Exhibit 10.1

TATUM SERVICES AGREEMENT

This TATUM SERVICES AGREEMENT (this “Agreement”), entered into as of the November 22, 2022, is by and between RANDSTAD PROFESSIONALS US, LLC d/b/a Tatum, a Delaware limited liability company, with offices at 3625 Cumberland Boulevard, Suite 600, Atlanta, GA 30339 (“Tatum”), and Funko, LLC, with offices at 2802 Wetmore Ave, Everett, WA 98201 (the “Company”). A “Party” shall mean either Tatum or the Company, as the case may be; the “Parties” shall mean Tatum and the Company, collectively.

WHEREAS, the Company desires to engage Tatum to perform certain outsourced interim services; and, Tatum is willing to provide the services of its personnel to perform such tasks subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, Tatum and the Company agree as follows:

1.    Services. The services (the “Services”) and fees will be more particularly described on the template Schedule attached hereto and will be provided by the individual professional (the “Tatum Professional”) identified on such Schedule. Schedules for additional Tatum Professionals may be added from time to time upon the mutual written agreement of the Parties. In addition, upon the request of the Company and the execution of an additional Schedule to this Agreement, Tatum will provide search Services to the Company, all as more particularly described on such Schedule.

2.    Engagement. The Tatum Professional will be engaged by Tatum and Tatum will be solely responsible for determining the conditions, terms and payment of compensation and benefits for the Tatum Professional. The Company will be solely responsible for: establishing and approving appropriate work locations for the Tatum Professional at the Company’s site or other remote locations; providing the Tatum Professional day-to-day guidance, supervision, direction, assistance; and providing the Tatum Professional with all information necessary for the successful and timely completion of the Services. Tatum will have no oversight, control, or authority over the Tatum Professional with respect to the Services or work locations. The Company acknowledges that it is solely responsible for the sufficiency of the Services for its purposes and any work product required of the Tatum Professional. The Company will designate a management-level individual to be responsible for overseeing the Services, and the Tatum Professional will report directly to the Company manager with respect to the provision of the Services. Unless the Tatum Professional is acting as an executive officer of the Company and is authorized by the Company to make such decision, the Company will not permit or require the Tatum Professional to be the ultimate decision making authority for any material decision, government reporting or public filing relating to the Company’s business, including, without limitation, any proposed merger, acquisition, recapitalization, financial strategy or restructuring.

3.    Fees and Expenses. The Company will pay Tatum the fees set forth on the applicable Schedule. In addition, the Company will reimburse Tatum directly for all travel and out-of-pocket expenses incurred in connection with this Agreement (including any Schedules). Tatum shall invoice the Company for, and the Company shall pay to Tatum for further remittance to the appropriate taxing authorities, any sales or use taxes applicable to the Services. If the Company claims that it is exempt from any such sales or use taxes, then the Company must provide Tatum with an exemption certificate satisfactory to Tatum.

4.    Payment Terms. Payments to Tatum should be made within 10 days of receipt of invoice by electronic transfer in accordance with the instructions set forth below or such alternative instructions as provided by Tatum from time to time. Tatum will bill for Services weekly in arrears. In the event Company voluntarily files a Chapter 11 bankruptcy petition (or becomes subject to an involuntary bankruptcy petition), it shall, as soon as practicable thereafter, seek entry of an Order from the U.S. Bankruptcy Court having jurisdiction over Company’s bankruptcy case(s), in form and substance acceptable to Tatum, (a) assuming this Agreement, (b) authorizing payment to Tatum as part of any employee wage motion filed by or on behalf of Company, or (c) naming Tatum as a ‘critical vendor’ and authorizing the payment of Tatum’s pre-petition invoices. Company acknowledges that its failure to timely procure either such Order shall automatically serve as grounds for Tatum’s immediate rejection/termination of this Agreement. Company acknowledges that Tatum is relying on this provision as an inducement to enter into this Agreement and provide further services to Company from and after the date hereof. In lieu of terminating this Agreement, Tatum may suspend the provision of any Services if amounts owed are not paid in accordance with the terms of this Agreement.

Bank Name and Address: [***]

Beneficiary: Tatum

Beneficiary Account Number: [***]

ABA Transit/Routing Number: [***]

Please reference the Company’s name in the body of the payment.

5.    Effective Date and Termination. This Agreement will be effective as of the earlier of (i) the date Tatum begins providing Services to the Company, or (ii) the date of the last signature to this Agreement as indicated on the signature page. In the event that a Party commits a breach of this Agreement (including any Schedule) and fails to cure the same within 10 days following delivery by the non-breaching Party of written notice specifying the nature of the breach, the non-breaching Party may terminate this Agreement or the applicable Schedule effective upon written notice of such termination. The termination rights set forth in this Section are in addition to and not in lieu of the termination rights set forth in each of the Schedules.

6.    Conversion and Professional Placement Fees.

(a)    Conversion Fee. If, at any time during the time frame in which a Tatum Professional is providing Services to the Company and for a period of 12-months thereafter, other than in connection with this Agreement or another Tatum agreement, the Company or any of its subsidiaries or affiliates employs such Tatum Professional, or engages such Tatum Professional as an independent contractor, the Company will pay Tatum a placement fee in an amount equal to 35% of the Annualized Compensation (as defined below). “Annualized Compensation” is defined as salary, incentive, signing and other bonuses, and any other compensation that may be earned by the Tatum professional during the first 12 months of service with the Company (or its subsidiary or affiliate) regardless of when or if such compensation is actually paid.

