Exhibit 10.1


 





CONVERSION AGREEMENT


 


This Conversion Agreement
(this “Agreement”), dated as of June 23, 2020, is by and among Genius Brands International, Inc., a Nevada corporation
(the “Company”) and the undersigned holder (the “Holder”) of senior secured convertible notes (“Notes”)
and common stock purchase warrants (“Warrants”) issued pursuant to that certain Securities Purchase Agreement,
dated March 11, 2020, by and among the Company and the purchasers identified on the signature pages thereto (collectively, the
“March 2020 Purchasers” and such Securities Purchase Agreement, the “March 2020 Purchase Agreement”).
Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the March 2020 Purchase
Agreement.


 


 


 


W I T N E S S E T H


 


 


WHEREAS, the Company
has requested that the Holder convert all of the outstanding principal amount of such Holder’s Note pursuant thereto;


 


WHEREAS, a portion
of such Holder’s Note was purchased pursuant to an Investor Note which must be repaid as a condition to the conversion of
such portion of the Holder’s Note;


 


WHEREAS, in consideration
for the repayment of the Investor Note and conversion of the Notes, the Company shall file a registration statement registering
the resale of all of the shares of Common Stock underlying the Notes;


 


NOW THEREFORE, the
parties hereto, each intending to be legally bound, and in consideration of the mutual covenants and acts set forth herein, agree
as follows:


 


		1.	Prepayment of Investor Notes and Conversion of Notes. Holder hereby agrees to prepay in
full the Investor Note held by it as set forth on such Holder’s signature page hereto and tender a Notice of Conversion for
the conversion in full of the Notes. The conversion of the Notes shall otherwise be pursuant to the terms of the Notes.



 


		2.	Leakout Agreement. The Holder shall have entered into the leak-out agreement in the form
of Annex A attached hereto (“Leak-Out Agreement”).



 


		3.	Registration Statement. The Company agrees that it will file a registration statement (“Registration
Statement”) on or before June 26, 2020 covering the resale of the shares of Common Stock issuable upon conversion of
the Notes issued pursuant to the March 2020 Purchase Agreement and will use its commercially reasonable efforts to cause such Registration
Statement to be declared effective as promptly as practicable; provided that such Registration Statement will only cover the resale
of the shares of Common Stock issuable to the Holder and other March 2020 Purchasers that enter into a leak-out agreement in form
and substance identical to Leak-Out Agreement. The Company shall not file any other registration statement until 30 days following
the date that the Registration Statement (and any other registration statement required to register for resale all of the shares
issued and issuable to the Holder pursuant to the Notes) is declared effective by the Commission.



 


		4.	Company Representation. After giving effect to the transactions contemplated hereunder and other
conversion agreements consummated with the other March 2020 Purchasers the number of shares of Common Stock issued and outstanding
shall be 217,609,359.



 


4.        Counterparts;
Facsimile Signatures. This Agreement may be executed or consented to in counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile
or electronically and, upon such delivery, the facsimile or electronically transmitted signature will be deemed to have the same
effect as if the original signature had been delivered to the other party.


 


[Signature Pages Follow]


 


 


 






    	 	1	 



     


    

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned, thereunto duly authorized,
as of the date first set forth above.


 





	 	GENIUS BRANDS INTERNATIONAL, INC.
	 	 
	 	___________________________
	 	Name:
	 	Title:



 





 


 











 


 


 


 


 


 


[Investor Signature Page Follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	2	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.


 


 


	
         

        

                                                                             

        [Print Name of Holder]
	 
	
         

         

                                                                             

        [Signature]
	 
	 	 
	Name:	 
	
        Title:

         

        Principal amount of Investor Note:

         

        Principal Amount of conversion of Note:

         

        Number of Shares to be issued upon conversion of Note:
	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	3	 



     


    

 


Exhibit A


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	4	 



     


    

 


Form of Leak-Out Agreement


 


LEAK-OUT AGREEMENT


 


June __, 2020


 


This agreement (the
“Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between GENIUS BRANDS
INTERNATIONAL, INC., a Nevada corporation (the “Company”), and the person or persons named on the signature
pages hereto (collectively, the “Holder”).


 


Reference is hereby
made to (a) the Securities Purchase Agreement, March 11, 2020, by and among the Company and the Holder (the “Purchase
Agreement”) in connection with the offering (the “Offering”) of the Company, pursuant to which the
Holder and certain other purchasers acquired senior secured convertible notes (“Notes”) and (b) common stock
purchase warrants (“Warrants”) in a private placement exempt from the registration requirements of the Securities
Act. Capitalized terms not defined herein shall have the meaning as set forth in the Purchase Agreement, unless otherwise set forth
herein.


