REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2009 • Genius Products Inc • Services-allied to motion picture production • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 17, 2009, by and among Genius Products, Inc., a Delaware corporation (the “Company”), and the investors from time to time signatory hereto (each an “Investor” and collectively, the “Investors”).
ContractSecurities Agreement • February 24th, 2009 • Genius Products Inc • Services-allied to motion picture production
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 REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
ContractNote Agreement • February 24th, 2009 • Genius Products Inc • Services-allied to motion picture production • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 24th, 2009 • Genius Products Inc • Services-allied to motion picture production • New York
This Note and Warrant Purchase Agreement (this “Agreement”), dated as of February 17, 2009, is made by and among Genius Products, Inc., a Delaware corporation (“Genius Inc.”), Genius Products, LLC, a Delaware limited liability company (“Genius LLC” and, collectively with Genius Inc., “Genius”), and each of the other parties whose name appears from time to time on the signature pages hereto (each an “Investor” and collectively, the “Investors”).
