COMMON STOCK PURCHASE WARRANT GENIUS BRANDS INTERNATIONAL, inc.Genius Brands International, Inc. • February 15th, 2019 • 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 August 20, 2019 (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2019 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 14, 2019, 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”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 15th, 2019 • 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 February 19, 2019 (the “Initial Exercise Date”) and on or prior to the close of business on the one (1) 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).
AMENDMENT, WAIVER AND CONSENTWaiver and Consent • February 15th, 2019 • Genius Brands International, Inc. • Services-motion picture & video tape production
This Amendment, Waiver and Consent (the “Amendment”), dated as of February 14, 2019, is by and among Genius Brands International, Inc., a Nevada corporation (the “Company”), and certain holders constituting a majority-in-interest of the holders of the Company’s 10% Secured Convertible Notes due August 20, 2019 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 by and among the Company and each purchaser identified on the signature pages thereto (collectively, the “Purchasers”) (the “Purchase Agreement”).
PERSONAL AND CONFIDENTIALGenius Brands International, Inc. • February 15th, 2019 • Services-motion picture & video tape production • New York
