Genius Brands International, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT KARTOON STUDIOS, INC.
Kartoon Studios, Inc. • June 27th, 2023 • Services-motion picture & video tape production

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of the Company’s receipt of Stockholder Approvals (as defined herein) (such date, the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is a five (5) year anniversary of the Initial Exercise Date (provided that, if such date is not a Trading Day, the immediately following Trading Day) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kartoon Studios, Inc., a Nevada corporation (formerly known as Genius Brands International, Inc.) (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price,

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 30th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 28, 2020, between Genius Brands International, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 17th, 2018 • Genius Brands International, Inc. • Services-motion picture & video tape production

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 17, 2018, between Genius Brands International, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT GENIUS BRANDS INTERNATIONAL, inc.
Genius Brands International, Inc. • January 8th, 2018 • Services-motion picture & video tape production

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genius Brands International, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT genius brands international, Inc.
Common Stock Purchase Warrant • October 30th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 30, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genius Brands International, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 28th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2020, between Genius Brands International, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 19th, 2014 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May __, 2014, is by and among Genius Brands International, Inc., a Nevada corporation with headquarters located at 9401 Wilshire Boulevard #608, Beverly Hills, CA 90212 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • July 3rd, 2012 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This SECURITY AGREEMENT, dated as of June 27, 2012 (this “Agreement”), is among Genius Brands International, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 16% Secured Convertible Debentures due two years following their issuance, in the original aggregate principal amount of $1,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 19th, 2014 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May ___, 2014, is by and among Genius Brands International, Inc., a Nevada corporation with headquarters located at 9401 Wilshire Boulevard, Beverly Hills, CA 90212 (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

SHARES OF COMMON STOCK OF GENIUS BRANDS INTERNATIONAL, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 8th, 2019 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

The undersigned, Genius Brands International, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Genius Brands International, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. (“Aegis”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

COMMON STOCK PURCHASE WARRANT Genius Brands International, Inc.
Genius Brands International, Inc. • March 11th, 2020 • Services-motion picture & video tape production

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genius Brands International, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 20th, 2013 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 15, 2013, between Genius Brands International Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 17th, 2018 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 17, 2018, between Genius Brands International, Inc., a Nevada corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

16% SENIOR SECURED CONVERTIBLE DEBENTURE DUE June 27, 2014
Genius Brands International, Inc. • July 3rd, 2012 • Services-motion picture & video tape production • New York

THIS 16% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 16% Senior Secured Convertible Debentures of Genius Brands International, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 5820 Oberlin Dr., Suite 203, San Diego, CA 92121, designated as its 16% Senior Secured Convertible Debenture due June 27, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 11th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

PLEDGE AND SECURITY AGREEMENT, dated as of March __, 2020 (this “Agreement”), made by Genius Brands International, Inc., a Nevada corporation (the “Company”), and each other Subsidiary of the Company hereafter becoming party hereto (together with the Company, each a “Grantor” and, collectively, the “Grantors”), in favor of Anson Investments Master Fund LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of March 11, 2020 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 11th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of March [●], 2020, by and among Genius Brands International, Inc., a Nevada corporation with offices located at 190 N. Canon Drive, 4th Fl., Beverly Hills, CA 90210 (the "Company") and the investor signatory hereto (the "Investor").

EMPLOYMENT AGREEMENT
Employment Agreement • October 3rd, 2023 • Kartoon Studios, Inc. • Services-motion picture & video tape production • California

AGREEMENT, made as of this 27th day of September, 2023 (the “Effective Date”), by and between Kartoon Studios, Inc., a company formed under the laws of the State of Nevada, with its principal place of business at 190 N. Canon Drive, 4th Floor, Beverly Hills, CA 90210 ("Company"), and Brian Parisi, residing at ________________________________ ("Executive") (c/o Vaco, Attention: Adam Rudman, Managing Director; arudman@vaco.com; 310-341-6072).