The placement fee shall be due upon the commencement of the Tatum Professional’s employment or engagement with the Company (or its subsidiary or affiliate).

(b)    Professional Placement Fee. Separate from the interim Services provided by the Tatum Professional, if requested by the Company, Tatum can provide direct hire services by developing an applicant flow through its sources and refer qualified candidates for various financial, accounting, information technology and similar direct hire positions to the Company on an as needed basis (the “Direct Hire Candidate”).

In consideration for Tatum providing Direct Hire Candidates, if the Company hires a Direct Hire Candidate referred by Tatum within one year of such referral, regardless of whether this Agreement has terminated, the Company agrees to pay Tatum a one-time professional service fee in an amount equal to 35% of the candidate’s Annualized Compensation, as defined in 6(a). A candidate is considered referred by Tatum if Tatum submits the candidate’s resume or curriculum vitae (in paper, electronic, or facsimile format) to the Company, unless the Company can show that it was already in possession of the candidate’s resume or curriculum vitae before the referral by Tatum (“Prior Referral”). For avoidance of confusion, the Company shall notify Tatum of a Prior Referral with supporting documentation within three (3) business days of the presentment of the Direct Hire Candidate.

(c)    Guarantee. Tatum provides a Direct Hire Candidate Guarantee on the following terms: (i) the guarantee is conditioned upon the Company’s timely payment of the fees due to Tatum; (ii) the guarantee applies only if Tatum is notified in writing within 30 days of the Direct Hire Candidate’s start date that the Direct Hire Candidate has voluntarily resigned or was terminated for cause; and (iii) for a period of six (6) months from the date Tatum is notified of a Direct Hire Candidate’s resignation/termination for cause, Tatum will use commercially reasonable efforts to find a substantially similar replacement for that Direct Hire Candidate (i.e., similar qualifications, title/position and salary range) without further charge to the Company.

The guarantee provided in this Section shall not apply if the Company: (iv) failed to timely pay the fees due pursuant to Section 4 of this Agreement; (v) seeks a replacement which is not substantially similar to the Direct Hire Candidate position filled, as defined in Section 6(c)(iii); or (vi) terminated the Direct Hire Candidate’s engagement for a reason other than those listed in Section 6(c)(ii). For, example, the guarantee would not apply if the termination was the result of the Company’s reorganization (e.g., change in the executive reporting structure, corporate organization or executive leadership), position elimination, reduction in force, acquisition/sale, or a material change in the Company’s support needs, including changes in the anticipated job scope or responsibility of the Direct Hire Candidate.

7.    Warranties and Disclaimers. TATUM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS OF USE OR PURPOSE. WITHOUT LIMITING THE FOREGOING, TATUM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE TATUM PROFESSIONAL OR THE SERVICES PROVIDED HEREUNDER, AND TATUM WILL NOT BE RESPONSIBLE FOR ANY ACTION TAKEN BY THE COMPANY IN FOLLOWING OR DECLINING TO FOLLOW ANY OF THE TATUM PROFESSIONAL’S ADVICE OR RECOMMENDATIONS. THE SERVICES PROVIDED BY TATUM AND THE TATUM PROFESSIONAL HEREUNDER ARE FOR THE SOLE BENEFIT OF THE COMPANY AND NOT ANY UNNAMED THIRD PARTIES. THE SERVICES WILL NOT CONSTITUTE AN AUDIT, REVIEW, OPINION, OR COMPILATION, OR ANY OTHER TYPE OF FINANCIAL STATEMENT REPORTING OR ATTESTATION ENGAGEMENT THAT IS SUBJECT TO THE RULES OF THE AICPA OR OTHER SIMILAR STATE OR NATIONAL PROFESSIONAL BODIES OR LAWS AND WILL NOT RESULT IN AN OPINION OR ANY FORM OF ASSURANCE ON INTERNAL CONTROLS.

8.    Limitation of Liability; Indemnity.

(a)    TATUM’S LIABILITY IN ANY AND ALL CATEGORIES AND FOR ANY AND ALL CAUSES ARISING UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WILL, IN THE AGGREGATE, NOT EXCEED THE ACTUAL FEES PAID BY THE COMPANY TO TATUM OVER THE PREVIOUS TWO MONTHS OF THIS AGREEMENT WITH RESPECT TO THE TATUM PROFESSIONAL FROM WHOM THE LIABILITY ARISES. IN NO EVENT WILL TATUM BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR LOSS OF BUSINESS, PROFIT OR GOODWILL. AS A CONDITION FOR RECOVERY OF ANY LIABILITY, THE COMPANY MUST ASSERT ANY CLAIM AGAINST TATUM WITHIN THREE MONTHS AFTER DISCOVERY OR 60 DAYS AFTER THE TERMINATION OR EXPIRATION OF THE APPLICABLE SCHEDULE UNDER WHICH THE LIABILITY ARISES, WHICHEVER IS EARLIER.

(b)    THE COMPANY AGREES TO INDEMNIFY TATUM AND THE TATUM PROFESSIONAL TO THE FULL EXTENT PERMITTED BY LAW FOR ANY LOSSES, COSTS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), AS THEY ARE INCURRED, IN CONNECTION WITH ANY CAUSE OF ACTION, SUIT, OR OTHER PROCEEDING ARISING IN CONNECTION WITH THE TATUM PROFESSIONAL’S SERVICES TO THE COMPANY.

