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Item 9A. Controls and Procedures

2022-04-06 compared with 2021-03-31 · 2693 added, 2353 removed, 506 unchanged (91% of the section changed)

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Internal Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under

the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial

officer and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and

includes those policies and procedures that:

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated

under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial

officer and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies

and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

1 unchanged sentence

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of our inherent limitations, our

internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to

be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness

of our internal control over financial reporting as of December 31, 2020.

In making this assessment, management used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –

Framework (2013 Framework).

Based on this assessment, our management,

with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal

financial and accounting officer), has concluded that, as of December 31, 2020, our internal control over financial reporting

were effective based on those criteria.

Evaluation of Disclosure Controls

and Procedures

We carried out an evaluation, under the supervision and

with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness

of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934, as amended (the ‘‘Exchange Act’’).

Disclosure controls and procedures include, without

limitation, controls and procedures that are designed to ensure that information required to be disclosed by an issuer in the reports

that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its

principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions

Because of our inherent limitations,

our internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be

effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –

Integrated Framework (2013 Framework).

Based on this

assessment, our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief

Financial Officer (principal financial and accounting officer), has concluded that, as of December 31, 2021, our internal control

over financial reporting was not effective based on those criteria.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a

reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on

a timely basis.

ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which are observed in many

small companies with a small number of accounting and financial reporting staff:

Insufficient segregation of duties on certain controls or processes;

Limited resources to design and implement internal control procedures to support financial reporting objectives;

Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner;

Insufficient documentation related to review type controls and information technology controls.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation,

under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,

of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)

under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’).

Disclosure controls and procedures

include, without limitation, controls and procedures that are designed to ensure that information required to be disclosed by an issuer

in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including

its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

Based upon our evaluation, our chief executive officer and chief financial officer concluded that

our disclosure controls and procedures were effective for the year ended December 31, 2020 in ensuring that information that we

are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the Securities and Exchange Commission rules and forms.

Changes in Internal Control

over Financial Reporting

There were no changes in our internal

control over financial reporting that occurred during the fourth quarter of our last fiscal year that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure

controls and procedures were effective for the year ended December 31, 2021, in ensuring that information that we are required to

disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC rules and forms.

Plan to Remediate the Material Weaknesses

Management had been implementing

and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated,

such that these controls are designed, implemented, and operating effectively.

Such measures include the following:

Continue to hire qualified accounting personnel to prepare and report financial information in accordance with GAAP;

Continue to develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures.

Changes in Internal Control over Financial

the year ended December 31, 2021, we continued to execute upon our planned remediation actions which are all intended to strengthen our

overall control environment.

This included hiring additional accounting personnel during the year at our corporate headquarters

and other locations.

We are committed to maintaining a strong internal control environment and believe that these remediation efforts

will represent significant improvements in our control environment.

Our management will continue to monitor and evaluate the relevance

of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis

and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Inherent Limitations over Internal Controls

Internal control over financial

reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including

the possibility of human error and circumvention by collusion or overriding of controls.

Accordingly, even an effective internal control

system may not prevent or detect material misstatements on a timely basis.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance

with the policies or procedures may deteriorate.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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Executive Officers, Promoters and Control Persons

The following

table sets forth information about our directors and executive officers as of March 30, 2021:

following table sets forth information about our directors and executive officers as of April 4, 2022:

Chief Executive Officer and Chairman of the Board of Directors

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Chief Operating Officer and Corporate Secretary

Joseph “Gray”

Joseph “Gray” Davis *

Clark Hallren *

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Anthony Thomopoulos *

Karen McTier *

* Denotes directors who are “independent”

Cynthia Turner-Graham*

_________________

* Denotes directors who are “independent”

under applicable SEC and Nasdaq rules.

Our directors hold office until the

earlier of their death, resignation or removal or until their successors have been elected and qualified.

Our Board of Directors has reviewed the

materiality of any relationship that each of our directors has with the Company, either directly or indirectly.

Based upon this

review, our Board of Directors has determined that the following members of the Board of Directors are “independent

directors”

Our directors hold office

until the earlier of their death, resignation or removal or until their successors have been elected and qualified.

Our Board of Directors has

reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly.

this review, our Board of Directors has determined that the following members of the Board of Directors are “independent directors”

as defined by the Nasdaq Marketplace Rules:

Joseph “Gray”

Clark Hallren, Michael Klein, Lynne

Segall, and Karen McTier and Anthony Thomopoulos.

Andy Heyward, 72, has been the

Company’s Chief Executive Officer since November 2013 and the Company’s Chairman of the Board since December 2013.

Joseph “Gray” Davis, P.

Clark Hallren, Michael Klein, Lynne Segall,

Anthony Thomopoulos and Dr.

Cynthia Turner-Graham.

Andy Heyward, 73, has

been the Company’s Chief Executive Officer since November 2013 and the Company’s Chairman of the Board since December 2013.

Heyward co-founded DIC Animation City in 1983 and served as its Chief Executive Officer until its sale in 1993 to Capital Cities/

which was eventually bought by The Walt Disney Company in 1995.

Heyward ran the company while it was owned by The Walt

Disney Company until 2000 when Mr.

Heyward ran the company while it was owned by The Walt Disney

Company until 2000 when Mr.

Heyward purchased DIC Entertainment L.P.

and DIC Productions L.P, corporate successors to the DIC

Animation City business, with the assistance of Bain Capital and served as the Chairman and Chief Executive Officer of their

acquiring company DIC Entertainment Corporation, until he took the company public on the AIM.

and DIC Productions L.P, corporate successors to the DIC Animation

City business, with the assistance of Bain Capital and served as the Chairman and Chief Executive Officer of their acquiring company DIC

Entertainment Corporation, until he took the company public on the AIM.

He sold the company in 2008.

Heyward co-founded A Squared Entertainment LLC in 2009 and has served as its Co-President since inception.

Heyward earned a

Bachelor of Arts degree in Philosophy from UCLA and is a member of the Producers Guild of America, the National Academy of

Television Arts and the Paley Center (formerly the Museum of Television and Radio).

Heyward gave the Commencement address in

2011 for the UCLA College of Humanities and was awarded the 2002 UCLA Alumni Association’s Professional Achievement Award.

has received multiple Emmys and other awards for Children’s Entertainment.

He serves on the Board of Directors of the

Cedars Sinai Medical Center.

Heyward has produced over 5,000 half hour episodes of award winning entertainment, among

them Inspector Gadget ;

Heyward co-founded A Squared

Entertainment LLC in 2009 and has served as its Co-President since inception.

