SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2012 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2012, 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”).
COMMON STOCK PURCHASE WARRANT genius brands international, inc.Genius Brands International, Inc. • July 3rd, 2012 • Services-motion picture & video tape production
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments LP 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 June 27, 2012 (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 5,000,000 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).
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”).
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”).
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
