless certain conditions precedent are met, as described in the Kimble Agreement.

Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.

Does not include an aggregate of 26,939 shares of common stock underlying RSUs issued pursuant to the terms of Mr.

McGrath’s March 4, 2010 Employment Agreement (as amended to date) which RSUs are further subject to the terms of a Restricted Stock Unit Award Agreement with Mr.

McGrath (the “McGrath Agreement”).

Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.

Effective January 1, 2024, Mr.

McGrath is no longer an executive officer.

Consists of 12,564 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan (the “2002 Plan”).

Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.

Consists of 9,629 shares of common stock issued pursuant to our 2002 Plan.

Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company's Board of Directors.

Does not include the 523,954 shares owned by Hong Kong Meisheng Cultural Company Limited reported above, of which entity Zhao Xiaoqiang is executive director.

Does not include 145,788 shares of preferred stock owned, as of March 1, 2024, by entities controlled, directly or indirectly, by Mr.

Does not include any shares underlying RSUs.

Does not include the 523,954 shares owned by Hong Kong Meisheng Cultural Company Limited reported above, of which entity Zhao Xiaoqiang is executive director or the 75,025 shares owned by Mr.

Agreement provides that Mr.

Kimble will forfeit his rights to some or all of such RSUs unless certain conditions precedent are met, as

described in the Kimble Agreement.

Certain of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions

adopted by the Company’s Board of Directors.

of 12,564 shares of common stock issued pursuant to our 2002 Stock Award and Incentive Plan (the “2002 Plan”).

of these shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by the Company’s

Board of Directors.

not include any shares underlying RSUs.

Certain Relationships and Related Transactions, and Director Independence

(a) Transactions with Related Persons

In November 2014, the Company entered into a joint venture with Meisheng Culture & Creative Corp.

Ltd., (“MC&C”), for the purpose of providing certain JAKKS licensed and non-licensed toys and consumer products to agreed-upon territories of the People’s Republic of China.

On May 10, 2023, the Company dissolved the joint venture with MC&C.

Prior to the dissolution, the Company owned fifty-one percent of the joint venture.

The results of operations of the joint venture are consolidated with the Company's results.

The non-controlling interest’s share of the income (loss) from the joint venture for the years ended December 31, 2023, 2022 and 2021 was ($293,000), ($330,000) and $120,000, respectively.

In October 2016, the Company entered into a joint venture with Hong Kong Meisheng Cultural Company Limited ("Meisheng"), a Hong Kong-based subsidiary of Meisheng Culture & Creative Corp., for the purpose of creating and developing original, multiplatform content for children including new short-form series and original shows.

On December 1, 2023, the Company dissolved the joint venture with Meisheng.

Prior to the dissolution, JAKKS and Meisheng each owned fifty percent of the joint venture.

The results of operations of the joint venture are consolidated with the Company's results.

The non-controlling interest’s share of the income (loss) from the joint venture for the years ended December 31, 2023, 2022 and 2021 was nil.

In March 2017, the Company entered into an equity purchase agreement with Meisheng which provided, among other things, that as long as Meisheng and its affiliates hold 10% or more of the issued and outstanding shares of common stock of the Company, Meisheng shall have the right from time to time to designate a nominee (who currently is Mr.

Xiaoqiang Zhao) for election to the Company’s board of directors.

Meisheng also serves as a significant manufacturer of the Company.

For the years ended December 31, 2023, 2022 and 2021, the Company made inventory, molds and tooling related payments to Meisheng of approximately $75.7 million, $120.5 million and $77.7 million respectively.

As of December 31, 2023 and 2022, amounts due to Meisheng for inventory received by the Company, but not paid totaled $12.3 million and $9.8 million, respectively.

A director of the Company is a director at Benefit Street Partners, who owns 145,788 shares of the Series A Preferred Stock (see Item 8 “Consolidated Financial Statements and Supplementary Data Note 9 - Debt”).

Amounts outstanding under the 2021 BSP Term Loan bore interest at either (i) LIBOR plus 6.50% - 7.00% (determined by reference to a net leverage pricing grid), subject to a 1.00% LIBOR floor, or (ii) base rate plus 5.50% - 6.00% (determined by reference to a net leverage pricing grid), subject to a 2.00% base rate floor.

The 2021 BSP Term Loan was termed to mature in June 2027.

