0001019687-15-003907 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2015 • Genius Brands International, Inc. • Services-motion picture & video tape production

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 4th, 2015 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2015, 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.
Common Stock Purchase Warrant • November 4th, 2015 • 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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