FORM OF WAIVER WARRANTGenius Brands International, Inc. • July 22nd, 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 January [●]2, 2020 (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). This Warrant is being issued in connection with that certain Amendment, Waiver and Consent, dated as of July [●], 2019, among the Company and the signatories thereto.
AMENDMENT, WAIVER AND CONSENTWaiver 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
AMENDMENT TO SECURED CONVERTIBLE NOTES DUE AUGUST 20, 2019Genius Brands International, Inc. • July 22nd, 2019 • Services-motion picture & video tape production
This Amendment (this “Amendment”) to the Secured Convertible Notes due August 20, 2019 (each, a “Note” and collectively, the “Notes”), is made and entered into as of July 22, 2019, among Genius Brands International, Inc., a Nevada corporation (the “Company”), and the Holders (as identified on the signature pages hereto), constituting a majority-in-interest of the Notes (the “Required Holders”). Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Notes.
