EXHIBIT 2.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of March 21, 2005, by and between Genius Products, Inc., a Delaware corporation (the "COMPANY"), and American Vantage...Registration Rights Agreement • March 25th, 2005 • Genius Products Inc • Services-allied to motion picture production
EXHIBIT 10.31 LEASELease Agreement • March 30th, 2004 • Genius Products Inc • Services-allied to motion picture production
EXHIBIT 10.38 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Genius Products Inc • March 31st, 2005 • Services-allied to motion picture production • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • May 26th, 2005 • Genius Products Inc • Services-allied to motion picture production • New York
EXHIBIT 10.36 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of March 15, 2004, by and among Genius Products, Inc., a Nevada corporation (the "COMPANY"), the purchasers signatory hereto...Registration Rights Agreement • March 31st, 2005 • Genius Products Inc • Services-allied to motion picture production • New York
SERVICE(S) AGREEMENT THIS SERVICE AGREEMENT, made and entered into as of the date set forth in Paragraph 1, below and between COST CARE, INC., (dba UNICARE MANAGED CARE SERVICES), a Massachusetts corporation, hereinafter referred to as the medical...Service(s) Agreement • December 17th, 1999 • Genius Products Inc • Wholesale-durable goods, nec • California
EXHIBIT 10.3 LICENSE AGREEMENT ----------------- THIS LICENSE AGREEMENT ("Agreement") is dated the 8th day of September, 2003, between Falcon Picture Group, LLC ("Falcon"), with its principal office at 974 Estes Court, Schaumburg, Illinois 60193...License Agreement • May 17th, 2004 • Genius Products Inc • Services-allied to motion picture production
1 EXHIBIT 4.2 SHAREHOLDERS AGREEMENT AGREEMENT, made and entered into as of March 31, 1999, by and among each of the persons identified as "Shareholders" on the signature pages to this Agreement (each a "Shareholder" and together the "Shareholders")...Shareholders Agreement • November 2nd, 1999 • Genius Products Inc • Nevada
SETTLEMENT AGREEMENT -------------------- (INVESTMENT AGREEMENT) ---------------------- SETTLEMENT AGREEMENT between Genius Products, Inc., a Nevada corporation ("GPI") and American Public Media Group (formerly known as Minnesota Communications...Settlement Agreement • April 17th, 2001 • Genius Products Inc • Wholesale-durable goods, nec • California
WITNESSETH:Lease Agreement • March 30th, 2004 • Genius Products Inc • Services-allied to motion picture production
EXHIBIT 10.16 NON-QUALIFIED STOCK OPTION AGREEMENT AMENDED AND RESTATED 1997 STOCK OPTION PLAN This Non-Qualified Stock Option Agreement is dated as of ____________, _____ (the "Option Agreement"), and is made by and between Genius Products, Inc. (the...Non-Qualified Stock Option Agreement • March 31st, 2005 • Genius Products Inc • Services-allied to motion picture production • California
EXHIBIT 99.2 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of May 20, 2005, by and among Genius Products, Inc., a Delaware corporation (the "COMPANY"), and the purchasers...Registration Rights Agreement • May 26th, 2005 • Genius Products Inc • Services-allied to motion picture production
CHANGE OF CONTROL ----------------- EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into as of February 1, 2000 between Genius Products, Inc., a Nevada corporation (the...Employment Agreement • April 14th, 2000 • Genius Products Inc • Wholesale-durable goods, nec • California
Grant Number INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is made by and between Genius Products, Inc., a Nevada corporation, (the "Corporation"), and (EMPLOYEE'S NAME) (the "Optionee"). NOW, THEREFORE, in...Incentive Stock Option Agreement • September 19th, 2003 • Genius Products Inc • Wholesale-durable goods, nec • California
EXHIBIT 2.7 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Genius Products Inc • March 25th, 2005 • Services-allied to motion picture production
INTRODUCTION:Employment Agreement • August 10th, 2005 • Genius Products Inc • Services-allied to motion picture production
STOCK OPTION AGREEMENT ---------------------- (Form S-8 Shares) --------------- Stock Option Agreement dated as of May 25, 2000, between Genius Products, Inc. (the "COMPANY") and Dorian Lowell (the "GRANTEE"). WHEREAS, the Grantee is an officer of the...Stock Option Agreement • August 21st, 2000 • Genius Products Inc • Wholesale-durable goods, nec • California
