EXHIBIT 10.1


 


AMENDMENT, WAIVER AND CONSENT


 


This Amendment, Waiver
and Consent (the “Amendment”), dated as of July 22, 2019, is by and among Genius Brands International, Inc., a Nevada
corporation (the “Company”), and certain holders constituting (i) a majority-in-interest of the holders of the Company’s
10% Secured Convertible Notes due August 20, 2019 and (ii) 51% in interest of the shares of Common Stock issued pursuant to that
certain Securities Purchase Agreement dated as of January 8, 2018, by and among the Company and each purchaser identified on the
signature pages thereto (collectively, the “January 2018 Purchasers”) (the “January 2018 Purchase Agreement”),
identified on the signature pages hereto (each an “Investor,” and collectively, the “Investors”). Capitalized
terms used and not otherwise defined herein shall have the meanings set forth for such terms in that certain Securities Purchase
Agreement dated as of August 17, 2018 and as amended on February 14, 2019, by and among the Company and each purchaser identified
on the signature pages thereto (collectively, the “August 2018 Purchasers”) (the “August 2018 Purchase Agreement”).


 


W I T N E S S E T H


 


WHEREAS, the Company
and each of the January 2018 Purchasers (including certain of the Investors) is a party to the January 2018 Purchase Agreement;
and


 


WHEREAS, the Company
and each of the August 2018 Purchasers (including the Investors) is a party to the August 2018 Purchase Agreement; and


 


WHEREAS, pursuant to
the August 2018 Purchase Agreement, the Company has issued to each August 2018 Purchaser a 10% Secured Convertible Note due August
20, 2019 with a conversion price equal to $2.50 per share of Common Stock (each a “Note” and collectively, the “Notes”);
and


 


WHEREAS, pursuant to
Section 4.22(a) of the August 2018 Purchase Agreement, the Company is prohibited from entering into any agreement to issue or announce
the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents for an effective per share purchase
price of Common Stock of less than $2.50, subject to adjustment for reverse and forward stock splits and the like; and


 


WHEREAS, pursuant to
Section 4.12(a) of the January 2018 Purchase Agreement, the Company is prohibited from selling or granting any option to purchase,
or selling or granting any right to reprice, or otherwise disposing of or issuing (or announcing any offer, sale, grant or any
option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share of Common
Stock less than $3.00, subject to adjustment for reverse and forward stock splits and the like; and


 


WHEREAS, pursuant to
Section 4.22(c) of the August 2018 Purchase Agreement, the prohibition of Section 4.22(a) shall not apply in respect of an Exempt
Issuance; and


 


WHEREAS, pursuant to
Section 4.12(c) of the January 2018 Purchase Agreement, the prohibition of Section 4.12(a) shall not apply in respect of an Exempt
Issuance; and


 


WHEREAS, the Company
desires to enter into an agreement to issue or announce the issuance or proposed issuance of Common Stock or Common Stock Equivalents
in a public offering for an effective per share purchase price of Common Stock of less than $2.50 (such single instance of the
proposed issuance to be referred to herein as the “Offering”); and


 


WHEREAS, the Offering
does not qualify as an Exempt Issuance under each of the August 2018 Purchase Agreement and January 2018 Purchase Agreement; and


 


WHEREAS, Section 5.5
of the August 2018 Purchase Agreement provides that no provision of the August 2018 Purchase Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the August 2018
Purchasers holding at least a majority in interest of the component of the affected Securities then outstanding which must include
32 Advisors LLC for so long as 32 Advisors LLC holds a Note with outstanding principal and accrued interest of not less than $750,000
(the “Notes Majority in Interest”), or, in the case of a waiver, by the party against whom enforcement of any such
waived provision is sought; and


 


 


 






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WHEREAS, Section 5.5
of the January 2018 Purchase Agreement provides that no provision of the January 2018 Purchase Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the January 2018
Purchasers holding at least 51% in interest of the Shares then outstanding (the “Shares Majority in Interest”), or,
in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; and


 


WHEREAS, Section 8(b)
of each of the Notes provides that any provision of the Note may be amended, waived or modified only upon the written consent of
the Company and the “Required Holders” which is defined as the Holders holding a majority of the aggregate outstanding
principal due under the Notes (the “Required Holders”); and


 