Heyward earned a Bachelor of Arts degree in Philosophy

from UCLA and is a member of the Producers Guild of America, the National Academy of Television Arts and the Paley Center (formerly the

Museum of Television and Radio).

Heyward gave the Commencement address in 2011 for the UCLA College of Humanities and was awarded

the 2002 UCLA Alumni Association’s Professional Achievement Award.

He has received multiple Emmys and other awards for Children’s

Entertainment.

He serves on the Board of Directors of the Cedars Sinai Medical Center.

Heyward has produced over 5,000 half hour episodes

of award-winning entertainment, among them Inspector Gadget;

The Real Ghostbusters;

Strawberry Shortcake;

and the Chipmunks ;

Hello Kitty’s Furry Tale Theater;

Alvin and the Chipmunks;

Hello Kitty’s Furry Tale Theater;

The Super Mario Brothers Super Show;

The Adventures of Sonic the

Sabrina The Animated Series ;

The Adventures of Sonic the Hedgehog;

Sabrina The Animated

Captain Planet and the Planeteers;

Liberty’s Kids , and

Heyward was chosen as a director because of his extensive experience in children’s entertainment and as

co-founder of A Squared Entertainment.

Robert Denton, 61 , has been

our Chief Financial Officer since April 18, 2018.

Liberty’s Kids, and many others.

Heyward was chosen as a director because of his

extensive experience in children’s entertainment and as co-founder of A Squared Entertainment.

Robert Denton, 62 ,

has been the Company’s Chief Financial Officer since March 2022 and previously served as the Company’s Executive Vice President

of Finance and Accounting from December 14, 2021 through March 2022 and as Chief Financial Officer from April 2018 through December 13,

He served as the Chief Financial Officer of Atlys, Inc.

a next-gen media technology

company from 2011 to 2018.

He has over 30 years of experience as a financial executive, specifically in the entertainment industry.

He began his career in 1982 with Ernst & Young handling filings with the Securities and Exchange Commission, including initial

public offerings.

He left Ernst & Young in 1990 to work as Vice President and Chief Accounting Officer for LIVE Entertainment,

a next-gen media technology company from 2011 to 2018.

He has over 30 years

of experience as a financial executive, specifically in the entertainment industry.

He began his career in 1982 with Ernst & Young

handling filings with the SEC, including initial public offerings.

He left Ernst & Young in 1990 to work as Vice President and Chief

Accounting Officer for LIVE Entertainment, Inc.

In 1996, LIVE was acquired by Artisan Entertainment, Inc., and, in December 2000, Mr.

Denton was promoted to Executive Vice

President of Finance and CAO.

Denton also served as the COO of Artisan Home Entertainment, where he directed all financial

reporting, budgeting and forecasting, manufacturing and distribution of the Home Entertainment Division.

Denton left Artisan

at the end of 2003 and joined DIC Entertainment Corporation to serve as their Chief Financial Officer.

At DIC, he directed the

three-year financial audit, due diligence and preparation of the company’s Admission Documents, and he was responsible for

all monthly financial reporting to the Board of Directors as well as the semi-annual reporting to the AIM Exchange of the London

Stock Exchange.

Denton was promoted to Executive Vice President of Finance and CAO.

Denton also served as the COO of Artisan Home Entertainment, where

he directed all financial reporting, budgeting and forecasting, manufacturing and distribution of the Home Entertainment Division.

Denton left Artisan at the end of 2003 and joined DIC Entertainment Corporation to serve as their Chief Financial Officer.

directed the three-year financial audit, due diligence and preparation of the company’s Admission Documents, and he was responsible

for all monthly financial reporting to the Board of Directors as well as the semi-annual reporting to the AIM Exchange of the London Stock

Denton left DIC in February 2009 after completing the acquisition and transition of DIC to the Cookie Jar Company.

Denton served as the Chief Financial Officer of Gold Circle Films from 2009 to 2011.

served as the Chief Financial Officer of Gold Circle Films from 2009 to 2011.

From 2009 to 2014, Mr.

Denton also owned

and operated three Assisted Living Facilities for the Elderly, to help better care for his mother.

Denton is a Certified Public

Accountant and a member of the American Institute of Certified Public Accountants and the California Society of Certified Public

Denton also owned and operated three

Assisted Living Facilities for the Elderly, to help better care for his mother.

Denton is a Certified Public Accountant and a member

of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants.

Michael Jaffa , 56 ,

has been the General Counsel and Corporate Secretary of the Company since April 2018.

From January 2017 through April 2018, Mike

served as Thoughtful Media Group’s (TMG) General Counsel and Global Head of Business Affairs.

TMG is a multichannel network

focused on Asian markets.

Jaffa oversaw all of TMG’s legal matters, established the framework for TMG’s

continued growth in international markets, including a franchise plan, the formation of a regional headquarters in South East Asia

and assisted with M&A transactions.

From September 2013 through December 2016, Mr.

Jaffa worked as the Head of Business

Affairs for DreamWorks Animation Television, and before that served in a similar role at Hasbro Studios from December 2009 through

September 2013.

Jaffa has over 20 years of experience handling licensing, production, merchandising, complex international

transactions and employment issues for large and small entertainment companies and technology startups.

Joseph “Gray”

77, has been a Director of the Company since December 2013.

Davis served as the 37 th governor of California

from 1998 until 2003.

Davis currently serves as “Of Counsel”

in the Los Angeles, California office of Loeb &

Davis has served on the Board of Directors of DIC Entertainment and is a member of the bi-partisan Think Long Committee,

a Senior Fellow at the UCLA School of Public Affairs and Co-Chair of the Southern California Leadership Counsel.

Davis received

his undergraduate degree from Stanford University and received his Juris Doctorate from Columbia Law School.

Davis served as

lieutenant governor of California from 1995-1998, California State Controller from 1987-1995 and California State Assemblyman from

Davis was chosen as a director of the Company based on his knowledge of corporate governance.

was promoted to Chief Operating Officer and General Counsel on December 7, 2020.

Previously he served as the General Counsel and Corporate

Secretary of the Company since April 2018.

From January 2017 through April 2018, Mike served as Thoughtful Media Group’s (TMG) General

Counsel and Global Head of Business Affairs.

TMG is a multichannel network focused on Asian markets.

Jaffa oversaw all of

TMG’s legal matters, established the framework for TMG’s continued growth in international markets, including a franchise

plan, the formation of a regional headquarters in Southeast Asia and assisted with M&A transactions.

From September 2013 through

December 2016, Mr.

Jaffa worked as the Head of Business Affairs for DreamWorks Animation Television, and before that served in a similar

role at Hasbro Studios from December 2009 through September 2013.

