genius_8k-ex1002.htm


    
EXHIBIT 10.2

    
 

    REGISTRATION RIGHTS
AGREEMENT

    


    This
Registration Rights Agreement (this “Agreement”) is made and
entered into as of February 17, 2009, by and among Genius Products, Inc., a
Delaware corporation (the “Company”), and the investors
from time to time signatory hereto (each an “Investor” and collectively,
the “Investors”).

     

    Recitals

     

    WHEREAS,
pursuant to the terms of that certain Note and Warrant Purchase Agreement, dated
as of the date hereof, among the Company, Genius Products, LLC (“Genius LLC”) and the Investors (the
“Purchase Agreement”),
the Company and Genius have agreed to sell to the Investors and the Investors
have agreed to purchase Notes in an aggregate principal amount of up to
$9,500,000 and Warrants exercisable for that number of shares of Common Stock of
the Company (the “Warrant
Shares”) set forth opposite each Investor’s name on Schedule I hereto;
and

     

    WHEREAS,
in order to induce the Investors to consummate the transactions contemplated by
the Purchase Agreement, the Company has agreed to grant to the Investors the
registration rights set forth in this Agreement.

     

    NOW,
THEREFORE, the parties hereto, in consideration of the foregoing, the mutual
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged,
hereby agree as follows:

     

    1.           Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement will have the meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms have the
respective meanings set forth in this Section 1:

     

    “Advice” has the meaning set
forth in Section 6(c).

     

    “Commission” means the
Securities and Exchange Commission.

     

    “Common Stock” shall mean the common
stock of the Company, par value $0.0001 per share, and any securities into which
such common stock may hereafter be reclassified.

     

    “Effective Date” means, as to
a Registration Statement, the date on which such Registration Statement is first
declared effective by the Commission.

     

    “Effectiveness Date” means,
subject in each instance to Section 2(f):

     

    (a) with respect to the initial
Registration Statement required to be filed under Section 2(a), the earlier of
(i) the 120th day
following the Closing Date (the 150th day if
the Commission reviews and has written comments to the initial Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission) and (ii) the fifth Trading Day following the date on which
the Company is notified by the Commission that such initial Registration
Statement will not be reviewed or is no longer subject to further review and
comments;

     


    
      
         


      

      
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        EXHIBIT
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    (b) with respect to any additional
Registration Statements that may be required pursuant to Section 2(b), the
earlier of (i) the 90th day
following (x) if such Registration Statement is required because the Commission
shall have notified the Company in writing that certain Registrable Securities
were not eligible for inclusion on a previously filed Registration Statement,
the date or time on which the Commission shall indicate as being the first date
or time that such Registrable Securities may then be included in a Registration
Statement, or (y) if such Registration Statement is required for a reason other
than as described in (x) above, the date on which the Company first knows, or
reasonably should have known, that such additional Registration Statement(s) is
required; provided, that, if
the Commission reviews and has written comments to a Registration Statement
filed under Section 2(b) that would require the filing of a pre-effective
amendment thereto with the Commission, then the Effectiveness Date under this
clause (b)(i) for such Registration Statement shall be the earlier of the
120th day
following the date that the Company first knows, or reasonably should have
known, that such additional Registration Statement is required under such
Section, and (ii) the fifth Trading Day following the date on which the Company
is notified by the Commission that such additional Registration Statement will
not be reviewed or is no longer subject to further review and comments;
and

     

    (c) with respect to a Registration
Statement required to be filed under Section 2(c), the earlier of: (c)(i) the
90th
day following the date on which the Company becomes eligible to utilize Form S-3
to register the resale of Common Stock; provided, that, if
the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (c)(i) shall
be the earlier of the 120th day
following the date on which the Company becomes eligible to utilize Form S-3 to
register the resale of Common Stock, and (ii) the fifth Trading Day following
the date on which the Company is notified by the Commission that the initial
Registration Statement will not be reviewed or is no longer subject to further
review and comments.

     

    “Effectiveness Period” has the
meaning set forth in Section 2(a).

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Filing Date” means, subject
in each instance to Section 2(f), (a) with respect to the initial Registration
Statement required to be filed under Section 2(a), the 45th day
following the Closing Date; (b) with respect to any additional Registration
Statements that may be required pursuant to Section 2(b), the 30th day
following (x) if such Registration Statement is required because the Commission
shall have notified the Company in writing that certain Registrable Securities
were not eligible for inclusion on a previously filed Registration Statement,
the date or time on which the Commission shall indicate as being the first date
or time that such Registrable Securities may then be included in a Registration
Statement, or (y) if such Registration Statement is required for a reason other
than as described in (x) above, the date on which the Company first knows, or
reasonably should have known, that such additional Registration Statement(s) is
required, but in any event no earlier than the initial Filing Date; and (c) with
respect to a Registration Statement required to be filed under Section 2(c), the
30th
day following the date on which the Company becomes eligible to utilize Form S-3
to register the resale of Common Stock, but in any event no earlier than the
initial Filing Date.