WARRANT EXERCISE AGREEMENT
Warrant Exercise Agreement • December 16th, 2019 • Genius Brands International, Inc. • Services-motion picture & video tape production

This Warrant Exercise Agreement (this “Agreement”), dated as of December 16, 2019, is by and between Genius Brands International, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, no par value (the “Common Stock”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2011 • Pacific Entertainment Corp

This Employment Agreement (the “Agreement”) is made as of April 26, 2011 (the “Effective Date”) by and between Michael Meader ("Employee”) and Pacific Entertainment Corporation, a California corporation (“Employer or “Company”), located at 5820 Oberlin Drive, Suite 203, San Diego, California 92121.

AGREEMENT TO CONVERT UNPAID SALARY
Agreement to Convert Unpaid Salary • November 20th, 2013 • Genius Brands International, Inc. • Services-motion picture & video tape production

This Agreement to Convert UNPAID SALARY (the “Agreement”) is made as of the 14th day of November, 2013 (the “Effective Date”) by and between Larry Balaban (referred to herein as the “Holder”) and Genius Brands International, Inc., a Nevada corporation (referred to herein as the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 31st, 2013 • Genius Brands International, Inc. • Services-motion picture & video tape production

This Employment Agreement (the “Agreement”), effective as of October 1, 2013 (the “Effective Date”), and executed this 29th day of October, by and between Klaus Moeller ("Employee”) and Genius Brands International, Inc., a Nevada corporation (“Employer or “Company”), located at 3111 Camino del Rio North, Suite 400, San Diego, California 92108.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 27th, 2023 • Kartoon Studios, Inc. • Services-motion picture & video tape production • Nevada

This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of June 21, 2023, is entered into between Genius Brands International, Inc., a Nevada corporation (the “Company”) and Kartoon Studios, Inc., a Nevada corporation (“Subsidiary”).

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PERSONAL AND CONFIDENTIAL Genius Brands International, Inc.
Personal and Confidential • January 8th, 2018 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 4th, 2018 • Genius Brands International, Inc. • Services-motion picture & video tape production • California

This Loan and Security Agreement (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of September 28, 2018, by and between Llama Productions LLC, a California limited liability company (the “Borrower”), and Bank Leumi USA, a New York banking corporation (the “Lender”).

WARRANT EXERCISE AGREEMENT
Warrant Exercise Agreement • January 23rd, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production

This Warrant Exercise Agreement (this “Agreement”), dated as of January 22, 2020, is by and between Genius Brands International, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”).

AMENDMENT, WAIVER AND CONSENT
Waiver and Consent • July 22nd, 2019 • Genius Brands International, Inc. • Services-motion picture & video tape production

This Amendment, Waiver and Consent (the “Amendment”), dated as of July 22, 2019, is by and among Genius Brands International, Inc., a Nevada corporation (the “Company”), and certain holders constituting (i) a majority-in-interest of the holders of the Company’s 10% Secured Convertible Notes due August 20, 2019 and (ii) 51% in interest of the shares of Common Stock issued pursuant to that certain Securities Purchase Agreement dated as of January 8, 2018, by and among the Company and each purchaser identified on the signature pages thereto (collectively, the “January 2018 Purchasers”) (the “January 2018 Purchase Agreement”), identified on the signature pages hereto (each an “Investor,” and collectively, the “Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in that certain Securities Purchase Agreement dated as of August 17, 2018 and as amended on February 14, 2019, by and among the Company and each purchaser identified

AGREEMENT TO CONVERT UNPAID SALARY
Agreement • November 20th, 2013 • Genius Brands International, Inc. • Services-motion picture & video tape production

This Agreement to Convert UNPAID SALARY (the “Agreement”) is made as of the 14th day of November, 2013 (the “Effective Date”) by and between Howard Balaban (referred to herein as the “Holder”) and Genius Brands International, Inc., a Nevada corporation (referred to herein as the “Company”).