9.    Insurance.

(a)    Tatum. At all times during the term of this Agreement, Tatum shall maintain at its expense and benefit (a) Workers’ Compensation insurance which provides coverage for all employees of Tatum, including Tatum Professionals, as required by applicable law, and (b) comprehensive general liability insurance with a policy limit of not less than $1,000,000 per occurrence and $1,000,000 in the aggregate.

(b)    Company. If Company is a public company and requires a Tatum Professional to serve as a Company officer or director, even on an interim basis, then Company shall maintain directors and officers insurance (“D&O Insurance”) covering the Tatum Professional in an amount reasonably acceptable to the Tatum Professional at no additional cost to Tatum or the Tatum Professional. If the Company is private and requires a Tatum Professional to serve as a Company officer or director, even on an interim basis, it will provide the Tatum Professional with substantially similar D&O Insurance as is provided to Company’s officers and directors, if any.

To the extent D&O Insurance is required by the above terms, Company will maintain such insurance at all times while this Agreement remains in effect. Furthermore, the Company will maintain such insurance coverage with respect to occurrences arising during the term of this Agreement for at least five years following the termination or expiration of the applicable Schedule or will purchase a directors’ and officers’ extended reporting period or “tail” policy to cover the Tatum Professional for such five year time period. The Company’s D&O Insurance must be primary and non-contributory. Upon the execution of this Agreement and at any other time requested by Tatum, the Company will provide Tatum a certificate of insurance evidencing that the Company is in compliance with the requirements of this Section with a note in the Description of Operations section of the certificate indicating that the coverage is extended to the Tatum Professional.

10.    Company Circumstances. In the case that the Company acknowledges to Tatum and the Tatum Professionals that, as of the date of this Agreement, it is — and has been for a considerable period of time one or more of the following: in dire financial condition, suffering extensive losses, operating with negative EBITDA, or experiencing insufficient cash-flow; and as a result, Company has been unable to obtain further credit or investment and may well need to consider reorganization or liquidation in bankruptcy; the Tatum Professionals will endeavor to assist the Company in finding alternatives to bankruptcy. Tatum and the Tatum Professionals offer no assurances that the Company can otherwise be restructured or that the Company’s distressed condition can be reversed.

Change in Company Circumstances. During the term of this Agreement, if the Company’s financial condition or liquidity significantly deteriorates or the Company enters into discussions with restructuring or bankruptcy advisors, Tatum and the Company will review the current fee structure and payment terms under this Agreement (including any Schedule) and agree on appropriate modifications. For instance, Tatum may switch to an hourly rate if Tatum Professionals are required to work extended hours or a premium may be imposed for hours worked in excess of eight (8) hours. In addition, Tatum and the Company will discuss the need for additional Tatum professionals with specialized skills in working with companies undergoing significant debt and equity restructuring, and as needed, Tatum professionals with experience helping companies seeking or operating under bankruptcy protection. The agreed upon additional professionals will be engaged under terms and fees commensurate to the expertise and services to be provided. In the event that Tatum and the Company cannot agree on appropriate modifications to this Agreement (including any Schedule) or the need for additional Tatum professionals, Tatum may immediately terminate this Agreement or any Schedule upon notice to the Company.

11.    Sanctions. Company represents that any provision of services by Company and any payment by Company to Tatum shall not result in any breach of any trade, economic or financial sanctions laws or regulations.

12.    Non-Solicitation. Neither Party shall solicit or hire any employee of the other Party directly involved in the performance of this Agreement or that either party became aware of through the performance of this Agreement during the term of this Agreement and for a period of six (6) months thereafter; provided, however, that this provision shall not restrict in any way either Party’s right to solicit or recruit generally in the media or on the internet and shall not prohibit either Party, nor any subsidiary, parent or affiliated entity, from hiring an employee of the other Party who answers any advertisement or who otherwise voluntarily applies for hire without having been personally solicited or recruited.

13.    Governing Law and Witness Fees.

(a)    This Agreement will be governed by and construed in accordance with the laws of Georgia, without regard to conflicts of laws provisions.

(b)    This Agreement and the rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the state of Georgia, without giving effect to provisions thereof regarding conflict of laws. All claims arising out of or related to this Agreement must be litigated exclusively in the Superior or State Courts of Cobb County, Georgia, provided, however, that any such claim or cause of action may be brought in, or removed to, the United States District Court for the Northern District of Georgia, Atlanta Division, to the extent that such court would have jurisdiction over the subject matter of such action. Company and Tatum waive any objection based on personal jurisdiction and forum and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. Each Party agrees that a final judgment in any such action shall be conclusive and may be enforced in any other jurisdiction in any manner provided by law.

(c)    In the event any employee of Tatum (including, without limitation, any Tatum Professional) is requested or authorized by the Company or is required by government regulation, subpoena, or other legal process to produce documents or appear as witnesses in connection with any action, suit or other proceeding initiated by a third party against the Company or by the Company against a third party, the Company will, so long as Tatum is not a party to the proceeding in which the information is sought, reimburse Tatum for its professional’s time (based on customary rates) and expenses, as well as the fees and expenses of its counsel, incurred in responding to such requests. This provision is in addition to and not in lieu of any indemnification obligations the Company may have under this Agreement.