     


    
      
         


      

      
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    “Holder” or “Holders” means the holder or
holders, as the case may be, from time to time of Registrable
Securities.

     

    “Indemnified Party” has the
meaning set forth in Section 5(c).

     

    “Indemnifying Party” has the
meaning set forth in Section 5(c).

     

    “Losses” has the meaning set
forth in Section 5(a).

     

    “New York Courts” means the
state and federal courts sitting in the City of New York, Borough of
Manhattan.

     

    “Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.

     

    “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

     

    “Registrable Securities”
means: (i) the Warrant Shares, and (ii) any securities issued or issuable upon
any stock split, dividend or other distribution, recapitalization or similar
event, or any price adjustment with respect to any of the securities referenced
in (i) above.

     

    “Registration Statement” means
the initial registration statement required to be filed in accordance with
Section 2(a) and any additional registration statement(s) required to be filed
under Section 2(b) and 2(c), including (in each case) the Prospectus, amendments
and supplements to such registration statements or Prospectus, including pre-
and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference
therein.

     

    “Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Rule 415” means Rule 415
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     


    
      
         


      

      
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    “Rule 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

    2.           Registration.

     

    (a)           On
or prior to each Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415,
on Form S-1 or if eligible, Form S-3 (or on such other form appropriate for such
purpose), which Registration Statement will contemplate the ability of such
Holder to do an underwritten offering.  Such Registration Statement
shall contain (except if otherwise required pursuant to written comments
received from the Commission upon a review of such Registration Statement) the
“Plan of Distribution” attached hereto as Annex
A.  The Company shall use its reasonable best efforts to cause
such Registration Statement to be declared effective under the Securities Act as
soon as possible but, in any event, no later than its Effectiveness Date, and
shall use its reasonable best efforts to keep the Registration Statement
continuously effective under the Securities Act until the date which is the
earlier of (i) such time as all of the Registrable Securities covered by such
Registration Statement have been publicly sold by the Holders, or (ii) such time
as all of the Registrable Securities covered by such Registration Statement may
be sold by the Holders pursuant to Rule 144 as determined by the counsel to the
Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness
Period”).  By 5:00 p.m. (New York City time) on the Business
Day immediately following the Effective Date of each Registration Statement, the
Company shall file with the Commission in accordance with Rule 424 under the
Securities Act the final prospectus to be used in connection with sales pursuant
to such Registration Statement (whether or not such filing is technically
required under such Rule).  If for any reason other than due solely to
Commission restrictions, a Registration Statement is effective but not all
outstanding Registrable Securities are registered for resale pursuant thereto,
then the Company shall prepare and file by the applicable Filing Date an
additional Registration Statement to register the resale of all such
unregistered Registrable Securities for an offering to be made on a continuous
basis pursuant to Rule 415.

     

    (b)           If
for any reason the Commission does not permit all of the Registrable Securities
to be included in the Registration Statement filed pursuant to Section 2(a), or
for any other reason any outstanding Registrable Securities are not then covered
by an effective Registration Statement, then the Company shall prepare and file
by the Filing Date for such Registration Statement, an additional Registration
Statement covering the resale of all Registrable Securities not already covered
by an existing and effective Registration Statement for an offering to be made
on a continuous basis pursuant to Rule 415, on Form S-1 or if eligible, Form S-3
(or on such other form appropriate for such purpose); provided, however,
that the Company shall not be required to file such additional Registration
Statement, or may exclude shares from such additional Registration Statement, if
it believes in good faith, based upon advice from the Commission’s Staff, that
application of Rule 415 would not permit registration of all or the excluded
portion of such Registrable Securities; provided further that the Company shall
be obligated to use reasonable best efforts to advocate with the Commission for
the registration of all of the Registrable Securities in accordance with
Commission guidance.  If the Commission does require a reduction in
the number of Registrable Securities or other shares of Common Stock that may be
included in a Registration Statement, the number of Registrable Securities or
other shares of Common Stock to be registered on such Registration Statement
will be reduced on a pro rata basis based on the total number of unregistered
shares held by the holders thereof, subject to a determination by the Commission
that certain holders must be reduced before other holders based on the number of
shares held by such holders.  Each such additional Registration
Statement shall contain (except if otherwise required pursuant to written
comments received from the Commission upon a review of such additional
Registration Statement) the “Plan of Distribution” attached hereto as Annex
A.  The Company shall use its reasonable best efforts to cause
each such additional Registration Statement to be declared effective under the
Securities Act as soon as possible but, in any event, by its Effectiveness Date,
and shall use its reasonable best efforts to keep such additional Registration
Statement continuously effective under the Securities Act during the entire
Effectiveness Period.

