0001683168-17-002554 Sample Contracts

COMMON STOCK PURCHASE WARRANT GENIUS BRANDS INTERNATIONAL, inc.
Genius Brands International, Inc. • October 3rd, 2017 • 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 October 3, 2017 (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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 3rd, 2017 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 3, 2017, 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”).

PERSONAL AND CONFIDENTIAL Genius Brands International, Inc. Beverly Hills, CA 90210
Personal and Confidential • October 3rd, 2017 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
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