14.    Miscellaneous.

(a)    This Agreement together with all Schedules constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes any and all agreements, whether oral or written, between the Parties with respect to its subject matter. No amendment or modification to this Agreement will be valid unless in writing and signed by both Parties.

(b)    If any portion of this Agreement is found to be invalid or unenforceable, such provision will be deemed severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement, except to the extent that the severed provision deprives either Party of a substantial portion of its bargain.

(c)    Neither Party will be deemed to have waived any rights or remedies accruing under this Agreement unless such waiver is in writing and signed by the Party electing to waive the right or remedy. The waiver by any Party of a breach or violation of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of such provision or any other provision of this Agreement.

(d)    Neither Party will be liable for any delay or failure to perform under this Agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such Party’s reasonable control.

(e)    The Company may not assign its rights or obligations under this Agreement without the express written consent of Tatum. Tatum shall be entitled (without the consent of the Company) to transfer this Agreement and/or assign its obligations, rights and benefits in this Agreement to any Tatum or Randstad affiliate or to a third party.

(f)    Nothing in this Agreement will confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns and the Tatum Professionals.

(g)    The expiration or termination of this Agreement or any Schedule will not destroy or diminish the binding force and effect of any of the provisions of this Agreement or any Schedule that expressly, or by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses (including witness fees and expenses), hiring the Tatum Professionals, governing law, venue, limitation of liability and indemnity.

(h)    The Company agrees to reimburse Tatum for all costs and expenses (including, without limitation, reasonable attorneys’ fees, court costs and arbitration fees) incurred by Tatum in enforcing collection of any monies due under this Agreement.

(i)    The Company agrees to allow Tatum to use the Company’s logo and name on Tatum’s website and other marketing materials for the sole purpose of identifying the Company as a client of Tatum. Tatum will not use the Company’s logo or name in any press release or general circulation advertisement without the Company’s prior written consent.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below.

Template Schedule to Tatum Services Agreement

This Schedule is entered into in connection with that certain Tatum Services Agreement, dated Month Day, Year (the “Agreement”), by and between Randstad Professionals US, LLC d/b/a Tatum (“Tatum”) and Company’s Legal Name (the “Company”) and will be governed by the terms and conditions of the Agreement.

1.    Tatum Professional Name: Click here to enter text.

2.    Service Description and Position Title: Title of Tatum Professional and Description of Services

3.    Company Supervisor: Title of Company Supervisor

4.    Start Date: Click here to enter text.

5.    Minimum Term: Enter “N/A” if not applicable

6.    Fees: Except as otherwise set forth below, the Company will pay to Tatum a [enter applicable hourly rate or flat fee] for the Tatum Professional. If Company is paying a weekly fee, the fees will be prorated for the first and final fee period based on the number of days in such period. The weekly fee includes allowance for holidays, personal days, and vacation for the Tatum Professional consistent with the Company’s policy as it applies to similarly situated employees of the Company.

Overtime is defined by the requirements of local, state and federal law (e.g., hours worked by a non-exempt Tatum Professional is excess of eight hours in a day or 40 hours in a week). Overtime will be billed at one and a half times the applicable (regular) hourly bill rate set forth above. However, if the Tatum Professional is entitled to “double time” for such overtime hours under applicable local, state or federal law, such overtime will be billed at two times the applicable (regular) hourly bill rate set forth above.

As a condition to providing the Services, Tatum requires Company to pay a security deposit in the amount equal to $XX (the “Deposit”), which is due upon execution of this Schedule. If the Company breaches the Agreement (including the terms of any Schedule or any other agreement between the Company and Tatum or any Tatum Professional) and fails to cure such breach as provided for herein (or therein), Tatum will be entitled to apply the Deposit to its or the Tatum Professional’s damages resulting from such breach. In the event the Deposit falls below the amount required to cover payment obligations or other resulting damages, the Company will pay Tatum an additional amount equal to the shortfall. Upon the expiration or termination of the Agreement, Tatum will first apply the Deposit to any unfulfilled payment obligations of the Company to Tatum or any Tatum Professional (or to any damages owed to Tatum or any Tatum Professional), and the remaining balance of the Deposit, if any, shall be returned to the Company.

In the event of an actual conflict between the terms and conditions of this Schedule and the Agreement, the terms and conditions of the Agreement will control.

Schedule to Tatum Services Agreement

This Schedule is entered into in connection with that certain Tatum Services Agreement, dated November 22, 2022 (the “Agreement”), by and between Randstad Professionals US, LLC d/b/a Tatum (“Tatum”) and Funko, LLC (the “Company”) and will be governed by the terms and conditions of the Agreement.

1.    Tatum Professional Name: Scott Yessner

2.    Service Description and Position Title: Interim Chief Financial Officer (CFO)

Driving/advancing the corporate agenda and strategy of company, fully serve the shareholders, board, customers and team, fix the operational issues, align capital and resources to the long term strategy, and rebuild the investor communication, develop infrastructure and organizational communication between operating units, address and resolve any material weaknesses including emphasis on the ERP system, review opportunity to develop internal audit org, develop trust and rapport with effective communication with the audit partner.

3.    Company Supervisor: CEO

4.    Start Date: December 5, 2022

5.    Minimum Term: 4 Months

6.    Fees: Except as otherwise set forth below, the Company will pay to Tatum a weekly flat fee of $38,000 for the Tatum Professional. If Company is paying a weekly fee, the fees will be prorated for the first and final fee period based on the number of days in such period. The weekly fee includes allowance for holidays, personal days, and vacation for the Tatum Professional consistent with the Company’s policy as it applies to similarly situated employees of the Company.