     


    
      
         


      

      
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    (c)           Promptly
following any date on which the Company becomes eligible to use a registration
statement on Form S-3 to register the Registrable Securities for resale, the
Company shall file a registration statement on Form S-3 covering the Registrable
Securities (or a post-effective amendment on Form S-3 to the then effective
Registration Statement) and shall use its reasonable best efforts to cause
such Registration Statement to be declared effective as soon as possible
thereafter, but in any event prior to the Effectiveness Date therefor. Such
Registration Statement shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration
Statement) the “Plan of Distribution” attached hereto as Annex
A.  The Company shall use its reasonable best efforts to cause
such Registration Statement to be declared effective under the Securities Act as
soon as possible but, in any event, by its Effectiveness Date, and shall use its
reasonable best efforts to keep such additional Registration Statement
continuously effective under the Securities Act during the entire Effectiveness
Period.

     

    (d)            Subject
to Section 2(f), if: (i) a Registration Statement is not filed on or prior to
its Filing Date (if the Company files a Registration Statement, except in the
case of an amendment that does not  concern a Holder, without
affording the Holders the opportunity to review and comment on the same as
required by Section 3(a) hereof, the Company shall not be deemed to have
satisfied this clause (i)), or (ii) a Registration Statement is not declared
effective by the Commission on or prior to its required Effectiveness Date, or
(iii) after its Effective Date, without regard for the reason thereunder or
efforts therefore, such Registration Statement ceases for any reason to be
effective and available to the Holders as to all Registrable Securities to which
it is required to cover at any time prior to the expiration of its Effectiveness
Period for more than an aggregate of 15 calendar days (which need not be
consecutive) in any 12-month period (any such failure or breach being referred
to as an “Event,” and
for purposes of clauses (i) or (ii) the date on which such Event occurs, or for
purposes of clause (iii) the date which such 15 calendar day-period is exceeded,
being referred to as “Event
Date”), then in addition to any other rights the Holders may have
hereunder or under applicable law, on each monthly anniversary of each such
Event Date (if the applicable Event shall not have been cured by such date)
until the applicable Event is cured, the Company shall pay to each Holder an
amount in cash, as partial liquidated damages and not as a penalty, equal to 1%
of the fair market value as determined in good faith by the Company’s board of
directors of the Registrable Securities held by such Holder.  If the
Company fails to pay any partial liquidated damages pursuant to this Section in
full within seven days after the date payable, the Company will pay interest
thereon at a rate of 10% per annum (or such lesser maximum amount that is
permitted to be paid by applicable law) to the Holder, accruing daily from the
date such partial liquidated damages are due until such amounts, plus all such
interest thereon, are paid in full.  The partial liquidated damages
pursuant to the terms hereof shall apply on a daily pro-rata basis for any
portion of a month prior to the cure of an Event, except in the case of the
first Event Date.

     


    
      
         


      

      
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    (e)           Each
Holder agrees to furnish to the Company a completed Questionnaire in the form
attached to this Agreement as Annex B (a “Selling Holder
Questionnaire”).  The Company shall not be required to include
the Registrable Securities of a Holder in a Registration Statement and shall not
be required to pay any liquidated or other damages under Section 2(d) to any
Holder who fails to furnish to the Company a fully completed Selling Holder
Questionnaire at least two Trading Days prior to the Filing Date (subject to the
requirements set forth in Section 3(a)).

     

    (f)           Notwithstanding the defined terms set forth in Section
1, if on or prior to May 30, 2009 the Company has terminated, or taken material
steps towards terminating (including filing of a Form 15 with the Commission),
the registration of the Common Stock under the Exchange Act in compliance with
applicable securities laws, then the term “Closing Date” used in the definitions
of “Filing Date” and “Effectiveness Date” hereunder shall mean the date that is
the one-year anniversary of the effectiveness of the termination of registration
of the Common Stock, but no later than June 30, 2010.  For example, if
the registration of the Common Stock is terminated on March 31, 2009, the
“Filing Date” for purposes of filing the initial Registration Statement
under Section 2(a) shall be the 45th day
following the one-year anniversary of such date, or May 15, 2010.