Jaffa has over 20 years of experience handling licensing, production,

merchandising, complex international transactions and employment issues for large and small entertainment companies and technology startups.

Joseph “Gray”

Davis, 78, has been a Director of the Company since December 2013.

Davis served as the 37th governor of California from 1998

Davis currently serves as “Of Counsel” in the Los Angeles, California office of Loeb & Loeb LLP.

has served on the Board of Directors of DIC Entertainment and is a member of the bipartisan Think Long Committee, a Senior Fellow at the

UCLA School of Public Affairs and Co-Chair of the Southern California Leadership Counsel.

Davis received his undergraduate degree

from Stanford University and received his Juris Doctorate from Columbia Law School.

Davis served as lieutenant governor of California

from 1995-1998, California State Controller from 1987-1995 and California State Assemblyman from 1982-1986.

Davis was chosen as a

director of the Company based on his knowledge of corporate governance.

Clark Hallren, 59, has

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Since August 2013, Mr.

Hallren has been a realtor with HK Lane/Christie’s

International Real Estate and since August 2012, Mr.

Hallren has served as an outside consultant to individuals and entities investing

or operating in the entertainment industry.

Hallren has been a realtor with HK Lane/Christie’s International

Real Estate and since August 2012, Mr.

Hallren has served as an outside consultant to individuals and entities investing or operating

in the entertainment industry.

From August 2012 to August 2014, Mr.

Hallren was a realtor with Keller Williams Realty

and from August 2009 to August 2012, Mr.

Hallren founded and served as managing partner of Clear Scope Partners, an entertainment

advisory company.

From 1986 to August 2009, Mr.

Hallren was a realtor with Keller Williams Realty and from August

2009 to August 2012, Mr.

Hallren founded and served as managing partner of Clear Scope Partners, an entertainment advisory company.

1986 to August 2009, Mr.

Hallren was employed by JP Morgan Securities Inc.

in various capacities, including

as Managing Director of the Entertainment Industries Group.

in various capacities, including as Managing Director of the

Entertainment Industries Group.

In his roles with JP Morgan Securities, Mr.

Hallren was responsible

for marketing certain products to his clients, including but not limited to, syndicated senior debt, public and private subordinated

debt, public and private equity, securitized and credit enhanced debt, interest rate derivatives, foreign currency and treasury

Hallren holds Finance, Accounting and Economics degrees from Oklahoma State University.

He also currently holds Series

7, 24 and 63 securities licenses.

Hallren was chosen as a director of the Company based on his knowledge and experience in

the entertainment industry as well as in banking and finance.

Michael Klein , 72 , was

appointed as a Director of the Company since March 7, 2019.

Klein is an accomplished executive, entrepreneur, and financier

with substantial experience in media and entertainment, investment banking, professional sports, venture capital funding, and real

Prior to starting Camden Capital Management, LLC (CCM), Mr.

Klein, since 1996, has led Klein Investment Group after assuming

100% ownership of (and renaming) Iacocca Capital Partners, L.P., where he was Managing Partner from 1994 to 1996.

Klein was a managing director at Bear Stearns & Company, where he founded and co-directed the Media-Entertainment

Group, and Gruntal & Company, where he was Senior Managing Director and a member of the Executive Committee.

From 1974 to 1982,

Klein supplied prime time and mini-series content to the major television networks through his company, Michael Klein Productions.

Also, during that time, he was an owner and a senior executive officer of the San Diego Chargers, an NFL Football franchise.

Klein has significant experience in the area of corporate financings.

He has executed and participated in financing deals, both

public and private, ranging from $5 million to over $2 billion.

His real estate ventures in Southern California include a 600-acre

development in North San Diego, which he sold in various stages.

He also has led several real estate ventures in Southern California

including the Water Gardens phase two in Santa Monica.

Klein was chosen as a director of the Company based on his knowledge

and experience in the entertainment industry as well as in banking and finance.

Margaret Loesch, 74, has been

a Director of the Company since March 2015 and the Executive Chairman of the Genius Brands Network since December 2016.

in 2009 through 2014, Ms.

Loesch, served as Chief Executive Officer and President of The Hub Network, a cable channel for children

and families, including animated features.

The Company has, in the past, provided The Hub Network with certain children’s

Hallren was responsible for marketing certain products to

his clients, including but not limited to, syndicated senior debt, public and private subordinated debt, public and private equity, securitized

and credit enhanced debt, interest rate derivatives, foreign currency and treasury products.

Hallren holds Finance, Accounting and

Economics degrees from Oklahoma State University.

He also currently holds Series 7, 24 and 63 securities licenses.

Hallren was chosen

as a director of the Company based on his knowledge and experience in the entertainment industry as well as in banking and finance.

Michael Klein , 73 ,

has been a Director of the Company since March 2019.

Klein is an accomplished executive, entrepreneur, and financier with substantial

experience in media and entertainment, investment banking, professional sports, venture capital funding, and real estate.

Prior to starting

Camden Capital Management, LLC (CCM), Mr.

Klein, since 1996, has led Klein Investment Group after assuming 100% ownership of (and renaming)

Iacocca Capital Partners, L.P., where he was Managing Partner from 1994 to 1996.

From 1984 to 1993, Mr.

Klein was a managing director

at Bear Stearns & Company, where he founded and co-directed the Media-Entertainment Group, and Gruntal & Company, where he was

Senior Managing Director and a member of the Executive Committee.

From 1974 to 1982, Mr.

Klein supplied prime time and mini-series content

to the major television networks through his company, Michael Klein Productions.

Also, during that time, he was an owner and a senior

executive officer of the San Diego Chargers, an NFL Football franchise.

Klein has significant experience in the area of corporate

He has executed and participated in financing deals, both public and private, ranging from $5 million to over $2 billion.

His real estate ventures in Southern California include a 600-acre development in North San Diego, which he sold in various stages.

also has led several real estate ventures in Southern California including the Water Gardens phase two in Santa Monica.

chosen as a director of the Company based on his knowledge and experience in the entertainment industry as well as in banking and finance.

Margaret Loesch, 75, has

been the Executive Chairman of the Kartoon Channel!

since June 2020, a Director of the Company since March 2015 and the Executive Chairman

of the Genius Brands Network since December 2016.

Beginning in 2009 through 2014, Ms.

Loesch, served as Chief Executive Officer and President

of The Hub Network, a cable channel for children and families, including animated features.

The Company has, in the past, provided The

Hub Network with certain children’s programming.

From 2003 through 2009 Ms.

Loesch served as Co-Chief Executive Officer of The Hatchery, a family entertainment and

consumer product company.