As a condition to providing the Services, Tatum requires Company to pay a security deposit in the amount equal to $76,000 (the “Deposit”), which is due upon execution of this Schedule. If the Company breaches the Agreement (including the terms of any Schedule or any other agreement between the Company and Tatum or any Tatum Professional) and fails to cure such breach as provided for herein (or therein), Tatum will be entitled to apply the Deposit to its or the Tatum Professional’s damages resulting from such breach. In the event the Deposit falls below the amount required to cover payment obligations or other resulting damages, the Company will pay Tatum an additional amount equal to the shortfall. Upon the expiration or termination of the Agreement, Tatum will first apply the Deposit to any unfulfilled payment obligations of the Company to Tatum or any Tatum Professional (or to any damages owed to Tatum or any Tatum Professional), and the remaining balance of the Deposit, if any, shall be returned to the Company.

In the event of an actual conflict between the terms and conditions of this Schedule and the Agreement, the terms and conditions of the Agreement will control.

Exhibit 10.2

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of December 5, 2022, by and between Andrew Perlmutter (“Employee”) and Funko, Inc. (together with any of its affiliates as may employ the Employee from time to time and any successor(s) thereto, the “Company”). Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).

WITNESSETH:

WHEREAS, the Company and Employee previously entered into that certain Amended and Restated Employment Agreement, dated as of January 3, 2022 (the “Employment Agreement”);

WHEREAS, the Company and Employee desire to amend the Employment Agreement in certain respects, effective as of the date hereof (the “Effective Date”).

NOW, THEREFORE, in consideration of the premises and their mutual covenants and promises contained herein, the Company and Employee agree to the following:

1. References to the “CEO Effective Date” shall hereby be deemed to be references to the term “Effective Date” (and any other references in the Employment Agreement to Employee’s role as Chief Executive Officer, including the recitals, shall be read consistent with the intent that Employee shall transition from the role of Chief Executive Officer to President as of the Effective Date).

2. The first sentence of Section 3.01 of the Employment Agreement is hereby deleted and replaced in its entirety as follows:

“During the Term, the Company has appointed Employee to serve as the Company’s President.”

3. The first sentence of Section 3.02 of the Employment Agreement is hereby amended by deleting clause (b) thereof and replacing such clause in its entirety as follows:

“(b) that Employee may work from his home or from other Company offices as may be agreed to between Employee and the Company’s Chief Executive Officer from time to time”

4. The fifth sentence of Section 3.02 of the Employment Agreement is hereby deleted and replaced in its entirety as follows:

“Employee shall report to, and be subject to the direction of, the Company’s Chief Executive Officer, or if determined by the Board, the Board.”

5. Section 7.03 of the Employment Agreement is hereby deleted and replaced in its entirety as follows:

“ Good Reason Defined. Termination of Employee’s employment by Employee for any of the following reasons shall be deemed for “Good Reason”: (a) a material adverse change in Employee’s title or reporting line or material duties, authorities or responsibilities, as determined by the Board (provided, that Employee’s title, reporting line or material duties, authorities or responsibilities shall not be deemed to be materially adversely changed solely because the Company (or its successor) is no longer an independently operated public entity or becomes a subsidiary of another entity); (b) a material breach by the Company of any material provision of this Agreement; (c) a material reduction of Employee’s Base Salary or benefits or target bonus opportunity (other than such a reduction that is generally consistent with a general reduction affecting the Company’s other similarly situated executives); (d) failure by the Company to pay any portion of Employee’s earned Base Salary or bonus; or (e) the Company’s requiring Employee to be headquartered at any office or location more than 50 miles from Everett, Washington (provided, however, that for the avoidance of doubt this criteria shall not apply to the extent Employee works remotely pursuant to Section 3.02 above), provided that in the case of all the above events, Employee may not resign from his employment for Good Reason unless he provides the Company written notice within 90 days after the initial occurrence of the event, the Company has not corrected the event within 60 days after receiving such written notice, and Employee’s resignation based on such Good Reason is effective within twelve months after the initial occurrence of such event.”

6. The Company and Employee acknowledge and agree that the changes to Employee’s position effected by Sections 2 and 3 of this Amendment constitute Good Reason under the Employment Agreement, and that if such Good Reason event is not corrected by the Company pursuant to Section 7.03 of the Employment Agreement, as amended, within 30 days after the Effective Date, Employee shall be entitled to resign for Good Reason within 12 months after the Effective Date.

7. Except as expressly modified hereby or as specifically provided herein, the Employment Agreement, including without limitation Section 8.06, shall remain in full force and effect following the date hereof pursuant to its current terms. This Amendment, together with the Employment Agreement (as modified hereby), represent the entire agreement with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof. This Amendment and all of the provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto and their successors (including successors by merger, consolidation, sale or similar transaction, permitted assigns, executors, administrators, personal representatives, heirs and distributees); provided that Employee may not assign any of his rights or delegate any of his duties or obligations hereunder without the prior written consent of the Company.

7. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

[signature page follows]

* * * * * * * *

IN WITNESS WHEREOF, the Company and Employee have freely and voluntarily executed this Agreement as of the date and year first above written.

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Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of December 5, 2022, by and between Brian Mariotti (“Employee”) and Funko, Inc. (together with any of its affiliates as may employ the Employee from time to time and any successor(s) thereto, the “Company”). Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).

