COMMON STOCK PURCHASE WARRANT KARTOON STUDIOS, INC.Kartoon Studios, Inc. • June 27th, 2023 • 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,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 28, 2020, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
COMMON STOCK PURCHASE WARRANT GENIUS BRANDS INTERNATIONAL, inc.Genius Brands International, Inc. • January 8th, 2018 • 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).
COMMON STOCK PURCHASE WARRANT genius brands international, Inc.Common Stock Purchase Warrant • October 30th, 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 October 30, 2025 (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 • May 28th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2020, 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”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
SECURITY AGREEMENTSecurity 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
SHARES OF COMMON STOCK OF GENIUS BRANDS INTERNATIONAL, INC. UNDERWRITING AGREEMENTUnderwriting 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.
COMMON STOCK PURCHASE WARRANT Genius Brands International, Inc.Genius Brands International, Inc. • March 11th, 2020 • 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).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Kartoon studios, inc.Kartoon Studios, Inc. • October 18th, 2024 • 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).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
NOTE PURCHASE AGREEMENTNote 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").
PLEDGE AND SECURITY AGREEMENTPledge 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”).
16% SENIOR SECURED CONVERTIBLE DEBENTURE DUE June 27, 2014Genius Brands International, Inc. • July 3rd, 2012 • 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”).
EMPLOYMENT AGREEMENTEmployment 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).
WARRANT EXERCISE AGREEMENTWarrant 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
EMPLOYMENT AGREEMENTEmployment 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.
AGREEMENT TO CONVERT UNPAID SALARYAgreement 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”).
EMPLOYMENT AGREEMENTEmployment 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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”).
PERSONAL AND CONFIDENTIAL Genius Brands International, Inc.Personal and Confidential • January 8th, 2018 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 4th, 2018 • Genius Brands International, Inc. • Services-motion picture & video tape production • California
This Loan and Security Agreement (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of September 28, 2018, by and between Llama Productions LLC, a California limited liability company (the “Borrower”), and Bank Leumi USA, a New York banking corporation (the “Lender”).
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • January 23rd, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production
This Warrant Exercise Agreement (this “Agreement”), dated as of January 22, 2020, 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, $0.001 par value per share (the “Common Stock”).
PERSONAL AND CONFIDENTIALPersonal and Confidential • April 19th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
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
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • February 13th, 2017 • Genius Brands International, Inc. • Services-motion picture & video tape production
This Warrant Exercise Agreement (this “Agreement”), dated as of February 9, 2017, 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, par value $0.001 per share (the “Common Stock”), issued by the Company, which warrant is exercisable until November 3, 2020 at an exercise price (the “Exercise Price”) of $3.30 per share (the “Original Warrant”).
AGREEMENT TO CONVERT UNPAID SALARYAgreement • 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 Howard Balaban (referred to herein as the “Holder”) and Genius Brands International, Inc., a Nevada corporation (referred to herein as the “Company”).
Subordination AgreementSubordination Agreement • July 3rd, 2012 • Genius Brands International, Inc. • Services-motion picture & video tape production
The undersigned lender (the “Creditor”) is a creditor of Genius Brands International, Inc. (the “Company”, and the Company and all of the direct and indirect subsidiaries of the Company presently existing or hereafter formed or acquired, each, a “Borrower” and collectively referred to herein as “Borrowers”) and desires that the Purchasers (each, a “Senior Lender”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lenders may deem proper, including indebtedness of up to $1,000,000 pursuant to 16% senior secured convertible debentures to be issued pursuant to that certain securities purchase agreement dated June 27, 2012 among the Company and the Senior Lenders (the “Purchase Agreement”). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. For the purpose of inducing the Senior Lenders to consummating the transactions under the Purchase Agreement, and to continue or r
SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT betweenShare Purchase Agreement • December 6th, 2021 • Genius Brands International, Inc. • Services-motion picture & video tape production
F&M Film- und Medien Beteiligungs GmbH, a limited liability company organized under the laws of Austria, with its registered seat (Sitz) in 1010 Wien, Wollzeile 6/8, Austria and registered with the company register (Firmenbuch) under docket number FN 267730 x.