WHEREAS, in consideration
for the Investors agreeing to (i) amend the definition of Exempt Issuance in each of the August 2018 Purchase Agreement and January
2018 Purchase Agreement to include the Offering, on a one-time basis, and the other transactions contemplated hereby as an Exempt
Issuance and (ii) waive, on a one-time basis, any applicable rights and remedies under each of (a) the August 2018 Purchase Agreement
with respect to Section 4.22(a) of the August 2018 Purchase Agreement and (b) the January 2018 Purchase Agreement with respect
to Section 4.12(a) of the January 2018 Purchase Agreement with respect to the Offering, on a one-time basis, and the other transactions
contemplated hereby, the Company shall agree to (i) an amendment of the Notes to reduce the conversion price of the Notes from
$2.50 per share of Common Stock to 1.515 (“Note Amendment”) and (ii) the issuance to the August 2018 Purchasers of
new warrants to purchase the same number of shares of Common Stock that were issued to each August 2018 Purchaser pursuant to the
August 2018 Purchase Agreement (for an aggregate amount of 1,800,000 shares of Common Stock to all the August 2018 Purchasers)
at an exercise price per share of $1.14 (the “Waiver Warrants”). The form of Note Amendment and the form of Waiver
Warrant are attached hereto as Exhibit A and Exhibit B, respectively; and


 


WHEREAS, the agreement
of the Investors as set forth in this Amendment is predicated on the understanding and agreement amongst the parties hereto that
such agreement and waiver pertains only to the Offering on a one-time basis, and any future offering, whether substantially similar
to the Offering or otherwise, is not permitted or agreed to by the Investors on the basis of this Amendment;


 


WHEREAS, the Company
and (i) a Notes Majority in Interest of the August 2018 Purchasers desire to amend certain terms of the August 2018 Purchase Agreement,
(ii) a Shares Majority in Interest of the January 2018 Purchasers desire to amend certain terms of the January 2018 Purchase Agreement
and (iii) the Required Holders desire to amend certain terms of the Notes, to reflect the foregoing.


 


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. Amendment, Waiver and Consent.
Each Investor hereby agrees to (i) amend the definition of Exempt Issuance in each of the August 2018 Purchase Agreement and January
2018 Purchase Agreement to include each of the Offering, the Note Amendment and the issuance of the Waiver Warrants as an Exempt
Issuance, (ii) waive any applicable rights and remedies under each of (a) the August 2018 Purchase Agreement with respect to Section
4.22(a) of the August 2018 Purchase Agreement and (b) the January 2018 Purchase Agreement with respect to Section 4.12(a) of the
January 2018 Purchase Agreement with respect to the Offering, the Note Amendment and the issuance of the Waiver Warrants, and (iii)
consent to each of the Offering, the Note Amendment and the issuance of the Waiver Warrants (the “Amendment, Waiver and Consent”).


 


2. Definitions. The definition of
“Exempt Issuance” in Section 1.1 of each of the August 2018 Purchase Agreement and the January 2018 Purchase Agreement
is hereby amended as follows: a new subsection is added to the end of the first sentence which shall read “and each of the
Offering, the Note Amendment and the issuance of the Waiver Warrants as defined in that certain Amendment, Waiver and Consent,
dated July 22, 2019, by and among the Company and the Investors identified on the signature pages thereto.”


 


3. Amendment to Conversion Cap.
The term “Conversion Cap” as that term is defined in Section 2(l) of the Notes and Section 4.23 of the August 2018
Purchase Agreement is hereby amended and restated as follows: “The Company and Purchasers agree, that pursuant to the terms
of the Notes, the Company shall not issue any shares of Common Stock upon conversion of the Notes or otherwise pursuant to the
terms of the Notes if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which
the Company may issue upon conversion of the Notes without breaching the Company’s obligations, if any, under Nasdaq Listing
Rule 5635(d) (as applicable, the “Conversion Cap”), except that such limitation shall not apply in the event that the
Company obtains the approval of its stockholders as required by the applicable rules of the Trading Market for issuances of shares
of Common Stock upon conversion of the Notes in excess of such amount. As of July 22, 2019, the Conversion Cap is not less than
2,099,098 shares of Common Stock.”


 


 


 






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4. Consideration; Notes and Warrants.
In consideration for the Amendment, Waiver and Consent, the Company hereby agrees to (i) enter into the Note Amendment attached
hereto as Exhibit A and (ii) issue to each of the August 2018 Purchasers a Waiver Warrant in the form attached hereto as
Exhibit B to purchase the same number of shares of Common Stock that were issued to each August 2018 Purchaser pursuant
to the August 2018 Purchase Agreement (for an aggregate amount of 1,800,000 shares of Common Stock to all the August 2018 Purchasers).


