PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 11th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
PLEDGE AND SECURITY AGREEMENT, dated as of March __, 2020 (this “Agreement”), made by Genius Brands International, Inc., a Nevada corporation (the “Company”), and each other Subsidiary of the Company hereafter becoming party hereto (together with the Company, each a “Grantor” and, collectively, the “Grantors”), in favor of Anson Investments Master Fund LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of March 11, 2020 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 11th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of March [●], 2020, by and among Genius Brands International, Inc., a Nevada corporation with offices located at 190 N. Canon Drive, 4th Fl., Beverly Hills, CA 90210 (the "Company") and the investor signatory hereto (the "Investor").
COMMON STOCK PURCHASE WARRANT Genius Brands International, Inc.Security Agreement • March 11th, 2020 • 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 5:00 p.m. (New York City time) on ________[1] (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).
EXHIBIT DGuaranty • March 11th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
GUARANTY (this "Guaranty"), dated as of [ ], 2020, made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of the Buyers (as defined below) party to the Securities Purchase Agreement referenced below.
VOTING AGREEMENTVoting Agreement • March 11th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
VOTING AGREEMENT, dated as of March __, 2020 (this "Agreement"), by and between Genius Brands International, Inc., a Nevada corporation (the "Company"), and the stockholder listed on the signature page hereto under the heading "Stockholder".
GENIUS BRANDS INTERNATIONAL, INC. March __, 2020Lock-Up Agreement • March 11th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of March 11, 2020 by and among Genius Brands International, Inc. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of (i) a new series of senior secured convertible notes of the Company, which are convertible into shares of Common Stock and (ii) warrants which will be exercisable to purchase shares of Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
MASTER NETTING AGREEMENTMaster Netting Agreement • March 11th, 2020 • Genius Brands International, Inc. • Services-motion picture & video tape production • New York
MASTER NETTING AGREEMENT (the "Agreement"), dated as of March __, 2020, by and among Genius Brands International, Inc., a Nevada corporation (the "Company") and the investor signatory hereto (the "Investor", and together with the Company, the "Parties" and each a "Party").