EXHIBIT 10.37 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Genius Products Inc • March 31st, 2005 • Services-allied to motion picture production • New York
EXHIBIT 10.36 SECURITY AGREEMENTSecurity Agreement • March 30th, 2004 • Genius Products Inc • Services-allied to motion picture production • New York
EXHIBIT 10.30 SUBLEASE AGREEMENT SUBLEASE INFORMATION 740 LOMAS SANTA FE DRIVE SOLANA BEACH, CASublease Agreement • March 30th, 2004 • Genius Products Inc • Services-allied to motion picture production
LICENSE AGREEMENT ----------------- THIS EXCLUSIVE LICENSE AGREEMENT ("AGREEMENT") dated as of December 8, 2000, is by and between GENIUS PRODUCTS, INC., a California Corporation ("LICENSOR"), c/o of its licensing agent Global Icons, LLC ("GLOBAL"),...License Agreement • April 17th, 2001 • Genius Products Inc • Wholesale-durable goods, nec • California
EXHIBIT 4.10 CONSULTING AGREEMENT CONSULTING AGREEMENT between Genius Products, Inc (the "Company") and Drew Emmer ("Consultant") dated as of July 30, 2002 (the "Agreement"). WHEREAS, the Company wishes to engage Consultant to solicit sales of the...Consulting Agreement • August 7th, 2002 • Genius Products Inc • Wholesale-durable goods, nec • California
EXHIBIT 99.5 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is made effective as of August 23, 2004 ("Effective Date"), by and between Andrew C. Schmidt ("Employee") and Genius Products, Inc., a Nevada corporation...Employment Agreement • November 12th, 2004 • Genius Products Inc • Services-allied to motion picture production • California
WITNESSETH:Employment Agreement • April 30th, 2002 • Genius Products Inc • Wholesale-durable goods, nec • California
LICENSE AGREEMENTLicense Agreement • November 2nd, 1999 • Genius Products Inc
SUBLEASE TORREY HILLS CORPORATE CENTREGenius Products Inc • November 2nd, 1999 • California
Exhibit 4.5 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made as of February 1, 2002, by and between GENIUS PRODUCTS, INC., having its principal offices at 11250 El Camino Real, Suite 100, San Diego, CA 92130 (the "Company") and...Consulting Agreement • August 7th, 2002 • Genius Products Inc • Wholesale-durable goods, nec • New York
EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of December 6, 2005, by and among GENIUS PRODUCTS, INC., a Delaware corporation (the "COMPANY"), and the investors signatory...Registration Rights Agreement • December 8th, 2005 • Genius Products Inc • Services-allied to motion picture production • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 25th, 2005 • Genius Products Inc • Services-allied to motion picture production • Nevada
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • December 8th, 2005 • Genius Products Inc • Services-allied to motion picture production • New York
EXHIBIT 99.3 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Genius Products Inc • December 8th, 2005 • Services-allied to motion picture production
1 EXHIBIT 10.9 INTERNATIONAL TRADING & MANUFACTURING CORPORATION SENIOR EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT between International Trading & Manufacturing Corporation, a Nevada corporation ("ITM" or the "COMPANY") and Klaus Moeller,...Employment Agreement • November 2nd, 1999 • Genius Products Inc • California
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of July __, 1997 ("Agreement") is by and between Salutations, Inc., a Nevada corporation, ("Salutations"), and International...Agreement and Plan of Reorganization • November 2nd, 1999 • Genius Products Inc
VOTING AGREEMENTVoting Agreement • December 16th, 2005 • Genius Products Inc • Services-allied to motion picture production • Delaware
AGREEMENT JOINT FILING OF SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the statement on Schedule 13D to which this Agreement is attached, and any amendments thereto that may be deemed necessary, pursuant to Regulation 13D-G under...Genius Products Inc • December 16th, 2005 • Services-allied to motion picture production
Each of the undersigned hereby agrees to file jointly the statement on Schedule 13D to which this Agreement is attached, and any amendments thereto that may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.