WITNESSETH:

WHEREAS, the Company and Employee previously entered into that certain Chief Creative Officer Employment Agreement, dated as of January 3, 2022 (the “Employment Agreement”);

WHEREAS, the Company and Employee desire to amend the Employment Agreement in certain respects, effective as of the date hereof (the “Effective Date”).

NOW, THEREFORE, in consideration of the premises and their mutual covenants and promises contained herein, the Company and Employee agree to the following:

1.    References to the “CCO Effective Date” shall hereby be deemed to be references to the term “Effective Date” (and any other references in the Employment Agreement to Employee’s role as Chief Creative Officer, including the recitals, shall be read consistent with the intent that Employee shall transition to the role of Chief Executive Officer as of the Effective Date).

2.    The first sentence of Section 3.01 of the Employment Agreement is hereby deleted and replaced in its entirety as follows:

“During the Term, Employee agrees to serve as the Company’s Chief Executive Officer.”

3.    Section 3.02 of the Employment Agreement is hereby deleted and replaced in its entirety as follows:

“Location; Duties. During the Term, Employee’s primary workplace shall be the Company’s offices in Everett, Washington or such other Company offices as may be agreed to between Employee and the Board from time to time, except (a) for usual and customary travel on the Company’s business and (b) that Employee may work from his home or from other Company offices as may be agreed to between Employee and the Board from time to time, except for usual and customary travel on the Company’s business. During the Term, Employee agrees to serve the Company, and Employee will faithfully and to the best of his ability discharge the duties associated with his position of Chief Executive Officer and will devote his full time during business hours for the Company and to the business and affairs of the Company, its direct and indirect subsidiaries and its affiliates. Employee hereby

confirms that during the Term, he will not render or perform services for any other corporation, firm, entity or person. Employee recognizes that he will be required to travel to perform certain of his duties. Employee shall report to, and be subject to the direction of, the Board. During the Term, Employee shall be employed by the Company on a full time basis. Notwithstanding the foregoing, Employee shall be permitted to participate in, and be involved with, such community, educational, charitable, professional, and religious organizations so long as such participation does not, in the judgment of the Board interfere with the performance of or create a potential conflict with Employee’s duties hereunder.”

4.    The last sentence of Section 7.03 of the Employment Agreement is hereby deleted in its entirety.

5.    Except as expressly modified hereby or as specifically provided herein, the Employment Agreement shall remain in full force and effect following the date hereof pursuant to its current terms. This Amendment, together with the Employment Agreement (as modified hereby), represent the entire agreement with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof. This Amendment and all of the provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto and their successors (including successors by merger, consolidation, sale or similar transaction, permitted assigns, executors, administrators, personal representatives, heirs and distributees); provided that Employee may not assign any of his rights or delegate any of his duties or obligations hereunder without the prior written consent of the Company.

4.    This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

[signature page follows]

* * * * * * * *

IN WITNESS WHEREOF, the Company and Employee have freely and voluntarily executed this Agreement as of the date and year first above written.

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Exhibit 10.4

Funko, Inc.

2802 Wetmore Avenue

Everett, WA 98201

December 5, 2022

Ms. Jennifer Fall Jung

c/o Funko, Inc.

2802 Wetmore Avenue

Everett, WA 98201

Dear Jen:

This letter agreement (this “Letter Agreement”) sets forth the understanding by and between you and Funko, Inc. (collectively with its direct and indirect subsidiaries, and any successor(s) thereto, the “Company”), regarding the cessation of your employment with the Company and the transition of your role as Chief Financial Officer of the Company.

1. Separation Date and Transition Services. Your active employment with the Company will terminate on February 4, 2023 (the “Separation Date”) and, as of the Separation Date, you will cease to be an employee of the Company and its direct and indirect subsidiaries. Until the Separation Date, that certain Employment Agreement by and between the Company and you, dated as of July 22, 2019 (the “Employment Agreement”) will continue to control with respect to your salary, benefits and other matters with respect to your employment with the Company. During the period beginning on December 5, 2022 (the “Transition Date”) and ending on the Separation Date (the “Transition Period”) you will: (i) use your reasonable best efforts to (a) advance the interests of the Company and facilitate the successful transition of your responsibilities to the individual who succeeds you as Chief Financial Officer in whatever reasonable capacity may be requested by the Board of Directors of Funko, Inc. (the “Board”), and (b) foster the retention of employees in the Company’s Finance, Investor Relations and Accounting functions, (ii) continue to advise the Company on financial and accounting matters as an employee advisor, and (iii) communicate a message consistent with the Board’s direction to key employees, investors, analysts, customers, suppliers, and other relevant third parties. You acknowledge and agree that you hereby resign from all other offices, directorships, and committees you may hold at the Company and its subsidiaries (including without limitation, as Chief Financial Officer), effective as of the Transition Date. For the avoidance of doubt, unless otherwise determined by the Company, during the Transition Period you will not be expected or required to work from the Company’s offices (though you will be permitted to do so with the consent of the Company), but will make yourself available to advise the Company (telephonically or otherwise) at such times as may be reasonably requested by the Company.

