Fairness Opinion

Fairness Opinion. Means an opinion of Morgan Lewis Gethens & Ahn, Inc., or another investment banking or financial advisory firm reasonably satisfactory to JAKKS and Toymax, to the -2- effect that the Purchase Price and the merger consideration contemplated to be paid pursuant to the Merger Agreement are, on the date hereof, fair, from a financial point of view, to the holders of outstanding shares of Stock.

Fairness Opinion. Means a written opinion of Newbridge Securities Corporation or another nationally recognized investment banking firm addressed to the Board's independent directors and to Adams, to the effect that the Option Price (as may be adjusted pursuant hereto) is fair, from a financial point of view, to the Company and its stockholders, and otherwise in form and substance reasonably satisfactory to each of the Board's independent directors and Adams.

Fairness Opinion. Means an opinion of Business Valuation Services, Inc. or another investment banking or financial advisory firm reasonably satisfactory to JAKKS and Pentech to the effect that the Merger Consideration is, on the date hereof, fair, from a financial point of view, to the holders of outstanding shares of Pentech common stock.

Fairness Opinion. Means a fairness opinion received by BFSC from an independent investment banking firm which indicates that the Recapitalization Plan and the consummation of the transactions contemplated by the Transaction Documents and this Agreement are fair to BFSC and its shareholders.

Fairness Opinion. Fairness Opinion.

Fairness Opinion. Means a written opinion from a nationally-recognized investment bank reasonably acceptable to the SkyTerra Investors and the DTVG Investors opining that the Basic Sales Terms of the Drag Along Transaction are fair to the Investors.

Fairness Opinion. Is defined in Recital H.