 


5. Effect of Amendment, Waiver and Consent.
Except as specifically set forth herein, each term and condition of each of the August 2018 Purchase Agreement, the January 2018
Purchase Agreement and the Notes shall continue in full force and effect.


 


6. Accredited Investor. The Investor
represents and warrants that is an “accredited investor” as defined in Rule 501 under the Securities Act of 1933, as
amended (the “Securities Act”). The Investor understands that the Waiver Warrants and the shares of Common Stock underlying
Waiver Warrants are not, and may never be, registered under the Securities Act or the securities laws of any state.


 


7. Counterparts; Facsimile Signatures.
This Amendment 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 Amendment 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]


 


 


 






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


 





	 	GENIUS BRANDS INTERNATIONAL, INC.
	 	 
	 	 
	 	  /s/ Andy Heyward
	 	Name:  Andy Heyward
	 	Title:  Chief Executive Officer




 


 


[Investor Signature Pages Follow]


 


 


 


 


 


 


 


 


 


 


 


 






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


	
         

        

        Anson Investments Master Fund LP

        [Print Name of Holder]
	 
	
         

         

        /s/ Amin Nathoo

        [Signature]
	 
	 	 
	Name: Amin Nathoo	 
	
        Title: Director of Anson Advisors Inc., co-investment advisor
        of the Holder

         

        Original Note Principal: $1,800,000

         
	 


 


 


 


 


 


 






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


	
         

        

        Iroquois Capital Investment Group, LLC      

        [Print Name of Holder]
	 
	
         

         

        /s/ Richard Abbe        

        [Signature]
	 
	 	 
	Name: Richard Abbe	 
	
        Title: Managing Partner

         

        Original Note Principal: $425,000       
	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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


	
         

        

        Iroquois Master Fund, Ltd.     

        [Print Name of Holder]
	 
	
         

         

        /s/ Richard Abbe     

        [Signature]
	 
	 	 
	Name: Richard Abbe	 
	
        Title: Director

         

        Original Note Principal: $250,000     

         
	 


 


 




 


 


 


 


 


 


 


 






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


	
         

        

        32 Entertainment, LLC     

        [Print Name of Holder]
	 
	
         

         

        /s/ Robert Wolf   
         [Signature]
	 
	 	 
	Name: Robert Wolf	 
	
        Title: Founder

         

        Original Note Principal: $1,000,000     

         
	 


 


 


 


 



 


 


 


 


 


 


 


 






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EXHIBIT A


 


 


AMENDMENT
TO SECURED CONVERTIBLE NOTES


DUE
AUGUST 20, 2019


 


This Amendment (this “Amendment”)
to the Secured Convertible Notes due August 20, 2019 (each, a “Note” and collectively, the “Notes”), is
made and entered into as of July 22, 2019, among Genius Brands International, Inc., a Nevada corporation (the “Company”),
and the Holders (as identified on the signature pages hereto), constituting a majority-in-interest of the Notes (the “Required
Holders”). Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Notes.


 


RECITALS:


 


WHEREAS, the Company, the Required
Holders and certain other parties thereto entered into a Securities Purchase Agreement dated as of August 17, 2018 as amended on
February 14, 2019 (the “SPA”) pursuant to which the Required Holders were issued Notes as set forth on the signature
pages hereto; and


 


WHEREAS, pursuant to Section 2(a)
of the Notes, the conversion price for the principal and interest, if any, in connection with conversions of the Notes by the Holders
is $2.50 per share of Common Stock, subject to adjustment herein (the “Conversion Price”); and


 


WHEREAS, Section 8(b) of each of
the Notes provides that any provision of the Note may be amended, waived or modified only upon the written consent of the Company
and the Required Holders; and


 


WHEREAS, the Company and the Required
Holders desire to amend certain terms of the Notes to reduce the Conversion Price pursuant to the terms of that certain Amendment,
Waiver and Consent entered into by the Company and the Required Holders on the date hereof.


 


NOW, THEREFORE, in consideration
of the premises and covenants contained herein, the parties agree as follows:


 


		1.	Section 2(a) of each of the Notes is hereby amended and restated in its entirety as follows:



 


“Conversion Price; Calculation of Conversion
Shares. The conversion price for the principal and interest, if any, shall be $1.515, subject to adjustment as described
herein (the “Conversion Price”). The number of Conversion Shares issuable upon a conversion hereunder
shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted by (y)
the Conversion Price.”