     

    3.           Registration
Procedures.

     

    In
connection with the Company’s registration obligations hereunder, the Company
shall:

     

    (a)           Not
less than four Trading Days prior to the filing of a Registration Statement or
any related Prospectus or any amendment or supplement thereto, the Company shall
furnish to each Holder copies of the “Selling Stockholders” section of such
document, the “Plan of Distribution” and any risk factor contained in such
document that addresses specifically this transaction or the Selling
Stockholders, as proposed to be filed which documents will be subject to the
review of such Holder.  The Company shall not file a Registration
Statement, any Prospectus or any amendments or supplements thereto in which the
“Selling Stockholder” section thereof differs from the disclosure received from
a Holder in its Selling Holder Questionnaire (as amended or
supplemented).  The Company shall not file a Registration Statement,
any Prospectus or any amendments or supplements thereto in which it (i)
characterizes any Holder as an underwriter, (ii) excludes a particular
Holder due to such Holder refusing to be named as an underwriter (except as
otherwise permitted in Section 2(b)), or (iii) reduces the number of
Registrable Securities being registered on behalf of a Holder except pursuant
to, in the case of subsection (iii), comments received from the Commission,
without, in each case, such Holder’s express written authorization.

     


    
      
         


      

      
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    (b)           (i)  Prepare
and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness
Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424; (iii) respond as promptly as
reasonably possible to any comments received from the Commission with respect to
each Registration Statement or any amendment thereto and, as promptly as
reasonably possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to such Registration
Statement that would not result in the disclosure to the Holders of material and
non-public information concerning the Company; and (iv) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with
respect to the Registration Statements and the disposition of all Registrable
Securities covered by each Registration Statement.

     

    (c)           Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than three Trading Days prior to such filing and, in the case of
(v) below, not less than three Trading Days prior to the financial statements in
any Registration Statement becoming ineligible for inclusion therein) and (if
requested by any such Person) confirm such notice in writing no later than one
Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed
to be filed; (B) when the Commission notifies the Company whether there will be
a “review” of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement (the Company shall provide true and
complete copies thereof and all written responses thereto to each of the Holders
that pertain to the Holders as a Selling Stockholder or to the Plan of
Distribution, but not information which the Company believes would constitute
material and non-public information); and (C) with respect to each Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to a Registration Statement or
Prospectus or for additional information; (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading.

     


    
      
         


      

      
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10.2

      

    


    (d)           Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

     

    (e)           Furnish
to each Holder, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto and all exhibits to the extent requested by
such Person (including those previously furnished) promptly after the filing of
such documents with the Commission.

     

    (f)           Promptly
deliver to each Holder, without charge, as many copies of each Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may reasonably request.  The
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.

     

    (g)           Prior
to any public offering of Registrable Securities, register or qualify such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of all jurisdictions within the United States, to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
Registration Statements.

     

    (h)           Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statements, which certificates shall be free, to
the extent permitted by the Purchase Agreement, of all restrictive legends, and
to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holders may request.

     

    (i)           Upon
the occurrence of any event contemplated by Section 3(c)(v), as promptly as
reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.

     

    (j)           Make
available to any underwriter participating in such offering and the
representatives of any underwriter (but not more than one firm of counsel to
such Holders), all financial and other information as shall be reasonably
requested by them, and provide the underwriter and the representatives of such
underwriter the opportunity to discuss the business affairs of the Company with
its principal executives and independent public accountants who have certified
the audited financial statements included in such Registration Statement, in
each case all as reasonably necessary to enable them to exercise their due
diligence responsibility under the Securities Act; provided, however, that
information that the Company determines, in good faith, to be confidential and
which the Company advises such Person in writing is confidential shall not be
disclosed unless such Person signs a confidentiality agreement reasonably
satisfactory to the Company.

     


    
      
         


      

      
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    (k)           In
the event of any underwritten or agented offering, select an underwriter
reasonably acceptable to Holders of a majority in interest of the Regsitrable
Securities, enter into and perform its obligations under an underwriting
agreement, in customary and usual form, with the managing underwriter of such
underwritten offering, including, without limitation, to obtain a so-called
“comfort letter” from the Company’s independent public accountants, and legal
opinions of counsel to the Company addressed to the underwriter participating in
such offering, in customary form and covering such matters of the type
customarily covered by such letters, and in a form that shall be reasonably
satisfactory to the underwriters.  Delivery of any such opinion or
comfort letter shall be subject to the recipient furnishing such written
representations or acknowledgements as are required or customarily provided by
selling shareholders who receive such comfort letters or opinions.

     

    (l)           Otherwise
use its reasonable efforts to comply with all applicable rules and regulations
of the Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least
twelve months, beginning with the first fiscal quarter beginning after the
effective date of the Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act;

     

    (m)           Use
its reasonable efforts to list such Registrable Securities on any securities
exchange or interdealer quotation system on which the Common Stock is then
listed, if the listing or quotation of such Registrable Securities is then
permitted under the rules of such exchange or interdealer quotation
system;

     

    (n)           Upon
the request of the Holders, take any and all other actions which may be
reasonably necessary to complete the registration and thereafter to complete the
distribution of the Registrable Securities so registered.

     

    4.           Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement.  In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder.  The
Company shall not be responsible for the payment of underwriting discounts or
similar fees, discounts or commissions.