Loesch served as Co-Chief Executive Officer of The Hatchery,

a family entertainment and consumer product company.

From 1998 through 2001 Ms.

Loesch served as Chief Executive Officer of the Hallmark Channel, a family

related cable channel.

Loesch served as Chief Executive Officer of the Hallmark

Channel, a family related cable channel.

From 1990 through 1997 Ms.

Loesch served as the Chief Executive Officer of Fox Kids Network, a children’s

programming block and from 1984 through 1990 served as the Chief Executive Officer of Marvel Productions, a television and film

studio subsidiary of Marvel Entertainment Group.

Loesch obtained her Bachelor of Science from the University of Southern Mississippi.

Loesch served as the Chief Executive Officer of Fox Kids Network,

a children’s programming block and from 1984 through 1990 served as the Chief Executive Officer of Marvel Productions, a television

and film studio subsidiary of Marvel Entertainment Group.

Loesch obtained her Bachelor of Science from the University of Southern

Loesch was chosen to be a director based on her 40 years of experience at the helm of major children and family programming

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Segall was the Senior Vice President of Deadline Hollywood.

From June 2006 to

May 2010, Ms.

From June 2006 to May 2010,

Segall served as the Vice President of Entertainment, Fashion & Luxury advertising at the Los Angeles Times.

Segall received the Women of Achievement Award from The Hollywood Chamber of Commerce and the Women in Excellence

Award from the Century City Chamber of Commerce.

Segall was recognized by the National Association of Women with its

Excellence in Media Award.

Segall was chosen to be a director based on her expertise in the entertainment industry.

received the Women of Achievement Award from The Hollywood Chamber of Commerce and the Women in Excellence Award from the Century City

Chamber of Commerce.

Segall was recognized by the National Association of Women with its Excellence in Media Award.

was chosen to be a director based on her expertise in the entertainment industry.

Anthony Thomopoulos, 83, has

been a Director of the Company since February 2014.

Thomopoulos served as the Chairman of United Artist Pictures from 1986

to 1989 and formed Thomopoulos Pictures, an independent production company of both motion pictures and television programs in 1989

and has served as its Chief Executive Officer since 1989.

Thomopoulos served as the Chairman of United Artist Pictures from 1986 to 1989

and formed Thomopoulos Pictures, an independent production company of both motion pictures and television programs in 1989 and has served

as its Chief Executive Officer since 1989.

From 1991 to 1995, Mr.

Thomopoulos was the President of Amblin Television,

a division of Amblin Entertainment.

Thomopoulos was the President of Amblin Television, a division of Amblin

Entertainment.

Thomopoulos served as the President of International Family Entertainment, Inc.

From June 2001 to January 2004, Mr.

Thomopoulos served as the Chairman and Chief Executive Officer of Media Arts Group,

a NYSE listed company.

Thomopoulos served as a state commissioner of the California Service Corps.

under Governor Schwarzenegger

from 1995 to 1997.

Thomopoulos is also a founding partner of Morning Light Productions.

From June 2001 to

January 2004, Mr.

Thomopoulos served as the Chairman and Chief Executive Officer of Media Arts Group, a NYSE listed company.

served as a state commissioner of the California Service Corps.

under Governor Schwarzenegger from 2005 to 2008.

Thomopoulos is also

a founding partner of Morning Light Productions.

Since he founded it in 2008, Mr.

has operated Thomopoulos Productions and has served as a consultant to BKSems, USA, a digital signage company.

is an advisor and a member of the National Hellenic Society and holds a degree in Foreign Service from Georgetown University and

sat on its Board of Directors from 1978 to 1988.

Thomopoulos was chosen as a director of the Company based on his entertainment

industry experience.

Karen McTier , 61 ,

has been a director of the Company since September 7, 2020.

McTier served as Executive VP, World-Wide Consumer

Products for Warner Bros.

Her career at Warner Bros spanned over two decades from 1988-2016.

McTier managed a

vast portfolio of brands including Batman, Superman, Wonder Woman, Wizard of Oz, Friends, Looney Tunes, Scooby Doo, and Harry

Potter, to name a few.

In this role, Ms.

McTier managed over 300 employees (including offices in 13 countries) and had

oversight of the global licensing business including sales, promotions and partnerships, marketing, retail, creative, product

development, e-commerce, themed entertainment and live events.

McTier worked closely with Warner Bros.

WBTV, DC Comics and Cartoon Network on new content development relevant to merchandising, including numerous animated and live

action television series.

McTier has an in-depth of knowledge of all product categories, and broad experience working

with major retailers and licensees around the globe.

McTier was also instrumental in the negotiation,

execution and launch of Universal’s Wizarding World of Harry Potter in Orlando, Hollywood and Osaka, Japan.

In addition to

Universal, McTier played a key role in managing other theme park projects including the development of Warner Bros.

World Abu Dhabi,

Movie World Australia and Six Flags Theme Parks.

McTier has an expertise in working with producers, directors and

authors to bring their vision to life—reaching fans of all ages with targeted merchandise and experiential projects.

McTier set up a consulting practice, handling business development for a themed entertainment client,

IdeaRworks, and since 2019, McTier’s company serves as the licensing agency of record for Lionsgate Films.

Ms McTier was

chosen as a director based on her licensing and consumer products experience.

Thomopoulos has operated Thomopoulos Productions and

has served as a consultant to BKSems, USA, a digital signage company.

Thomopoulos is an advisor and a member of the National Hellenic

Society and holds a degree in Foreign Service from Georgetown University and sat on its Board of Directors from 1978 to 1988.

was chosen as a director of the Company based on his entertainment industry experience.

Cynthia Turner-Graham,

67, has been a Director of the Company since June 15, 2021.

Turner-Graham is a board-certified psychiatrist and Distinguished

Life Fellow of the American Psychiatric Association, who brings over 40 years of experience in the healthcare industry as a practicing

psychiatrist, healthcare administrator and community leader.

Since 1988, Dr.

Turner-Graham has been a practicing psychiatrist at an outpatient

psychiatry practice.

Since 2004, Dr.

Turner-Graham has served as President and Chief Executive Officer of ForSoundMind Enterprises, Inc.,

a provider of outpatient psychiatric services and developer of educational workshop experiences focused on promotion of emotional and

mental health.

From February 2014 until November 2019, she served as Medical Director for Inner City Family Services in Washington, DC.

Among her accomplishments, Dr.

Turner-Graham is the immediate past president of the Suburban Maryland Psychiatric Society, served as

a Director of the Washington Psychiatric Society and will take the helm of Black Psychiatrists of America as President in 2022.

previously served as Clinical Assistant Professor of Psychiatry at both Vanderbilt University and Howard University Schools of Medicine.