 


		2.	Section 2(l) of each of the Notes is hereby amended and restated in its entirety as follows:



 


“The Company
and Purchasers agree, that pursuant to the terms of the Notes, the Company shall not issue any shares of Common Stock upon conversion
of the Notes or otherwise pursuant to the terms of the Notes if the issuance of such shares of Common Stock would exceed the aggregate
number of shares of Common Stock which the Company may issue upon conversion of the Notes without breaching the Company’s
obligations, if any, under Nasdaq Listing Rule 5635(d) (as applicable, the “Conversion Cap”), except that such limitation
shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the
Trading Market for issuances of shares of Common Stock upon conversion of the Notes in excess of such amount. As of July 22, 2019,
the Conversion Cap is not less than 2,099,098 shares of Common Stock.”


 


 


 






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3.               
The Company represents that the holding period of the Notes and Conversion Shares as determined under Rule 144 is not affected
by the terms of this Amendment and tack back to the original issue date of the Notes.


 


4.               
The Company and the Holder hereby acknowledge and agree that the additional shares of Common Stock issuable pursuant to
the terms of this Amendment shall be deemed to be an “Exempt Issuance” pursuant to the definition of “Exempt
Issuance” as defined in the SPA.


 


5.               
This Amendment shall be governed in accordance with terms of the Note.


 


6.               
This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed by the Company and the Required Holders, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


[REST OF THIS PAGE LEFT INTENTIONALLY
BLANK]


 


 


 






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IN WITNESS WHEREOF, the Company and
the Holder have executed this Amendment as of the date first above written.


 





	 	COMPANY
	 	 
	 	Genius Brands International, Inc.
	 	 
	 	 
	 	___________________________
	 	By:
	 	Its:







 


 


[Holder signature page follows]


 


 


 


 






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IN WITNESS WHEREOF, the Company and
the Holder have executed this Amendment as of the date first above written.


 


 


	
         

        

        ____________________________________________

        [Print Name of Holder]
	 
	
         

         

        ____________________________________________

        [Signature]
	 
	 	 
	Name:  	 
	Title:	 
	
         

        Original Note Principal: $

         
	 
	 	 
	 	 
	 	 


 


 


 


 






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EXHIBIT B


 


 


FORM OF WAIVER WARRANT


 


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


GENIUS
BRANDS INTERNATIONAL, inc.


 


	Warrant Shares: ______________	Issue Date:  July [●], 2019
	 Initial Exercise Date:  January [●]1, 2020
	 	 	 


 


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 January [●]2, 2020
(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). This Warrant is being issued in connection with that
certain Amendment, Waiver and Consent, dated as of July [●], 2019, among the Company and the signatories thereto.


 


_____________________


1 Six months
and one day after issuance.


2 Six months and
one day after issuance. 







 






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Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated August 16, 2018, among the Company and the purchasers signatory thereto. 


 


Section 2. Exercise.


 


a) Exercise of Warrant. Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as
it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to
the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company.
Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder
shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased
and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of
receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of
the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares
available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


b) Exercise Price.
The exercise price per share of the Common Stock under this Warrant shall be $1.14, subject to adjustment hereunder (the “Exercise
Price”).


 


c) Cashless Exercise.
If at any time after the six month anniversary of the Initial Exercise Date, there is no effective registration statement registering,
or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised,
in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing (A-B) (X) by (A), where:


 


	(A)	 	= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
	(B)	 	= the Exercise Price of this Warrant, as adjusted hereunder; and
	(X)	 	= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


  


 


 






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If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period
of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares.  The Company agrees not
to take any position contrary to this Section 2(c).


 


“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the
Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCBB, OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCBB, OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCBB, OTCQB or OTCQX and if prices for the Common Stock are
then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all
other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCBB, OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCBB, OTCQB or OTCQX as
applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCBB, OTCQB or OTCQX and if prices for the Common
Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.


 


Notwithstanding anything
herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to
this Section 2(c).


 


d) Mechanics of Exercise. 


 


i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earlier of (i) the earlier of (A) two (2) Trading Days after the delivery to the Company
of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the
number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such
date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other
than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer
agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.  As used herein,
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on
the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice
of Exercise.


 


 


 






    	 	7	 



     


    

 


ii. Delivery of New
Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 


iii. Rescission Rights.
If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the
Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv. Compensation for
Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount,
if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such
purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the
Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the
Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


  


v. No Fractional Shares
or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.