2. Separation Benefits. In addition to any payments and benefits due to you pursuant to Section 7.05(a) of the Employment Agreement, you will, subject to (and in consideration for) your compliance with Section 1 above through the Separation Date, your execution and non-revocation of the Waiver and Release of Claims Agreement attached hereto as Exhibit A (the “Release”), and your continued compliance with the Restrictive Covenants (as defined in Section

3 below), be entitled to receive (i) the payments and benefits set forth in Section 7.05(b) of the Employment Agreement, which shall be subject to the terms of the Employment Agreement and, for the avoidance of doubt, will consist of (a) an amount equal to your continued base salary for 12 months following the Separation Date, which equals an aggregate amount of $500,000, less applicable withholdings, payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices, and (b) reimbursement for up to 12 months following the Separation Date of the Company-paid portion of premium payments, as if you had remained an active employee, for any COBRA coverage that you timely elect (which for the avoidance of doubt will be based on the coverage levels in effect immediately prior to the Separation Date in 2023), which shall be payable monthly, and (ii) your fiscal year 2022 target annual bonus, which shall be payable at the same time annual bonuses are paid to similarly situated executives of the Company, without regard to any requirement for continued employment through the payment date (the payments and benefits set forth in (i) and (ii), collectively, the “Separation Benefits”). For the avoidance of doubt, all unvested Company equity-based compensation awards held by you will be forfeited as of the Separation Date (or if earlier, the last day you cease providing services to the Company).

3. Restrictive Covenants. You acknowledge that the Company is providing you with the Separation Benefits in material part in consideration for your reaffirmation of your prior agreement to comply with the restrictive covenants set forth in Sections 5 and 6 of the Employment Agreement to the maximum extent provided by applicable law (the “Restrictive Covenants”) and that no payment will be made following the date that you first violate any of the Restrictive Covenants.

4. Release. The Separation Benefits are contingent upon and subject to your execution and non-revocation of the Release following the Separation Date in accordance with Section 7.05(b) of the Employment Agreement and the terms herein, and you agree to sign and be bound by the Release which will be considered an integral part of this Letter Agreement.

5. Entire Agreement. This Letter Agreement sets forth the entire agreement between you and the Company with respect to the subject matter set forth herein and supersedes and replaces any and all prior oral or written agreements or understandings between you and the Company with respect to the subject matter hereof; provided, that, for the avoidance of doubt, (a) you will retain your rights under the terms of the Employment Agreement, except to the extent such terms result in duplication of compensation or benefits to you, and (b) the provisions of the Employment Agreement which by their terms survive termination of employment (including, without limitation, the Restrictive Covenants) will remain in full force and effect in accordance with their terms (as may be amended by this Letter Agreement). This Letter Agreement may be amended only by a subsequent writing signed by both parties. You represent that you have signed this Letter Agreement knowingly and voluntarily.

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Please indicate your acceptance of the terms and provisions of this Letter Agreement by signing both copies of this Letter Agreement and returning one copy to me. The other copy is for your files. By signing below, you acknowledge and agree that you have carefully read this Letter Agreement and Exhibit A thereto in their entirety; fully understand and agree to their terms and provisions; will comply with the Restrictive Covenants; and intend and agree that this Letter Agreement is final and legally binding on you and the Company. All payments described in this Letter Agreement will be subject to the withholding of any amounts required by federal, state or local law. This Letter Agreement will be governed and construed under the internal laws of the State of California and may be executed in several counterparts.

Signature Page to Transition and Release of Claims Agreement

Agreed, Acknowledged and Accepted as of the first date set forth above:

Signature Page to Transition and Release of Claims Agreement

EXHIBIT A

WAIVER AND RELEASE OF CLAIMS AGREEMENT

In exchange for the separation payments and benefits provided to me (the “Separation Benefits”) pursuant to that certain Letter Agreement, dated as of December 5, 2022, by and between Funko, Inc. (“Company”) and Jennifer Fall Jung (the “Employee”) (this “Agreement”) the Employee freely and voluntarily agrees to enter into and be bound by this Waiver and Release of Claims Agreement (this “Release”).

1. General Release. The Employee, on her own behalf and on behalf of her spouse, child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and anyone else claiming through him (the “Releasors”), hereby releases and discharges forever Funko, Inc., and its affiliates, and each of their respective past, present or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all Persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Released Parties”), from and against all liabilities, claims, demands, liens, causes of action, charges, suits, complaints, grievances, contracts, agreements, promises, obligations, costs, losses, damages, injuries, attorneys’ fees and other legal responsibilities (collectively referred to as “Claims”), of any form whatsoever (whether or not relating to Employee’s employment with the Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Sarbanes-Oxley Act of 2002, the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act of 2008, the Worker Adjustment and Retraining Notification Act of 1988, the Delaware Discrimination in Employment Act, the Delaware Persons with Disabilities Employment Protection Act, the Delaware Whistleblowers’ Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, Delaware’s social media law, the Washington Industrial Welfare Act, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, the Washington Law Against Discrimination, the Washington Leave Law, the California Family Rights Act, the California Labor Code, the California Workers’ Compensation Act, California Business & Professions Code Section 17200, and the California Fair Employment and Housing Act, as each may have been amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of the Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Release to the maximum extent permitted by law, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) this Agreement; (b) that certain Employment Agreement, dated as of July 22, 2019, by and among the Company and the Employee

(the “Employment Agreement”), or Employee’s employment or other relationship with any of the Released Parties or the termination thereof; and (c) the Employee’s status as a holder of securities of any of the Released Parties. This Release includes, but is not limited to, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing, whether express or implied, and any tort of any nature. This Release is for any relief, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees. The Employee acknowledges and reaffirms Employee’s obligations under the Employment Agreement, including but not limited to Sections 5 and 6 thereof.