The 2021 BSP Term Loan Agreement contained negative covenants, events of default, and the obligations under the 2021 BSP Term Loan Agreement were guaranteed by the Company.

The terms, covenants, events of default, and Company obligations are described in more detail in Note 9 – Debt, as well as in the 2021 BSP Term Loan Agreement.

On June 5, 2023, the Company paid in full the 2021 BSP Term Loan and terminated the 2021 BSP Term Loan Agreement by making a $30.2 million prepayment towards the outstanding principal amount.

Additionally, the Company made a $0.4 million payment towards the outstanding accrued interest, and a $0.2 million payment for the prepayment penalty and other related fees.

In connection with this transaction, the Company recognized a loss on debt extinguishment of $1.0 million on its consolidated statements of operations.

(b) Review, Approval or Ratification of Transactions with Related Persons

Pursuant to our Ethical Code of Conduct (a copy of which may be found on our website, www.jakks.com), all of our employees are required to disclose to our General Counsel, the Board of Directors or any committee established by the Board of Directors to receive such information, any material transaction or relationship that reasonably could be expected to give rise to actual or apparent conflicts of interest between any of them, personally, and us.

In addition, our Ethical Code of Conduct also directs all employees to avoid any self-interested transactions without full disclosure.

This policy, which applies to all of our employees, is reiterated in our Employee Handbook which states that a violation of this policy could be grounds for termination.

In approving or rejecting a proposed transaction, our General Counsel, Board of Directors or designated committee will consider the facts and circumstances available and deemed relevant, including but not limited to, the risks, costs and benefits to us, the terms of the transactions, the availability of other sources for comparable services or products, and, if applicable, the impact on director independence.

Upon concluding their review, they will only approve those agreements that, in light of known circumstances, are in or are not inconsistent with, our best interests, as they determine in good faith.

For a description of our Board of Directors and its compliance with the independence requirements therefore as promulgated by the Securities and Exchange Commission and Nasdaq, see “Item 10- Directors, Executive Officers and Corporate Governance.”

Transactions with Related Persons

March 2017, the Company entered into an equity purchase agreement with Hong Kong Meisheng Cultural Company Limited (“Meisheng”)

which provided, among other things, that as long as Meisheng and its affiliates hold 10% or more of the issued and outstanding shares

of common stock of the Company, Meisheng shall have the right from time to time to designate a nominee for election to the Company’s

board of directors.

Since such time, Mr.

Xiaoqiang Zhao was Meisheng’s nominee.

Meisheng and its affiliates own less than 10% of

the Company’s outstanding shares of common stock.

Zhao did not stand for reelection as director at the Company’s 2024

annual meeting.

Since December 6, 2024, Meisheng is not represented on the Company’s board of directors and thus ceased to be a

related party to the company.

serves as a significant manufacturer of the Company.

For the years ended December 31, 2024, 2023 and 2022, the Company made inventory,

molds and tooling related payments to Meisheng of approximately $98.4 million, $75.7 million and $120.5 million respectively.

As of December

31, 2024 and 2023, amounts due to Meisheng for inventory received by the Company, but not paid totaled $13.5 million and $12.3 million,

respectively.

For the year ended December 31, 2024, the Company recorded sales revenues of $0.1 million from Party X People GMBH, a subsidiary

Review, Approval or Ratification of Transactions with Related Persons

to our Ethical Code of Conduct (a copy of which may be found on our website, www.jakks.com), all of our employees are required to disclose

to our General Counsel, the Board of Directors or any committee established by the Board of Directors to receive such information, any

material transaction or relationship that reasonably could be expected to give rise to actual or apparent conflicts of interest between

any of them, personally, and us.

In addition, our Ethical Code of Conduct also directs all employees to avoid any self-interested transactions

without full disclosure.

This policy, which applies to all of our employees, is reiterated in our Employee Handbook which states that

a violation of this policy could be grounds for termination.

In approving or rejecting a proposed transaction, our General Counsel, Board

of Directors or designated committee will consider the facts and circumstances available and deemed relevant, including but not limited

to, the risks, costs and benefits to us, the terms of the transactions, the availability of other sources for comparable services or

products, and, if applicable, the impact on director independence.

Upon concluding their review, they will only approve those agreements

that, in light of known circumstances, are in or are not inconsistent with, our best interests, as they determine in good faith.