     


    
      
         


      

      
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        EXHIBIT
10.2

      

    


    5.           Indemnification.

     

    (a)           Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, investment advisors, partners, members and employees of each
of them, each Person who controls any such Holder (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred,
arising out of or relating to any violation by the Company of the Securities
Act, Exchange Act, or any state securities law or any rule or regulation
thereunder in connection with the performance of its obligations to register
securities under this Agreement, or any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex
A hereto for this purpose) or (2) in the case of an occurrence of an
event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of
an outdated or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt
by such Holder of an Advice or an amended or supplemented Prospectus, but only
if and to the extent that following the receipt of the Advice or the amended or
supplemented Prospectus the misstatement or omission giving rise to such Loss
would have been corrected.  The Company shall notify the Holders
promptly of the institution, threat or assertion of any Proceeding of which the
Company is aware in connection with the transactions contemplated by this
Agreement.

     


    
      
         


      

      
        10

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    (b)           Indemnification by
Holders. Each Holder shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, arising solely out of
or based solely upon: (x) such Holder’s failure to comply with the prospectus
delivery requirements of the Securities Act (without regard to the content of
such prospectus) or (y) any untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto, or arising solely out of or based solely upon
any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading to the extent, but only to the extent
that, (1) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement (it being understood that the
Holder has approved Annex A hereto for
this purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement thereto or (2) in the case of an occurrence of an event of the type
specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or
defective Prospectus after the Company has notified such Holder in writing that
the Prospectus is outdated or  defective and prior to the receipt by
such Holder of an Advice or an amended or supplemented Prospectus, but only if
and to the extent that following the receipt of the Advice or the amended or
supplemented Prospectus the misstatement or omission giving rise to such Loss
would have been corrected.  In no event shall the liability of any
selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

     

    (c)           Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying
Party”) in writing, and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such
failure shall have proximately and materially adversely prejudiced the
Indemnifying Party.

     

    An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party).  The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter
of such Proceeding.

     


    
      
         


      

      
        11

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    All fees
and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder; provided, that the Indemnifying Party may require such Indemnified
Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).

     

    (d)           Contribution.  If
a claim for indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

     

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 5(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the net proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.

     


    
      
         


      

      
        12

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification
provisions under the Purchase Agreement.

     

    6.           Miscellaneous.

     

    (a)           Remedies.  In
the event of a breach by the Company or by a Holder, of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

     

    (b)           Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

     

    (c)           Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(c), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has
received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus or Registration
Statement.  The Company may provide appropriate stop orders to enforce
the provisions of this paragraph.

     

    (d)           Piggy-Back
Registrations.  If at any time during the Effectiveness
Period  there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and
file with the Commission a registration statement relating to an offering for
its own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.

     


    
      
         


      

      
        13

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    (e)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this Section 6(e), may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Holders of no less than a majority in interest of the then outstanding
Registrable Securities.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of certain Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such waiver or consent
relates.

     

    (f)           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile (provided the sender receives a
machine-generated confirmation of successful transmission) at the facsimile
number specified in this Section prior to 6:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a Trading Day or later than 6:30
p.m. (New York City time) on any Trading Day, (c) the Trading Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier
service, or (d) upon actual receipt by the party to whom such notice is required
to be given.  The address for such notices and communications shall be
as follows:

     

    
      
        	
              	
                If
      to the Company:

              	
                Genius
      Products, Inc.

                
                  
                    3301
      Exposition Blvd., Suite 100

                  

                  
                    Santa
      Monica, CA 90404

                  

                  
                    Facsimile:  (310)
      401-2865

                  

                  
                    Attention:  Chief
      Executive Officer

                  

                

              


      

    

    
       

    

     

    
      
        	
              	
                With
      a copy to:

              	
                Reed
      Smith LLP

                  
                    355
      Grand Avenue, Suite 2900

                    Los
      Angeles, CA 90071

                     

                    Attention:
      Allen Z. Sussman,
Esq.

                  

                

              


      

    

    
       

      
        	
              	
                If
      to a Investor:

              	
                To
      the address set forth under such Holder’s name on the signature pages
      hereto.

              


      

    

     

    
      If to any
other Person who is then the registered Holder:

    

     

    
      To the
address of such Holder as it appears in the stock transfer books of the
Company

    

     

    or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.

     

    (g)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  The Company may not assign
its rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign their respective rights hereunder in
the manner and to the Persons as permitted under the Purchase
Agreement.

     


    
      
         


      

      
        14

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    (h)           Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

     

    (i)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
Affiliates, employees or agents) will be commenced in the New York
Courts.  Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum.  Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.  Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any Proceeding arising out of or
relating to this Agreement or the transactions contemplated
hereby.  If either party shall commence a Proceeding to enforce any
provisions of this Agreement, then the prevailing party in such Proceeding shall
be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
Proceeding.