Turner-Graham was chosen as a director of the Company based on her career as a distinguished psychiatrist and her expertise with

On March 17, 2022, Karen McTier

notified the Company of her intention to resign from the Board of Directors effective as of March 31, 2022.

Family Relationships

There are no family

relationships between any of our directors and our executive officers.

We believe that good corporate governance

is important to ensure that the Company is managed for the long-term benefit of our stockholders.

This section describes key corporate

governance practices that we have adopted.

Board Leadership Structure and Role

in Risk Oversight

The Board of Directors has responsibility for establishing

broad corporate policies and reviewing our overall performance rather than day-to-day operations.

The primary responsibility of

our Board of Directors is to oversee the management of our company and, in doing so, serve the best interests of the company and

our stockholders.

The Board of Directors selects, evaluates and provides for the succession of executive officers and, subject

to stockholder election, directors.

are no family relationships between any of our directors and our executive officers.

We believe that good corporate

governance is important to ensure that the Company is managed for the long-term benefit of our stockholders.

This section describes key

corporate governance practices that we have adopted.

Board Leadership Structure and Role in Risk

The Board of Directors has

responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations.

primary responsibility of our Board of Directors is to oversee the management of our company and, in doing so, serve the best interests

of the company and our stockholders.

The Board of Directors selects, evaluates and provides for the succession of executive officers and,

subject to stockholder election, directors.

It reviews and approves corporate objectives and strategies and evaluates significant policies

and proposed major commitments of corporate resources.

Our Board of Directors also participates in decisions that have a potential

major economic impact on our company.

Management keeps the directors informed of company activity through regular communication,

including written reports and presentations at Board of Directors and committee meetings.

Although we have not adopted a formal policy

on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined

Our Board of Directors also participates in decisions that have a potential major

economic impact on our company.

Management keeps the directors informed of company activity through regular communication, including written

reports and presentations at Board of Directors and committee meetings.

Although we have not adopted

a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined

that it is in the best interest of the Company and its shareholders to partially combine these roles.

Due to the small size of

the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officers positions combined.

The Company currently has seven directors,

including Mr.

Heyward, its Chairman, who also serves as the Company’s Chief Executive Officer.

The Chairman and the Board

are actively involved in the oversight of the Company’s day to day activities.

16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act requires

our officers, directors and any persons who own more than 10% of common stock, to file reports of ownership of, and transactions

in, our common stock with the SEV and furnish copies of such reports to us.

Based solely on our reviews of the copies of such forms

and amendments thereto furnished to us and on written representations from officers, directors, and any other person whom we understand

owns more than 10% or our common stock, we found that during 2020, all Section 16(a) filings were made with the SEC on a timely

Due to the small size of the Company,

we believe it is currently most effective to have the Chairman and Chief Executive Officers positions combined.

The Company currently has

nine directors, including Mr.

Heyward, its Chairman, who also serves as the Company’s Chief Executive Officer.

The Chairman and

the Board are actively involved in the oversight of the Company’s day to day activities.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires our officers, directors and any persons who own more than 10% of common stock, to file reports of ownership of, and transactions

in, our common stock with the SEC and furnish copies of such reports to us.

Based solely on our reviews of the copies of such forms and

amendments thereto furnished to us and on written representations from officers, directors, and any other person whom we understand owns

more than 10% or our common stock, we found that during 2021, all Section 16(a) filings were made with the SEC on a timely basis except

that one report covering one transaction was filed late by Joseph “Gray” Davis, one report covering one transaction was filed

Clark Hallren, one report covering one transaction was filed late by Michael Klein, one report covering one transaction was

filed late by Lynne Segall, one report covering one transaction was filed late by Karen McTier, one report covering one transaction was

filed late by Anthony Thomopoulos, one report covering one transaction was filed late by Dr.

Cynthia Turner-Graham, one report covering

one transaction relating to RSU vesting was filed late by Andy Heyward, one report covering one transaction relating to RSU vesting was

filed late by Michael Jaffa, one report covering one transaction relating to RSU vesting was filed late by Robert Denton, one Form 3 was

filed late by Harold Chizick, and a Form 3 and one report covering one transaction was filed late by Zrinka Dekic.

Code of Conduct and Ethics

We have adopted a Corporate Code of Conduct

and Ethics and Whistleblower Policy that applies to all of our officers, directors and employees.

A copy of the Code of Conduct

and Ethics and Whistleblower Policy can be obtained, free of charge by submitting a written request to the Company or on our website

We have adopted a Corporate

Code of Conduct and Ethics and Whistleblower Policy that applies to all of our officers, directors and employees.

A copy of the Code of

Conduct and Ethics and Whistleblower Policy can be obtained, free of charge by submitting a written request to the Company or on our website

at www.gnusbrands.com.

Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics

that apply to our directors, principal executive and financial officers will be posted on the “Investor Relations-Corporate

Governance”

section of our website at www.gnusbrands.com or included in a Current Report on Form 8-K within four business

days following the date of the amendment or waiver.

Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that

apply to our directors, principal executive and financial officers will be posted on the “Investor Relations-Corporate Governance”

section of our website at www.gnusbrands.com or included in a Current Report on Form 8-K within four business days following the

date of the amendment or waiver.

Board Committees

During 2020, our Board

of Directors held 8 meetings.

The following table sets forth the three

standing committees of our Board and the members of each committee and the number of meetings held by our Board of Directors and

the committees during 2020:

During 2021, our Board of

Directors held 4 meetings.

The following table sets forth

the three standing committees of our Board and the members of each committee and the number of meetings held by our Board of Directors

and the committees during 2021:

Nominating Committee

Joseph “Gray”

Investment Committee

Joseph “Gray” Davis

Clark Hallren

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Michael Klein

Cynthia Turner-Graham (1)

Meetings in 2021:

Effective as of March 19, 2020, Mr.

joined as a member of our nominating committee (the “Nominating Committee”)

Effective as March 19, 2020, Mr.

Cahill as a member of our audit committee (the “Audit Committee”), and also joined as a member of the

Nominating Committee.

Effective September 7,

McTier was elected as a member of our Board of Directors.

The Board of Directors has adopted a policy under which each

member of the Board of Directors makes every effort, but is not required, to attend each annual meeting of our stockholders.

To assist it in carrying out its duties, the Board of Directors

has delegated certain authority to an Audit Committee, a compensation committee (the “Compensation Committee”) and

a Nominating Committee as the functions of each are described below.