Director Independence

a description of our Board of Directors and its compliance with the independence requirements therefore as promulgated by the Securities

and Exchange Commission and Nasdaq, see “Item 10- Directors, Executive Officers and Corporate Governance.”

Principal Accountant Fees and Services

Before our principal accountant is engaged by us to render audit or non-audit services, as required by the rules and regulations promulgated by the Securities and Exchange Commission and/or Nasdaq, such engagement is approved by the Audit Committee.

The following are the fees of BDO USA, P.C., our principal accountant (PCAOB ID:

243 ), for the two years ended December 31, 2023, for services rendered in connection with the audit for those respective years (all of which have been pre-approved by the Audit Committee):

our principal accountant is engaged by us to render audit or non-audit services, as required by the rules and regulations promulgated

by the Securities and Exchange Commission and/or Nasdaq, such engagement is approved by the Audit Committee.

following are the fees of BDO USA, our principal accountant (PCAOB ID:

243 ), for the two years ended December 31, 2024, for services

rendered in connection with the audit for those respective years (all of which have been pre-approved by the Audit Committee):

Audit Related Fees

Audit Fees consist of the aggregate fees for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided by our auditors in connection with our statutory and regulatory filings or engagements.

Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.

Fees consist of the aggregate fees for professional services rendered for the audit of our annual financial statements and the reviews

of the financial statements included in our Forms 10-Q and for any other services that were normally provided by our auditors in connection

with our statutory and regulatory filings or engagements.

Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were

reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.

These fees primarily relate to audits of employee benefit plans.

Our Audit Committee has considered whether the provision of the non-audit services described above is compatible with maintaining our auditors’ independence and determined that such services are appropriate.

Audit Committee has considered whether the provision of the non-audit services described above is compatible with maintaining our auditors’

independence and determined that such services are appropriate.

Exhibits and Financial Statement Schedules

The following documents are filed as part of this Annual Report on Form 10-K:

Financial Statements (included in Item 8):

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Other Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Notes to Consolidated Financial Statements

Financial Statement Schedules (included in Item 8):

following documents are filed as part of this Annual Report on Form 10-K:

Statements (included in Item 8):

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Statements of Other Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022

Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

to Consolidated Financial Statements

Statement Schedules (included in Item 8):

Amended and Restated Certificate of Incorporation of the Company (1)

10 unchanged sentences

1 to Third Amended and Restated By-Laws of the Company (15)

Indenture dated July 24, 2013 by and between the Registrant and Wells Fargo Bank, N.A (3)

Form of 4.25% Senior Convertible Note (3)

Convertible Senior Note due November 7, 2020 (24)

Convertible Senior Note due November 1, 2020 (25)

Credit Agreement dated as of March 27, 2014 by and among Registrant and its U.S.

wholly-owned subsidiaries and General Electric Capital Corporation (10)

Fourth Amendment to Credit Agreement dated as of June 5, 2015 by and among Registrant and its U.S.

wholly-owned subsidiaries and General Electric Capital Corporation (20)

Eleventh Amendment to Credit Agreement dated as of June 14, 2018 by and among Registrant and its wholly-owned U.S.

subsidiaries and Wells Fargo Bank, National Association (27)

Revolving Loan Note dated March 27, 2014 by Registrant and its U.S.

wholly-owned subsidiaries in favor of General Electric Capital Corporation (10)

Indenture dated June 9, 2014 by and between the Registrant and Wells Fargo Bank, N.A (19)

Form of 4.875% Senior Convertible Note (19)

Term Loan Agreement dated as of June 14, 2018 by and among Registrant and certain of its wholly-owned subsidiaries and GACP Finance Co., LLC (27)

Term Note dated June 14, 2018 by and among Registrant and certain of its wholly-owned subsidiaries in favor of GACP II L.P.

Third Amended and Restated 1995 Stock Option Plan (4)

29 unchanged sentences

Form of Restricted Stock Unit Agreement (34)

Employment Agreement between the Company and Joel M.

Bennett, dated October 21, 2011 (12)

Continuation and Extension of Term of Employment Agreement Between JAKKS Pacific, Inc.

Bennett dated February 18, 2014 (15)

Amendment Extending Term of Employment Agreement Between JAKKS Pacific, Inc.

Bennett dated June 11, 2015 (20)

Letter Agreement dated December 27, 2017 between the Company and Joel M.