     

    (j)           Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

     

    (k)           Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.

     

    (l)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     


    
      
         


      

      
        15

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    (m)           Independent Nature of
Investors’ Obligations and Rights.  The obligations of each
Investor under this Agreement are several and not joint with the obligations of
each other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this
Agreement.  Nothing contained herein or in any Transaction Document,
and no action taken by any Investor pursuant thereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Investors are in any
way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement or any other Transaction
Document.  Each Investor acknowledges that no other Investor will be
acting as agent of such Investor in enforcing its rights under this
Agreement.  Each Investor shall be entitled to independently protect
and enforce its rights, including without limitation the rights arising out of
this Agreement, and it shall not be necessary for any other Investor to be
joined as an additional party in any Proceeding for such purpose.  The
Company acknowledges that each of the Investors has been provided with the same
Registration Rights Agreement for the purpose of closing a transaction with
multiple Investors and not because it was required or requested to do so by any
Investor.

     

    (n)           Rights of
Holders. Each Holder shall have the
absolute right to exercise or refrain from exercising any right or rights which
such Holder may have by reason of this Agreement or any Registrable Security,
including, without limitation, the right to consent to the waiver of any
obligation of the Company under this Agreement and to enter into an agreement
with the Company for the purpose of modifying this Agreement or any agreement
effecting any such modification, and such Holder shall not incur any liability
to any other Holder with respect to exercising or refraining from exercising any
such right or rights.

     

    (o)           Rule 144. To the extent that the Company is subject to the
filing and reporting requirements of the Securities Act and the Exchange Act,
and so long as there are Registrable Securities outstanding, the Company will
file the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the Commission thereunder,
make and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act, and will take such further action
as any Holder may reasonably request, all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by (i)
Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (ii) any similar rule or regulation hereafter adopted by the
Commission. Upon the request of any Holder, the Company will deliver to such
Holder a written statement as to whether it has complied with such information
and requirements and with a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents of the Company as a Holder
may reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to sell any such securities without
registration.

     

    (p)           Enforcement
Costs. In the event of any dispute
hereunder proceeding to litigation, the prevailing party shall be entitled to
recover from the other party, all costs and expenses incurred, including
attorneys’ fees.

     


    
      
         


      

      
        16

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    (q)           Subsequent
Closings.  One or more Investors
may become party to this agreement after the Closing Date and have all of the
rights and obligations hereunder by executing a signature page hereto; provided,
however, that the ascension of additional Investors to this Agreement shall not
alter the definition of Closing Date.

     

    


     

    
 

     

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        17

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    


     

    
      	 
      	
              GENIUS
      PRODUCTS, INC.

            
	
               

               
      

            	 
      
	 
      	
              By:        /s/
      Trevor
      Drinkwater                    
      

            
	 
      	
              Name:
      Trevor Drinkwater

            
	 
      	
              Title:
      Chief Executive Officer

            


    

     

     

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OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGES OF INVESTORS TO FOLLOW]

     

    


    


    


     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
        18

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

    


    


    
      	 
      	
              By:  /s/ George
      Bolton                           
                         

            
	 
      	 
      
	 
      	
              Name:  George
      Bolton                                                

            
	 
      	 
      
	 
      	
              Title:                                                               
                   
      

            
	 
      	 
      
	 
      	 
      
	 
      	
              ADDRESS
      FOR NOTICE

            
	 
      	 
      
	 
      	
              c/o: 
                                                                     
                   
      

            
	 
      	 
      
	 
      	
              Street:
      2440 Pacific
      Ave                                            

            
	 
      	 
      
	 
      	
              City/State/Zip:
      San Francisco,
      CA
      94115              

            
	 
      	 
      
	 
      	
              Attention:
      George
      Bolton                                     
        

            
	 
      	 
      
	 
      	
              Tel:                                                                        
             

            
	 
        	 
      
	 
      	
              Fax:                                                            
                       
      

            
	 
      	 
      
	 
      	
              Email:                                                
                                
      

            


    

    



    
      
         


      

      
        19

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    


     

    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    


    
      	 
      	
              J.
      CAIRD INVESTORS (BERMUDA), L.P.

            
	 
      	
              By: 
      Wellington Management Company, LLP, as investment
  adviser

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              By:    /s/ Steven M.
      Hoffman                          
                   

            
	 
      	 
      
	 
      	
              Name:    Steven M.
      Hoffman                            
                                    

            
	 
      	 
      
	 
      	
              Title:
          Vice President &
      Counsel                    
                

            
	 
      	 
      
	 
      	 
      
	 
      	
              ADDRESS
      FOR NOTICE

            
	 
      	 
      