___________________

Effective June 15, 2021, Dr.

Turner-Graham was elected as a member of our Board of Directors.

The Board of Directors has

adopted a policy under which each member of the Board of Directors makes every effort, but is not required, to attend each annual meeting

of our stockholders.

To assist it in carrying out

its duties, the Board of Directors has delegated certain authority to an Audit Committee, a Compensation Committee, a Nominating Committee and an Investment Committee as the functions of each are described below.

Audit Committee

Hallren, Klein, and Thomopoulos serve on our Audit Committee.

Our Audit Committee’s main function is to oversee our accounting

and financial reporting processes, internal systems of control, independent auditor relationships and the audits of our financial

The Audit Committee’s responsibilities include:

Our Audit Committee’s main function is to oversee our accounting and

financial reporting processes, internal systems of control, independent auditor relationships and the audits of our financial statements.

The Audit Committee’s responsibilities include:

selecting, hiring, and compensating our independent auditors;

evaluating the qualifications, independence and performance of our independent auditors;

overseeing and monitoring the integrity of our financial statements and our compliance with legal

and regulatory requirements as they relate to financial statements or accounting matters;

overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

approving the audit and non-audit services to be performed by our independent auditor;

reviewing with the independent auditor the design, implementation, adequacy and effectiveness of

our internal controls and our critical accounting policies;

reviewing with the independent auditor the design, implementation, adequacy and effectiveness of our internal controls and our critical accounting policies;

preparing the report that the SEC requires in our annual proxy statement.

The Board of Directors has adopted an Audit

Committee Charter and the Audit Committee reviews and reassesses the adequacy of the Charter on an annual basis.

The Audit Committee

members meet Nasdaq’s financial literacy requirements and are independent under applicable SEC and Nasdaq rules, and the

board has further determined that Mr.

Hallren (i) is an “audit committee financial expert”

as such term is defined

in Item 407(d) of Regulation S-K promulgated by the SEC and (ii) also meets Nasdaq’s financial sophistication requirements.

A copy of the Audit Committee’s written

charter is publicly available on our website at www.gnusbrands.com .

The Board of Directors has

adopted an Audit Committee Charter and the Audit Committee reviews and reassesses the adequacy of the Charter on an annual basis.

Audit Committee members meet Nasdaq’s financial literacy requirements and are independent under applicable SEC and Nasdaq rules,

and the board has further determined that Mr.

Hallren (i) is an “audit committee financial expert” as such term is defined

in Item 407(d) of Regulation S-K promulgated by the SEC and (ii) also meets Nasdaq’s financial sophistication requirements.

A copy of the Audit Committee’s

written charter is publicly available on our website at www.gnusbrands.com .

Compensation Committee

Thomopoulos and Hallren serve on the Compensation Committee and are independent under the applicable SEC and Nasdaq rules.

Compensation Committee’s main functions are assisting our Board of Directors in discharging its responsibilities relating

to the compensation of outside directors, the Chief Executive Officer and other executive officers, as well as administering any

stock incentive plans, we may adopt.

The Compensation Committee’s responsibilities include the following:

reviewing and recommending to our board of directors the compensation of our Chief Executive Officer

and other executive officers, and the outside directors;

Our Compensation

Committee’s main functions are assisting our Board of Directors in discharging its responsibilities relating to the compensation

of outside directors, the Chief Executive Officer and other executive officers, as well as administering any stock incentive plans, we

The Compensation Committee’s responsibilities include the following:

reviewing and recommending to our board of directors the compensation of our Chief Executive Officer and other executive officers, and the outside directors;

conducting a performance review of our Chief Executive Officer;

reviewing our compensation policies;

if required, preparing the report of the Compensation Committee for inclusion in our annual proxy

The Board of Directors has adopted a Compensation

Committee Charter and the Compensation Committee reviews and reassesses the adequacy of the Charter on an annual basis.

The Compensation Committee’s policy

is to offer our executive officers competitive compensation packages that will permit us to attract and retain highly qualified

individuals and to motivate and reward these individuals in an appropriate fashion aligned with the long-term interests of our

Company and our stockholders.

if required, preparing the report of the Compensation Committee for inclusion in our annual proxy statement.

The Board of Directors has

adopted a Compensation Committee Charter and the Compensation Committee reviews and reassesses the adequacy of the Charter on an annual

The Compensation Committee’s

policy is to offer our executive officers competitive compensation packages that will permit us to attract and retain highly qualified

individuals and to motivate and reward these individuals in an appropriate fashion aligned with the long-term interests of our Company

and our stockholders.

Compensation Committee Risk Assessment

We have assessed our compensation programs

and concluded that our compensation practices do not create risks that are reasonably likely to have a material adverse effect

A copy of the Compensation Committee’s

written charter is publicly available on our website at www.gnusbrands.com .

We have assessed our compensation

programs and concluded that our compensation practices do not create risks that are reasonably likely to have a material adverse effect

A copy of the Compensation

Committee’s written charter is publicly available on our website at www.gnusbrands.com .

Nominating Committee

Segall and Messrs.

Davis and Klein serve on our Nominating Committee.

The Nominating Committee’s responsibilities include:

identifying qualified individuals to serve as members of our Board of Directors;

review the qualifications and performance of incumbent directors;

review and consider candidates who may be suggested by any director or executive officer or by

an stockholder of the Company;

review considerations relating to board composition, including size of the board, term and age

limits, and the criteria for membership of the board.

The Board of Directors has adopted a nominating

committee charter and the Nominating Committee reviews and reassesses the adequacy of the Charter on an annual basis.

For all potential

candidates, the Nominating Committee may consider all factors it deems relevant, such as a candidate’s personal integrity

and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate,

possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board of Directors,

and concern for the long-term interests of our stockholders.

The Nominating Committee considers issues

of diversity among its members in identifying and considering nominees for director, and strives, where appropriate, to achieve

review and consider candidates who may be suggested by any director or executive officer or by a stockholder of the Company;

review considerations relating to board composition, including size of the board, term and age limits, and the criteria for membership of the board.

The Board of Directors has

adopted a nominating committee charter and the Nominating Committee reviews and reassesses the adequacy of the Charter on an annual basis.

For all potential candidates, the Nominating Committee may consider all factors it deems relevant, such as a candidate’s personal

integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate,

possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board of Directors, and

concern for the long-term interests of our stockholders.

The Nominating Committee considers

issues of diversity among its members in identifying and considering nominees for director, and strives, where appropriate, to achieve

a diverse balance of backgrounds, perspectives and experience on the board and its committees.

A copy of the Nominating Committee’s

written charter is publicly available on our website at www.gnusbrands.com .