Employment Agreement between the Company and John a/k/a Jack McGrath, dated March 4, 2010 (16)

9 unchanged sentences

Assignment Agreement dated March 7, 2023 with John a/k/a Jack McGrath (19)

Exchange Agreement dated November 7, 2017 between the Company and Oasis Investments II Master Fund Ltd.

Exchange Agreement dated July 25, 2018 between the Company and Oasis Investments II Master Fund Ltd.

Employment Agreement between the Company and Brent T.

Novak, dated April 1, 2018 (26)

Correction Letter dated February 28, 2019 with respect to Mr.

Novak’s Employment Agreement (33)

Letter Agreement dated November 18, 2019 between the Company and John L.

5 unchanged sentences

Kimble dated October 25, 2022 (28)

Transaction Agreement, dated as of August 7, 2019, by and among the Company, certain of the Company’s affiliates and subsidiaries, certain holders of the Company’s 4.875% Convertible Senior Notes due 2020 and Oasis Investments II Master Fund Ltd.

Amended and Restated Credit Agreement, dated as of August 9, 2019, by and among the Company, Disguise, Inc., JAKKS Sales LLC, Maui, Inc., Moose Mountain Marketing, Inc.

and Kids Only, Inc., as borrowers, the lenders party thereto and Wells Fargo Bank, National Association, as agent (28)

Consent and Amendment No.

3 to Amended and Restated Credit Agreement (35)

First Lien Term Loan Facility Credit Agreement, dated as of August 9, 2019, by and among the Company, the financial institutions party thereto, as lenders, and Cortland Capital Market Services LLC, as agent (28)

Amendment No.

2 to First Lien Term Loan Facility Credit Agreement (35)

Amended and Restated Convertible Senior Note due 2023 issued to Oasis Investments II Master Fund Ltd.

in the face amount of $21,550,000 (28)

Amended and Restated Convertible Senior Note due 2023 issued to Oasis Investments II Master Fund Ltd.

in the face amount of $8,000,000 (28)

Convertible Senior Note due 2023 issued to Oasis Investments II Master Fund Ltd.

in the face amount of $8,000,000 (28)

Amended and Restated Registration Rights Agreement, dated as of August 9, 2019, by and between JAKKS Pacific, Inc.

and Oasis Investments II Master Fund Ltd.

Credit Agreement, dated as of June 2, 2021, by and among JAKKS Pacific, Inc., Disguise, Inc., JAKKS Sales LLC, and Moose Mountain Marketing, Inc., as borrowers, other Loan Parties hereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (23)

8 unchanged sentences

Code of Ethics (18)

Insider Trading Policies and Procedures (**)

Subsidiaries of the Company (**)

4 unchanged sentences

Section 1350 Certification of John L.

Policy Relating to Recovery of Erroneously Awarded Compensation (**)

Inline XBRL Instance Document

5 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed previously as Appendix 2 to the Company’s Schedule 14A Proxy Statement, filed August 23, 2002, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 21, 2011, and incorporated herein by reference.

Filed previously as an exhibit to the Company's Current Report on Form 8-K filed July 24, 2013 and incorporated herein by reference.

Filed previously as Appendix A to the Company’s Schedule 14A Proxy Statement, filed June 23, 1998, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg.

333-90055), filed November 1, 1999, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg.

333-40392), filed June 29, 2000, and incorporated herein by reference.

Filed previously as Appendix B to the Company’s Schedule 14A Proxy Statement, filed June 11, 2001, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg.

333-101665), filed December 5, 2002, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Schedule 14A Proxy Statement, filed August 20, 2008, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2002, filed March 31, 2003, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 17, 2010, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 21, 2011, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 25, 2012, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1999, filed March 30, 2000, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed February 20, 2014, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed August 24, 2011, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed May 21, 2013, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2003, filed March 15, 2004, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 9, 2014 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 16, 2015 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 9, 2016 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 30, 2016 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed December 29, 2017 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 11, 2017 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed July 26, 2018 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed April 2, 2018 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 15, 2018 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed August 9, 2019 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed January 2, 2020 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 20, 2019 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed September 23, 2019 and incorporated herein by reference.

Filed previously as an annex to the Company’s Schedule 14A filed October 28, 2019 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2018, filed March 18, 2019, and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed July 9, 2020 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 19, 2020 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed February 19, 2021 and incorporated herein by reference.