	 
      	
              c/o:
      Wellington
      Management Company,
      LLP           

            
	 
      	 
      
	 
      	
              Street:
      75 State
      Street                                 
                         

            
	 
      	 
      
	 
      	
              City/State/Zip:
      Boston MA,
      02109      
                             

            
	 
      	 
      
	 
      	
              Attention:
      Legal Services –
      Steven M.
      Hoffman       

            
	 
      	 
      
	 
      	
              Tel:    (617)
      790-7429                                 
                           

            
	 
      	 
      
	 
      	
              Fax:    (617)
      289-5699                                 
                              

            
	 
      	 
      
	 
      	
              Email:    seclaw@wellington.com         
                             

            


    

    


    



    
      
         


      

      
        20

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    


    
      	 
      	
              J.
      CAIRD PARTNERS, L.P.

            
	 
      	
              By: 
      Wellington Management Company, LLP, as investment
  adviser

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              By:   /s/ Steven M.
      Hoffman                    
                      

            
	 
      	 
      
	 
      	
              Name:
          Steven M.
      Hoffman                    
                    

            
	 
      	 
      
	 
      	
              Title:
          Vice President &
      Counsel                          

            
	 
      	 
      
	 
      	 
      
	 
      	
              ADDRESS
      FOR NOTICE

            
	 
      	 
      
	 
      	
              c/o:
      Wellington
      Management Company,
      LLP       

            
	 
      	 
      
	 
      	
              Street:
      75 State
      Street                              
                       

            
	 
      	 
      
	 
      	
              City/State/Zip:
      Boston MA,
      02109            
                              

            
	 
      	 
      
	 
      	
              Attention:
      Legal Services – Steven M.
      Hoffman  

            
	 
      	 
      
	 
      	
              Tel:    (617)
      790-7429                     
                                  

            
	 
      	 
      
	 
      	
              Fax:    (617)
      289-5699                  
                                     

            
	 
      	 
      
	  	
              Email:    seclaw@wellington.com                             

            


    

    



    
      
         


      

      
        21

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    


    
      	 
      	
              JANUS
      INVESTMENT FUND

            
	 
      	
              On
      Behalf of its Participating Series

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              By:    /s/ William
      Bales                                 
                 

            
	 
      	 
      
	 
      	
              Name:
          William
      Bales                                             

            
	 
      	 
      
	 
      	
              Title:
          Portfolio
      Manager                                      

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              ADDRESS
      FOR NOTICE

            
	 
      	 
      
	 
      	
              c/o:
      Janus Capital
      Management
      LLC                      
      

            
	 
      	 
      
	 
      	
              Street:
          151 Detroit
      Street                         
                  
      

            
	 
      	 
      
	 
      	
              City/State/Zip:
      Denver, CO
      80206                           
      

            
	 
      	 
      
	 
      	
              Attention:     Angela
      Morton                                   
      

            
	 
      	 
      
	 
      	
              Tel:    (303)
      336-4358                            
                           
      

            
	 
      	 
      
	 
      	
              Fax:    (303)
      316-5728                                                 
      

            
	 
      	 
      
	 
      	
              Email:    angela.morton@janus.com                       
      

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    Annex A

    Plan
of Distribution

     

    The
Selling Stockholders and any of their pledgees, donees, transferees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions.  These sales
may be at fixed or negotiated prices.  The Selling Stockholders may
use any one or more of the following methods when selling shares:

     

    
      	
               
      

            	
              ·

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits Investors;

            


    

     

    
      	
               
      

            	
              ·

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

     

    
      	
               
      

            	
              ·

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

     

    
      	
               
      

            	
              ·

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

     

    
      	
               
      

            	
              ·

            	
              an
      underwritten offering;

            


    

     

    
      	
               
      

            	
              ·

            	
              privately
      negotiated transactions;

            


    

     

    
      	
               
      

            	
              ·

            	
              to
      cover short sales made after the date that this Registration Statement is
      declared effective by the
Commission;

            


    

     

    
      	
               
      

            	
              ·

            	
              broker-dealers
      may agree with the Selling Stockholders to sell a specified number of such
      shares at a stipulated price per
share;

            


    

     

    
      	
               
      

            	
              ·

            	
              a
      combination of any such methods of sale;
and

            


    

     

    
      	
               
      

            	
              ·

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.

     

    Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be
negotiated.  The Selling Stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions
involved.

     

    The
Selling Stockholders may from time to time pledge or grant a security interest
in some or all of the shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell shares of Common Stock from time to time under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.

     


    
      
         


      

      
        23

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    Upon the
Company being notified in writing by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of Common
Stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of Common Stock were sold, (iv)the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction.  In
addition, upon the Company being notified in writing by a Selling Stockholder
that a donee or pledgee intends to sell more than 500 shares of Common Stock, a
supplement to this prospectus will be filed if then required in accordance with
applicable securities law.