Investment Committee

Davis, Hallren and Klein serve on our Investment Committee.

The primary purpose of the Investment Committee is to assist the Board in

reviewing our Investment Policy and strategies and in overseeing our capital and financial resources.

A material investment on behalf

of the Company may not be made without the Committee’s approval or the approval of a delegate of the Committee pursuant to an appropriate

delegation of the Committee’s authority.

In order to carry out its mission and function, and subject to the terms of the Company’s

Certificate of Incorporation, the Committee has the authority to:

· review the investment policy, strategies, transactions

and programs of the Company and its subsidiaries to ensure they are consistent with the goals and objectives of the Company;

· evaluate and approve or disapprove each proposed

material investment on behalf of the Company;

· determine whether the investment policy is consistently

followed and that procedures are in place to ensure that the Company’s investment portfolio is managed in compliance with its policies;

· review the performance of the investment portfolios

of the Company and its subsidiaries;

· approve and revise as appropriate, the Company’s

investment policies and guidelines.

Stockholder Communications to the Board

Generally, stockholders who have questions

or concerns should contact our Investor Relations department at 212-564-4700.

However, any stockholders who wish to address questions

regarding our business directly with the Board of Directors, or any individual director, should direct his or her questions in

writing to Genius Brands International, Inc., at 190 N.

Generally, stockholders who

have questions or concerns should contact our Investor Relations department at 212-564-4700.

However, any stockholders who wish to address

questions regarding our business directly with the Board of Directors, or any individual director, should direct his or her questions

in writing to Genius Brands International, Inc., at 190 N.

Canon Drive, 4th Floor, Beverly Hills, California 90210, Attn:

Secretary or by using the “Contact”

page of our website www.gnusbrands.com/contact-us.

Communications will be distributed

to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the

communications.

Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

Corporate Secretary

or by using the “Contact” page of our website www.gnusbrands.com/contact-us.

Communications will be distributed to the Board,

or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications.

that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

junk mail and mass mailings;

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solicitations or advertisements.

In addition, any material that is unduly

hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available

to any outside director upon request.

In addition, any material

that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be

made available to any outside director upon request.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

This section describes the material elements

of compensation awarded to, earned by or paid to each of our named executive officers.

Our compensation committee will review

and approve the compensation of our executive officers and oversee our executive compensation programs and initiatives.

This section describes the

material elements of compensation awarded to, earned by or paid to each of our named executive officers.

Our compensation committee will

review and approve the compensation of our executive officers and oversee our executive compensation programs and initiatives.

Summary Compensation Table

The following table provides information

regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated by our

named officers for fiscal year 2020 and 2019.

The following table provides

information regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated

by our named officers for fiscal year 2021 and 2020.

Name and Principal Position

2 unchanged sentences

Chief Financial Officer

695,000–

Chief Operating Officer and General Counsel and Corporate Secretary

Chief Operating Officer, General Counsel and Corporate Secretary

_________________________

The aggregate fair value of the stock awards and stock option awards on the date of grant was computed in accordance with FASB ASC Topic 718.

In association with the Merger, Mr.

Heyward was appointed Chief Executive Officer of the Company on November 15, 2013.

Per his employment agreement, Mr.

Heyward is entitled to an annual salary of $200,000.

Heyward entered into a new five-year employment agreement on November 16, 2018.

Under his new employment agreement, Mr.

Heyward is entitled to an annual salary of $300,000.

Heyward entered into a five-year employment agreement on November 16, 2018.

Under such employment agreement, Mr.

Heyward was entitled to an annual salary of $300,000.

Heyward entered into a new five-year employment agreement on December 7, 2020.

2 unchanged sentences

During 2021, Mr.

Heyward was paid $161,200 in producers fees for the production of Rainbow Rangers Season 1 and $322,400 in producers fees for the production of Rainbow Rangers season 2.

During 2020, Mr.

Heyward was also paid $11,370 in interest on the Senior Convertible Notes and $3,000 in board fees for his attendance at the unscheduled board meetings and the Company paid $380,989 in security costs at his residence.

Heyward was paid $543,750 in producer fees.

Effective April 18, 2018, the Company entered

1 unchanged sentence

Denton, whereby Mr.

Denton agreed to serve as the Company’s Chief Financial Officer

(“CFO”) for a period of two years, with a mutual option for an additional one-year period, in consideration for an

annual salary of $225,000.

Denton received $5,550 for consulting services prior to becoming the CFO.

Denton also received

$49,962 in relocation expenses for his relocation from Salt Lake City, Utah to Los Angeles, California.

Denton agreed to serve as the Company’s Chief Financial Officer (“CFO”)

for a period of two years, with a mutual option for an additional one-year period, in consideration for an annual salary of $225,000.

On December 7, 2020, Mr.

Denton entered into a new one-year employment agreement, with a mutual option for two additional one-year periods.

Under his new

employment agreement, Mr.

Under his new employment agreement, Mr.

Denton is entitled to an annual salary of $300,000 the first year, $325,000 the second year and

$350,000 the third year and an annual signing bonus of $50,000 each year.

On September 26, 2018, Mr.

Denton received

85,088 options with a strike price of $2.09.

On March 7, 2019, the Company granted 15,000

stock options to Mr.

Denton with a strike price of $1.99 and a term of five years.

The options vested on December 31, 2019.

On March 7, 2022, Mr.

Denton entered into an amendment

to his employment agreement which extends the term until December 20, 2023 and increased his annual salary to $350,000 for year two and

$375,000 for year three.

On December 7, 2020, the Company granted 950,000

1 unchanged sentence

Denton with a strike price of $1.39 and a term of 10 years.

380,000 of the options vested on the grant

date with the remaining options vesting 190,000 each of the next three years.

On December 7, 2020, the Company also granted 475,000

The RSUs vest 155,000 on the first anniversary, 158,000 on the second anniversary and 162,000 on the third

380,000 of the options vested on the grant date with

the remaining options vesting 190,000 each of the next three years.

On December 7, 2020, the Company also granted 475,000 RSUs to Mr.

The RSUs vest 155,000 on the first anniversary, 158,000 on the second anniversary and 162,000 on the third anniversary.

Effective April 16, 2018, the Company entered

1 unchanged sentence

Jaffa, whereby Mr.

Jaffa agreed to serve as the Company’s General Counsel and Senior

Vice President of Business Affairs for a period of year in consideration for an annual salary of $225,000.

Jaffa agreed to serve as the Company’s General Counsel and Senior Vice

President of Business Affairs for a period of year in consideration for an annual salary of $225,000.