 


vi. Charges, Taxes
and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto (the “Assignment Form”)
duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any
Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar
functions) required for same-day electronic delivery of the Warrant Shares.


 


vii. Closing of Books.
The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.


 


 


 






    	 	8	 



     


    

  


e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates, such other Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder, its Affiliates and Attribution
Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,
any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence,
for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates or Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates or Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written
or oral request of a Holder, the Company shall within two Trading Days confirm orally or in writing to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates
or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e)
shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day
after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.


  


Section 3. Certain Adjustments.


 


a) Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common
Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares
of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such
event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


 


 






    	 	9	 



     


    

  


b) Subsequent Rights
Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the
Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or
beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right
to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation).


 


c) Pro Rata Distributions.
During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its
assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such
Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would
result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such
extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever,
as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


 


 






    	 	10	 



     


    

 


d) Fundamental Transaction.
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the
other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant
which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder
to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being
for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),
and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,
the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company
herein. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity
(as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal
to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental
Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including
not approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity,
as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion),
at the Black Scholes Value (as defined below) of the unexercised portion of this Warrant, that is being offered and paid to the
holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form
of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative
forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means the value
of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined
as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement
of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the
price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental
Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date. The payment of the Black Scholes Value will be made by wire transfer of immediately available
funds within five (5) Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction).


 


 


 






    	 	11	 



     


    

  


e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


f) Notice to Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email
to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice
or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


  


Section 4. Transfer of Warrant.


 


a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions
of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration
rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated
agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder
or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company
unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within
three (3) Trading Days of the date the Holder delivers an Assignment Form to the Company assigning this Warrant full. The Warrant,
if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having
a new Warrant issued.


 


b) New Warrants.
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its
agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall
be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


 


 






    	 	12	 



     


    

  


c) Warrant Register.
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.


 


d) Transfer Restrictions.
If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant
shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable
state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information
requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee
of this Warrant, as the case may be, comply with the provisions of Section 4.1 of the Purchase Agreement.


 


e) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any
exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 


Section 5. Miscellaneous.


 


a) No Rights as
Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder
of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.


 


b) Loss, Theft,
Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of
such Warrant or stock certificate.


 


c) Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business
Day.


  


d) Authorized Shares.


 


The Company
covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be
listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by
the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such
issue).


 


Except and
to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its articles of incorporation, as amended, or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise
of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under
this Warrant.


 


 


 






    	 	13	 



     


    

 


Before taking
any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


  


e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.


 


f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed
by state and federal securities laws.


 


g) Nonwaiver and
Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all
rights to exercise this warrant hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply
with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such
amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder.


 


h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.


 


i) Limitation of
Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


k) Successors and
Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to
the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.


 


l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


  


m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


 


********************


 


(Signature Page Follows)


 


 


 


 






    	 	14	 



     


    

  


 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	
        GENIUS BRANDS INTERNATIONAL,
        inc.

         

         




	
        By:__________________________________________

        Name:

        Title:

         

	 


 


 


 


 


 






    	 	15	 



     


    

 


NOTICE OF EXERCISE


 


To: GENIUS BRANDS
INTERNATIONAL, inc.


 


 


(1) The undersigned hereby elects to purchase
________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if any.


  


(2) Payment shall take the form of (check
applicable box):


 


[ ] in lawful money of the United States;
or


 


[ ] if permitted the cancellation of such
number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant
with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection
2(c).


 


(3) Please issue said Warrant Shares in the
name of the undersigned or in such other name as is specified below:


 


____________________


 


The Warrant Shares shall be delivered to
the following DWAC Account Number:


 


____________________


 


____________________


 


____________________


 


(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ______________________________________________________


Signature of Authorized Signatory of
Investing Entity: ________________________________


Name of Authorized Signatory: __________________________________________________


Title of Authorized Signatory: ___________________________________________________


Date: ______________________________________________________________________


 


 


 


 


 






    	 	16	 



     


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute
this form and supply required information. Do not use this form to purchase shares.)


FOR VALUE RECEIVED, the foregoing Warrant
and all rights evidenced thereby are hereby assigned to


	Name:	 
	 	(Please Print)
	Address:	 
	 	(Please Print)
	Phone Number:	 
	Email Address	 
	Dated: _______________ __, ______	 
	Holder’s Signature: _______________	 
	Holder’s Address: ________________	 


 


 


 


 


 


 


 


 






    	 	17