THIRD AMENDMENT TO MASTER CONTRIBUTION AGREEMENT
Exhibit
2.4
THIRD
AMENDMENT TO
This
Third Amendment to the Master Contribution Agreement (this “Amendment”)
is
entered into as of May 30, 2006 by and among Genius Products, Inc., a Delaware
corporation (“Genius”),
The
▇▇▇▇▇▇▇▇▇ Company LLC, a Delaware limited liability company (“TWC”),
The
▇▇▇▇▇▇▇▇▇ Company Holdings LLC, a Delaware limited liability company
(“TWC
Holdings”),
and
The ▇▇▇▇▇▇▇▇▇ Company Funding LLC, a Delaware limited liability company
(“TWC
Funding”),
and
amends that certain Master Contribution Agreement entered into by and among
the
parties dated December 5, 2005 (as amended, the “Agreement”).
Capitalized terms and matters of construction deemed or established in the
Agreement shall be applied in this Amendment as defined or established in the
Agreement.
RECITAL
A. The
parties desire to amend the Agreement to change the Outside Date, as defined
in
Section 7.1(b)(i) of the Agreement, from May 31, 2006 to June 30,
2006.
AGREEMENT
In
consideration of the foregoing and the representations, warranties, covenants
and agreements contained in this Amendment and the Agreement, and intending
to
be legally bound hereby, the parties hereby agrees as follows:
1. Change
of Outside Date.
Effective as of the date hereof, the defined term “Outside Date”, as defined in
Section 7.1(b)(i) of the Agreement, shall be changed from May 31, 2006 to
June 30, 2006 for all
purposes under the Agreement.
2. Effect
of Amendment.
Except as expressly provided in this Amendment, the Agreement shall remain
unchanged and shall continue in full force and effect.
3. Counterparts.
This Amendment may be signed by the parties in counterparts, which together
shall constitute one and the same agreement among the parties.
[Signature
pages to follow]
IN
WITNESS WHEREOF, each of the parties has caused this Third Amendment to the
Master Contribution Agreement to be executed on its behalf as of the date first
written above.
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GENIUS
PRODUCTS, INC.
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THE
▇▇▇▇▇▇▇▇▇ COMPANY LLC
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By:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇
▇▇▇▇▇▇
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Title:
Chief
Executive Officer
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Title:
Executive
Vice President and CFO
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THE
▇▇▇▇▇▇▇▇▇ COMPANY HOLDINGS LLC
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THE
▇▇▇▇▇▇▇▇▇ COMPANY FUNDING LLC
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By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇▇
▇▇▇▇▇▇
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Name:
▇▇▇▇▇
▇▇▇▇▇▇
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Title:
Executive
Vice President and CFO
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Title:Executive
Vice President and
CFO
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