Kartoon Studios, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT KARTOON STUDIOS, INC.
Common Stock Purchase Warrant • June 27th, 2023 • Kartoon Studios, 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 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 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2024, between Kartoon Studios, 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”).

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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”).

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COMMON STOCK PURCHASE WARRANT genius brands international, inc.
Security Agreement • May 19th, 2014 • 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 [___], 2014 (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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 28th, 2019 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 28, 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”).

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PRE-FUNDED COMMON STOCK PURCHASE WARRANT Kartoon studios, inc.
Pre-Funded Common Stock Purchase Warrant • October 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York

THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kartoon Studios, 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).

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COMMON STOCK PURCHASE WARRANT GENIUS BRANDS INTERNATIONAL, inc.
Common Stock Purchase Warrant • August 17th, 2018 • 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 [●][1] (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).

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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”).

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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”).

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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”).

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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.

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • October 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
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PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Kartoon studios, inc.
Placement Agent Common Stock Purchase Warrant • October 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York

THIS PLACEMENT AGENT 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 Kartoon Studios, 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 issued pursuant to that certain Engagement Agreement, by and between the Company and Roth Capital Partners, LLC, dated as of September 4, 2024.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 24th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2024, between Kartoon Studios, 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”).

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COMMON STOCK PURCHASE WARRANT GENIUS BRANDS INTERNATIONAL, inc.
Common Stock Purchase Warrant • January 8th, 2018 • 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 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).

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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”).

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COMMON STOCK PURCHASE WARRANT GENIUS BRANDS INTERNATIONAL, inc.
Common Stock Agreement • October 3rd, 2017 • 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 October 3, 2017 (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).

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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”).

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16% SENIOR SECURED CONVERTIBLE DEBENTURE DUE June 27, 2014
Convertible Security Agreement • July 3rd, 2012 • Genius Brands International, Inc. • 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”).

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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”).

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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").

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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).

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COMMON STOCK PURCHASE WARRANT Genius Brands International, Inc.
Security Agreement • March 11th, 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 ________[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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2024, between Kartoon Studios, 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”).

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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”).

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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”).

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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.

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EXHIBIT D
Guaranty • March 11th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

GUARANTY (this "Guaranty"), dated as of [ ], 2020, made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of the Buyers (as defined below) party to the Securities Purchase Agreement referenced below.

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PRE-FUNDED COMMON STOCK PURCHASE WARRANT Kartoon studios, inc.
Pre-Funded Common Stock Purchase Warrant • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York

THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kartoon Studios, 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 16th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2024, between Kartoon Studios, 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”).

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SERIES A COMMON STOCK PURCHASE WARRANT Kartoon studios, inc.
Warrant Agreement • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York

THIS SERIES A 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 that the Stockholder Approval (as defined below) is obtained and deemed effective and the NYSE American approves of the supplemental listing application related to such Stockholder Approval (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kartoon Studios, 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).

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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.

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • 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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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 11th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2024, between Kartoon Studios, 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”).

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