SHARES OF COMMON STOCK OF GENIUS BRANDS INTERNATIONAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2019 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
The undersigned, Genius Brands International, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Genius Brands International, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. (“Aegis”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