Filed previously as an annex to the Company’s Schedule 14A filed March 16, 2021 and incorporated herein by reference.

Filed previously as an annex to the Company’s Schedule 14A filed October 8, 2021 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 1, 2021 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 3, 2021 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed June 24, 2021 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed November 15, 2022 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed October 28, 2022 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed May 2, 2022 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed August 4, 2022 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Registration Statement on Form S-3/A filed on October 27, 2022 and incorporated herein by reference.

Filed previously as an annex to the Company’s Revised Schedule 14A filed November 9, 2023 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed March 31, 2023 and incorporated herein by reference.

Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed March 10, 2023 and incorporated herein by reference.

Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act.

The Company agrees to furnish supplementally any omitted schedules to the Securities and Exchange Commission upon request.

Filed herewith.

previously as Appendix 2 to the Company’s Schedule 14A Proxy Statement, filed August 23, 2002, and incorporated herein by reference.

previously as an annex to the Company’s Schedule 14A filed October 28, 2019 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed July 9, 2020 and incorporated herein by reference.

previously as Appendix A to the Company’s Schedule 14A Proxy Statement, filed June 23, 1998, and incorporated herein by reference.

previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg.

333-90055), filed November 1, 1999,

and incorporated herein by reference.

previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg.

333-40392), filed June 29, 2000, and

incorporated herein by reference.

previously as Appendix B to the Company’s Schedule 14A Proxy Statement, filed June 11, 2001, and incorporated herein by reference.

previously as an exhibit to the Company’s Registration Statement on Form S-8 (Reg.

333-101665), filed December 5, 2002,

and incorporated herein by reference.

previously as an exhibit to the Company’s Schedule 14A Proxy Statement, filed August 20, 2008, and incorporated herein by reference.

previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2002, filed March

31, 2003, and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed November 17, 2010, and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed October 21, 2011, and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed September 25, 2012, and incorporated herein by reference.

previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1999, filed March

30, 2000, and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed December 21, 2023 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed August 24, 2011, and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed May 21, 2013, and incorporated herein by reference.

previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2003, filed March

15, 2004, and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed March 10, 2023 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed June 16, 2015 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed June 9, 2016 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed September 30, 2016 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed June 3, 2021 and incorporated herein by reference.

previously as an annex to the Company’s Schedule 14A filed October 8, 2021 and incorporated herein by reference.

previously as an annex to the Company’s Revised Schedule 14A filed November 9, 2023 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed August 9, 2019 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed November 15, 2022 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed October 28, 2022 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed January 2, 2020 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed November 20, 2019 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed September 23, 2019 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed March 31, 2023 and incorporated herein by reference.

previously as an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2018, filed March

18, 2019, and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed October 1, 2021 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed March 10, 2023 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed February 19, 2021 and incorporated herein by reference.

previously as an annex to the Company’s Schedule 14A filed March 16, 2021 and incorporated herein by reference.

previously as an exhibit to the Company’s Registration Statement on Form S-3/A filed on October 27, 2022 and incorporated herein

by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed August 4, 2022 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed May 2, 2022 and incorporated herein by reference.

previously as an exhibit to the Company’s Current Report on Form 8-K filed June 24, 2021 and incorporated herein by reference.

schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act.

The Company agrees to furnish

supplementally any omitted schedules to the Securities and Exchange Commission upon request.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 06, 2025

2 unchanged sentences

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ STEPHEN G.

March 15, 2024

Chief Executive Officer

Chief Financial Officer

(Principal Financial Officer and

March 15, 2024

Principal Accounting Officer)

/s/ CAROLE LEVINE

March 15, 2024

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer

Financial Officer

Financial Officer and

Accounting Officer)

CAROLE LEVINE

/s/ JOSHUA CASCADE

March 15, 2024

JOSHUA CASCADE

/s/ MATTHEW WINKLER

March 15, 2024

MATTHEW WINKLER

/s/ ALEXANDER SHOGHI

March 15, 2024

ALEXANDER SHOGHI

/s/ LORI MACPHERSON

March 15, 2024

LORI MACPHERSON

/s/ ZHAO XIAOQIANG

March 15, 2024

Zhao Xiaoqiang

NEILWANTIE MAHABIR

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures