SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2024, between Kartoon Studios, 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Kartoon studios, inc.Pre-Funded Common Stock Purchase Warrant • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kartoon Studios, 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).
SERIES A COMMON STOCK PURCHASE WARRANT Kartoon studios, inc.Warrant Agreement • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
THIS SERIES A 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 that the Stockholder Approval (as defined below) is obtained and deemed effective and the NYSE American approves of the supplemental listing application related to such Stockholder Approval (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kartoon Studios, 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
SERIES B COMMON STOCK PURCHASE WARRANT Kartoon studios, inc.Series B Common Stock Purchase Warrant • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
THIS SERIES B 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 that the Stockholder Approval (as defined below) is obtained and deemed effective and the NYSE American approves of the supplemental listing application related to such Stockholder Approval (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the eighteenth month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kartoon Studios, 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Kartoon studios, inc.Placement Agent Common Stock Purchase Warrant • December 18th, 2024 • Kartoon Studios, Inc. • Services-motion picture & video tape production • New York
THIS PLACEMENT AGENT 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 that Stockholder Approval (as defined below) is obtained and deemed effective and the NYSE American approves of the supplemental listing application related to such Stockholder Approval (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 18, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kartoon Studios, 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). This Warrant is issued pursuant to that certain Engagem