 


The Holder agrees solely
with the Company that beginning on the time that the Company notifies the Holder (which shall be simultaneously with the time that
the Company notifies all Other Holders (as defined below)) that a resale registration statement on Form S-3 registering the resale
of the shares of Common Stock underlying the Note and Warrant issued to the Holder pursuant to the Purchase Agreement has been
declared effective (the “Effective Date”) and ending at 4:00 pm (New York City time) on the 30th
day following the Effective Date (such period, the “Restricted Period”), neither the Holder, nor any affiliate
of such Holder which (x) had or has knowledge of the transactions contemplated by the Purchase Agreement, (y) has or shares discretion
relating to such Holder’s investments or trading or information concerning such Holder’s investments, including in
respect of the Securities, or (z) is subject to such Holder’s review or input concerning such affiliate’s investments
or trading (together, the “Holder’s Trading Affiliates”), collectively, shall sell, dispose or otherwise
transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions
that would be equivalent to any sales or short positions) on any Trading Day during the Restricted Period (any such date, a “Date
of Determination”), shares of Common Stock of the Company, or shares of common stock of the Company underlying any Common
Stock Equivalents (as defined in the Purchase Agreement), held by the Holder on the date hereof, including the shares of Common
Stock of the Company issuable upon conversion of Notes and the exercise of Warrants (collectively, the “Restricted Securities”),
in an amount representing more than ___%[1]
of the trading volume of the Common Stock as reported by Bloomberg, LP on each applicable Date of Determination (“Leak-Out
Percentage”); provided, that the foregoing restriction shall not apply to any actual “long” (as defined in
Regulation SHO of the Securities Exchange Act of 1934, as amended) sales by the Holder or any of the Holder’s Trading Affiliates
at a price greater than $2.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations
or other similar events occurring after the date hereof) provided, further, the foregoing restriction shall not apply to any actual
“long” sales of shares of Common Stock purchased in open market transactions by the Holder or any of the Holder’s
Trading Affiliates during the Restricted Period.


 


Notwithstanding anything
herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, but not less
than all, of any Restricted Securities to any Person (an “Assignee”) in a transaction which does not need to
be reported on the consolidated tape on the Principal Market, without complying with (or otherwise limited by) the restrictions
set forth in this Leak-Out Agreement; provided, that as a condition to any such sale or transfer an authorized signatory of the
Company and such Assignee duly execute and deliver a leak-out agreement in the form of this Leak-Out Agreement.


 


The Company shall have
no right to repay any portion of the Investor’s debt during the period beginning on the date hereof and ending at the end
of the Restricted Period.


 


Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing
and shall be given in accordance with the terms of the Purchase Agreement.


 


 


________________________


 


[1]
       30% in the aggregate.


 


 


 






    	 	5	 



     


    

 


This Leak-Out Agreement
constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations,
letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto, including but not
limited to any prior leak-out agreements entered into between the Holder and the Company.


 


This Leak-Out Agreement
may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or
PDF signature and any such signature shall be of the same force and effect as an original signature.


 


The terms of this Leak-Out
Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and
assigns.


 


This Leak-Out Agreement
may not be amended or modified except in writing signed by each of the parties hereto.


 


All questions concerning
the construction, validity, enforcement and interpretation of this Leak-Out Agreement shall be governed by Sections 5.9 and Section
5.20 of the Purchase Agreement.


 


Each party hereto acknowledges
that, in view of the uniqueness of the transactions contemplated by this Leak-Out Agreement, the other party or parties hereto
may not have an adequate remedy at law for money damages in the event that this Leak-Out Agreement has not been performed in accordance
with its terms, and therefore agrees that such other party or parties shall be entitled to seek specific enforcement of the terms
hereof in addition to any other remedy it may seek, at law or in equity.


 


The obligations of
the Holder under this Leak-Out Agreement are several and not joint with the obligations of any other holder of any of the Securities
issued under the Purchase Agreement (each, an “Other Holder”) or under any other agreement, and the Holder shall
not be responsible in any way for the performance of the obligations of any Other Holder under any such other agreement. Nothing
contained herein, in this Leak-Out Agreement or in any other agreement, and no action taken by the Holder pursuant hereto, shall
be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity,
or create a presumption that the Holder and the Other Holders are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by this Leak-Out Agreement or any other agreement and the Company acknowledges that
the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Leak-Out Agreement or any other agreement. The Company and the Holder confirm that the Holder has independently participated
in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be
entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Leak-Out
Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.


 


The Company hereby
represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered
to any Other Holder with respect to any restrictions on the sale of Securities substantially in the form of this Leak-Out Agreement
(or any amendment, modification, waiver or release thereof) (each a “Settlement Document”), is or will be more
favorable to such Other Holder than those of the Holder and this Leak-Out Agreement. If, and whenever on or after the date hereof,
the Company enters into a Settlement Document with terms that are materially different from this Leak-Out Agreement, then (i) the
Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions
of this Leak-Out Agreement shall be, without any further action by the Holder or the Company, automatically amended and modified
in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or
conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any
time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term
or condition contained in this Leak-Out Agreement shall apply to the Holder as it was in effect immediately prior to such amendment
or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this paragraph
shall apply similarly and equally to each Settlement Document.


 


[The remainder of the page is intentionally
left blank]


 


 


 






    	 	6	 



     


    

 


The parties hereto have executed this Leak-Out Agreement as
of the date first set forth above.


 





	 	Sincerely,
	 	 
	 	GENIUS BRANDS INTERNATIONAL, INC.
	 	 
	 	 
	 	 
	 	By: _____________________
	 	Name: Michael Jaffa
	 	Title: General Counsel & Corporate Secretary



 


 


Agreed
to and Accepted:


 


“HOLDER”


 


__________________ 


 


By: ____________________


Name:


Title:


 


 


 


 


 


 





 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	7