0001683168-17-000294 Sample Contracts

COMMON STOCK PURCHASE WARRANT GENIUS BRANDS INTERNATIONAL, inc.
Common Stock Purchase Warrant • February 13th, 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 six months and one day 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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WARRANT EXERCISE AGREEMENT
Warrant 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”).

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