The Employee acknowledges that the Employee has been advised of and is familiar with the provisions of California Civil Code § 1542, which states, in part: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, WHICH IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Employee expressly waives and releases any and all rights that the Employee may have under California Civil Code § 1542 as well as under any other statutes or common law principles of similar effect, to the fullest extent the Employee may do so lawfully.

2. Covenant Not To Sue. The Employee represents and covenants that she has not filed, initiated or caused to be filed or initiated any Claim, charge, suit, complaint, grievance, action, cause of action or proceeding against the Company or any of other the Released Parties. Except to the extent that such waiver is precluded by law, the Employee further promises and agrees that she will not file, initiate or cause to be filed or initiated any Claim, charge, suit, complaint, grievance, action, cause of action or proceeding based upon, arising out of or relating to any Claim released hereunder, nor shall the Employee participate, assist or cooperate in any Claim, charge, suit, complaint, grievance, action, cause of action or proceeding regarding any of the Released Parties relating to any Claims released hereunder, whether before a court or administrative agency or otherwise, unless required to do so by law.

3. Exclusions. Notwithstanding the foregoing, the Employee does not release her rights to receive the Separation Benefits or any right that may not be released by private agreement. In addition, this Release will not prevent the Employee from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to the Company, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, as each may have been amended from time to time, or any other whistleblower protection provisions of state or federal law or regulation. This Agreement does not limit Employee’s right to receive an award for information provided to any Government Agencies; provided, however, that the Employee acknowledges and

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agrees that any Claim by him, or brought on his behalf, for damages in connection with such a charge or investigation filed with the Equal Employment Opportunity Commission would be and hereby is barred. In addition, this Release will not prevent the Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.

4. No Assignment. The Employee represents and warrants that she has made no assignment or other transfer, and covenants that he will make no assignment or other transfer, of any interest in any Claim that she may have against any of the Released Parties.

5. Indemnification of Released Parties. The Employee agrees to indemnify and hold harmless the Released Parties, and each of them, against any loss, claim, demand, damage, expenses or any other liability whatsoever, including reasonable attorneys’ fees and costs, resulting from: (i) any breach of this Release by her or her successors in interest; (ii) any assignment or transfer, or attempted assignment or transfer, of any Claims released hereunder; or (iii) any action or proceeding brought by her or her successors in interest, if such action or proceeding arises out of, is based upon, or is related to any Claims released hereunder. This indemnity does not require payment as a condition precedent to recovery by any of the Released Parties.

6. Acknowledgments. The Employee agrees that the Company has advised her to consult with an attorney before executing this Release. The Employee agrees that she has had the opportunity to consult with counsel, if she chose to do so, and that the Employee has had a sufficient and reasonable amount of time to read and consider this Release before executing it. The Employee acknowledges that she is responsible for any costs and fees resulting from his attorney reviewing this Release. The Employee agrees that she has carefully read this Release and knows its contents, and that she signs this Release voluntarily, with a full understanding of its significance, and intending to be bound by its terms. The Employee acknowledges that the provision of the Separation Benefits is in exchange for the promises in the Release, and that, but for her execution of this Release, she would not be entitled to receive the Separation Benefits. The Employee further acknowledges that the provision of the Separation Benefits does not constitute an admission by the Released Parties of liability or of violation of any applicable law or regulation.

7. ADEA Provisions. The Employee understands that this Release includes a release of claims arising under the ADEA. The Employee acknowledges and agrees that she has had at least 21 days after the date of her receipt of this Release (such period, the “Consideration Period”) to review this Release and consider its terms before signing this Release and that the Consideration Period will not be affected or extended by any changes, whether material or immaterial, that might be made to this Release. The Employee further acknowledges and agrees that she understands that she may use as much or all of such 21-day period as she wishes before signing, and warrants that she has done so. The Employee may revoke and cancel this Release in writing at any time within seven days after her execution of this Release (such seven-day period, the “Revocation Period”) by providing notice of revocation to Sarah Martinez at sarah.martinez@funko.com. This Release shall not become effective and enforceable until after the expiration of the Revocation Period; after such time, if there has been no revocation, this Release shall immediately be fully effective and enforceable.

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8. Consequences of Breach or Revocation. The Employee agrees that, notwithstanding anything to the contrary in this Release, in the event that she breaches any of the terms of the Release, or revokes the Release pursuant to Section 7, she shall forfeit the Separation Benefits and reimburse the Company for any portion of the Separation Benefits that have already been paid, and, in the event of such a breach, she shall reimburse the Company for any expenses or damages incurred as a result of such breach.

9. Cooperation. Employee hereby agrees that Employee shall cooperate with the Company and its affiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Employee’s duties and responsibilities to the Company or its affiliates during Employee’s employment with the Company (including, without limitation, Employee being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may have come into your possession during your employment); provided, however, that any such request by the Company shall not be unduly burdensome or interfere with Employee’s personal schedule or ability to engage in gainful employment.

10. Severability. If any provision of the Release is declared invalid or unenforceable, the remaining portions of the Release shall not be affected thereby and shall be enforced.

11. Governing Law: Venue. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California.

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IN WITNESS WHEREOF, the undersigned has signed and executed this Release on the

date set forth below as an expression of his intent to be bound by the foregoing terms of

this Release.

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