Subordination Agreement
Subordination Agreement • July 3rd, 2012 • Genius Brands International, Inc. • Services-motion picture & video tape production

The undersigned lender (the “Creditor”) is a creditor of Genius Brands International, Inc. (the “Company”, and the Company and all of the direct and indirect subsidiaries of the Company presently existing or hereafter formed or acquired, each, a “Borrower” and collectively referred to herein as “Borrowers”) and desires that the Purchasers (each, a “Senior Lender”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, including indebtedness of up to $1,000,000 pursuant to 16% senior secured convertible debentures to be issued pursuant to that certain securities purchase agreement dated June 27, 2012 among the Company and the Senior Lenders (the “Purchase Agreement”). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. For the purpose of inducing the Senior Lenders to consummating the transactions under the Purchase Agreement, and to continue or r

SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT between
Share Purchase Agreement • December 6th, 2021 • Genius Brands International, Inc. • Services-motion picture & video tape production

F&M Film- und Medien Beteiligungs GmbH, a limited liability company organized under the laws of Austria, with its registered seat (Sitz) in 1010 Wien, Wollzeile 6/8, Austria and registered with the company register (Firmenbuch) under docket number FN 267730 x.

JOINT VENTURE AGREEMENT relating to CIRCLE OF EDUCATION, LLC
Joint Venture Agreement • June 17th, 2011 • Pacific Entertainment Corp • Services-motion picture & video tape production • California

This Joint Venture Agreement (this “Agreement”) relating to Circle of Education, LLC, a California limited liability company, is entered into by and between Pacific Entertainment Corporation, a California corporation (“PEC”), and Dr. Shulamit Ritblatt, an individual residing in San Diego County, California (“Ritblatt”), as of this 20th day of September 2010. PEC and Ritblatt are sometimes referred to herein individually as a “Partner” and collectively as the “Partners”.

PERSONAL AND CONFIDENTIAL
Genius Brands International, Inc. • February 15th, 2019 • Services-motion picture & video tape production • New York
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 20th, 2013 • Genius Brands International, Inc. • Services-motion picture & video tape production • California

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of November 15, 2013, is by and among Genius Brands International, Inc., a Nevada corporation (the “Parent”), A2E Acquisition , LLC, a wholly-owned subsidiary of Parent (“Merger Sub”), A Squared Entertainment LLC, a Delaware Limited Liability Company (the “Company”), and A Squared Holdings, LLC, a California Limited Liability Company (the “Seller”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

Contract
Purchase Agreement • August 17th, 2018 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

OPERATING AGREEMENT
Operating Agreement • June 17th, 2011 • Pacific Entertainment Corp • Services-motion picture & video tape production • California

This Operating Agreement (this “Agreement”) is made and entered into as of September 20, 2010 by and among Pacific Entertainment Corporation, a California corporation (“PEC”), Shulamit Ritblatt, an individual residing in the state of California or any designated entity which is under Dr. Shulamit Ritblatt’s ownership of fifty percent (50%) or more and over which she maintains direct management or supervision (“Ritblatt”) and the persons whose names appear on Appendix A (the “Additional Members”). PEC and Ritblatt are sometimes individually referred to herein as the “Initial Member” or, individually, an “Initial Member”. The Initial Members and Additional Members are sometimes hereinafter referred to individually as a “Member” and collectively as the “Members”.

Arnold Schwarzenegger Enters Into Agreement to Become Significant Investor in Genius Brands International Schwarzenegger Will Receive Warrants in Genius Brands Under the Agreement for His Role Starring in and Co-Producing the New Animated Children’s...
Arnold Schwarzenegger • June 15th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production

BEVERLY HILLS, Calif., June 15, 2020 – Genius Brands International, Inc. (“Genius Brands” or the “Company”) (Nasdaq: GNUS), a global brand management company that creates and licenses multimedia entertainment content for children, today announced that Arnold Schwarzenegger, who is starring in and co-producing the new animated children’s series, Stan Lee's Superhero Kindergarten, elected to receive warrants to purchase shares of the Company’s common stock as an advance against his profit participation in the show. Any further payouts will likely be in the form of cash payments.

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