     

    The
Selling Stockholders also may transfer the shares of Common Stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.

     

    The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales.  In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Discounts,
concessions, commissions and similar selling expenses, if any, that can be
attributed to the sale of Securities will be paid by the Selling Stockholder
and/or the purchasers.  Each Selling Stockholder has represented and
warranted to the Company that it acquired the securities subject to this
registration statement in the ordinary course of such Selling Stockholder’s
business and, at the time of its purchase of such securities such Selling
Stockholder had no agreements or understandings, directly or indirectly, with
any person to distribute any such securities.

     

    The
Company has advised each Selling Stockholder that it may not use shares
registered on this Registration Statement to cover short sales of Common Stock
made prior to the date on which this Registration Statement shall have been
declared effective by the Commission.  If a Selling Stockholder uses
this prospectus for any sale of the Common Stock, it will be subject to the
prospectus delivery requirements of the Securities Act.  The Selling
Stockholders will be responsible to comply with the applicable provisions of the
Securities Act and Exchange Act, and the rules and regulations thereunder
promulgated, including, without limitation, Regulation M, as applicable to such
Selling Stockholders in connection with resales of their respective shares under
this Registration Statement.

     

    The
Company is required to pay all fees and expenses incident to the registration of
the shares, but the Company will not receive any proceeds from the sale of the
Common Stock.  The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.

     


    
      
         


      

      
        24

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    Annex B

     

    GENIUS
PRODUCTS, INC.

     

    Selling
Securityholder Notice and Questionnaire

     

    The
undersigned beneficial owner of common stock (the “Common Stock”), of GENIUS PRODUCTS, INC. (the
“Company”) understands
that the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a Registration
Statement for the registration and resale of the Registrable Securities, in
accordance with the terms of the Registration Rights Agreement, dated as of
February 17, 2009 (the “Registration Rights
Agreement”), among the Company and the Investors named
therein.  A copy of the Registration Rights Agreement is available
from the Company upon request at the address set forth below.  All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.

     

    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    
      	
               
      

            	
              1.

            	
              Name.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Full
      Legal Name of Selling Securityholder

            
	 	 	 


    

     

    
    

    


    
      	
               
      

            	
              (b)

            	
              Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities Listed in Item 3 below are
    held:

            
	 	 	 


    

     

    
    

    


    
      	
               
      

            	
              (c)

            	
              Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by the questionnaire):

            
	 	 	 


    

     

     

     

    2.  Address
for Notices to Selling Securityholder:

     

    
      	 
      
	 
      
	 
      
	
              Telephone:
      ______________________________________

            
	
              Fax:____________________________________________

            
	
              Contact
      Person:_____________________________________

            


    

     

     

    
      
         

      

      
        25

        
          

        

      

      
         

        EXHIBIT
10.2

      

    

    
 

    
      	
               
      

            	
              3.  Beneficial
      Ownership of Registrable
Securities:

            


    

     

    
      	
               
      

            	
              Type
      and Principal Amount of Registrable Securities beneficially
      owned:

            
	 	
               

               

            
	 	 
	 	 


    

     

     

    


     

    
      	
               
      

            	
              4.  Broker-Dealer
      Status:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
              Note:

            	
              If
      yes, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Are
      you an affiliate of a
broker-dealer?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
               
      

            	
              (c)

            	
              If
      you are an affiliate of a broker-dealer, do you certify that you bought
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
              Note:

            	
              If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
               
      

            	
              5.  Beneficial
      Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

            


    

     

    Except
as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.

     

    
      	
               
      

            	
              Type
      and Amount of Other Securities beneficially owned by the Selling
      Securityholder:

            
	 	 
	 	 


    

     

     

    



    
      
         


      

      
        26

        
          

        

      

      
         


        EXHIBIT
10.2

      

    


    


    
      	
               
      

            	
              6.  Relationships
      with the Company:

            


    

     

    Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

     

    
      	
               
      

            	
              State
      any exceptions here:

            
	 	 
	 	 


    

     

    
 

     

    The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
and prior to the Effective Date for the Registration Statement.

     

    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 6 and the inclusion of such
information in the Registration Statement and the related
prospectus.  The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Registration Statement and the related prospectus.

     

    IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
and Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

     

     

    

       

      
        	Dated: __________________________________	      
                Beneficial
      Owner:                                                       

                


                By:                                                         
                            

                Name: 

                Title:

              


      

       

    

     

    


    PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    Reed
Smith LLP

    355 South
Grand Ave., Suite 2900

    Los
Angeles, CA  90071

    Attention: Allen Z.
Sussman, Esq.

    Facsimile:  (213)
457-8080

    


    


     

     

     

    27