On June 7, 2018, Mr.

Jaffa was elected as the Company’s Corporate Secretary.

Jaffa was elected

as the Company’s Corporate Secretary.

Jaffa entered into a new three-year employment agreement on December 7, 2020.

Under his new employment agreement, Mr.

Jaffa is entitled to an annual salary of $325,000 the first year, $350,000 the

second year and $375,000 the third year and an annual signing bonus of $50,000 each year.

On September 26, 2018, Mr.

Jaffa received

85,088 options with a strike price of $2.09.

On March 7, 2019, the Company granted 15,000 stock options to Mr.

Jaffa with a strike price of $1.99 and a term of five years.

The options vested on December 31, 2019.

On December 7, 2020, the Company

granted 1,000,000 stock options to Mr.

new employment agreement, Mr.

Jaffa is entitled to an annual salary of $325,000 the first year, $350,000 the second year and $375,000

the third year and an annual signing bonus of $50,000 each year.

On December 7, 2020, the Company granted

1,000,000 stock options to Mr.

Jaffa with a strike price of $1.39 and a term of 10 years.

400,000 of the options vested

on the grant date with the remaining options vesting 200,000 each of the next three years.

On December 7, 2020, the Company also

granted 500,000 RSUs to Mr.

The RSUs vest 166,666 on the first anniversary, 166,666 on the second anniversary and 166,668

on the third anniversary.

400,000 of the options vested on the grant

date with the remaining options vesting 200,000 each of the next three years.

On December 7, 2020, the Company also granted 500,000 RSUs

The RSUs vest 166,666 on the first anniversary, 166,666 on the second anniversary and 166,668 on the third anniversary.

Narrative Disclosure to Summary Compensation

In 2020, the Company

paid $311,717 to Andy Heyward, $261,158 to Robert L.

2021, the Company paid $440,000 to Andy Heyward, $300,663 to Robert L.

Denton and $326,326 to Michael A.

In 2020, the Company paid

$311,717 to Mr.

Heyward, $261,158 to Mr.

3 unchanged sentences

All Other Compensation.

August 31, 2018, Llama Productions LLC entered into an animation production services agreement with Mr.

Heyward for services as

a producer for which he received $124,000 through the course of production of the Company’s animated series Llama

Llama Season 2.

Pursuant to his employment agreement

dated November 16, 2018, Mr.

Heyward is entitled to an Executive Producer fee of $12,400 per half hour episode for each episode

for which he provides services as an executive producer.

The first identified series under this employment agreement is Rainbow

As of March 31, 2019, twenty-six half hours had been delivered and, accordingly, Mr.

Heyward was owed $322,400.

The second series identified was Rainbow Rangers Season 2.

Thirteen half hours of Rainbow Rangers Season

2 were delivered in the fourth quarter of 2019 and, accordingly, Mr.

Heyward was owed $161,200.

Heyward was paid the

total amount due to him of $483,600 for his producer services on March 17, 2020.

to his employment agreement dated December 7, 2020, Mr.

Heyward is entitled to an Executive Producer fee of $12,500 per one-half hour

episode for each episode for which he provides services as an executive producer.

During 2021, Mr.

Heyward was paid $543,750 in producer

Bonus Compensation.

named executive officers are expected to be eligible to receive an annual bonus award in accordance with their employment agreements

and/or management incentive program then in effect with respect to such executive officer and based on an annualized target of

base salary, as specified in their respective employment agreements, if applicable.

named executive officers are expected to be eligible to receive an annual bonus award in accordance with their employment agreements and/or

management incentive program then in effect with respect to such executive officer and based on an annualized target of base salary, as

specified in their respective employment agreements, if applicable.

In fiscal 2020 Mr.

Denton and Mr.

each paid a $25,000 bonus in fiscal 2020 Mr.

Heyward was paid a bonus of $73,528 and Mr.

Denton and Mr.

Jaffa were each paid two

bonuses totaling $150,000.

Equity Based Incentive Awards .

We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture

and help to align the interests of our executives and our stockholders.

Jaffa were each paid two bonuses totaling $150,000.

In fiscal 2021 Mr.

Heyward was paid a bonus of $212,978 and Mr.

Jaffa were each paid a bonus of $25,000.

Equity Based Incentive

We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership

culture and help to align the interests of our executives and our stockholders.

In addition, we believe that equity grants with a time-based

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during the vesting period.

Accordingly, our compensation committee and Board periodically review the equity incentive compensation

of our named executive officers and from time to time may grant additional equity incentive awards to them in the form of stock

options or other awards.

Accordingly, our compensation committee and Board periodically review the equity incentive compensation of

our named executive officers and from time to time may grant additional equity incentive awards to them in the form of stock options or

other awards.

As of December 31, 2020, no options granted to our named executive officers have been modified or repriced.

On December 7, 2020, Mr.

Heyward received

5,000,000 options with a value of $5,750,000 and 7.500,000 RSUs with a value of $10,425,000.

received 5,000,000 options with a value of $5,750,000 and 7,500,000 RSUs with a value of $10,425,000.

Heyward also received 7,500,000

performance based RSUs with a value of $10,425,000.

On September 26, 2018, Mr.

received 85,088 options with a value of $155,517.

On March 7, 2019, Mr.

Denton received 15,000 options with a value of $21,814.

performance-based RSUs, however, the performance conditions, therefore a grant date were not yet established on December 7, 2020.

7,500,000 performance-based RSUs were not yet earned as of December 31, 2021.

On December 7, 2020, Mr.

Denton received 950,000 options with a value of $1,092,500 and 475,000 RSUs with a value of $660,250.

On September 26, 2018, Mr.

received 85,088 options with a value of $155,517.

On March 7, 2019, Mr.

Jaffa received 15,000 options with a value of $21,814.

received 950,000 options with a value of $1,092,500 and 475,000 RSUs with a value of $660,250.

On December 7, 2020, Mr.

Jaffa received 1,000,000 options with a value of $1,150,000 and 500,000 RSUs with a value of $695,000.

received 1,000,000 options with a value of $1,150,000 and 500,000 RSUs with a value of $695,000.

Employment Agreements

On November 16, 2020, the Company

entered into an amended and restated employment agreement with Andy Heyward (the “Andy Heyward Employment Agreement”),

Heyward agreed to serve as the Company’s Chief Executive Officer for a period of five years, subject to renewal,

in consideration for an annual salary of $440,000, and an award of 5,000,000 stock options and 15,000,000 RSUs.

also eligible to be paid a producing fee equal to $12,500 per half hour episode for each series produced, controlled and distributed

by the Company, and for which he provides material production services provided as the executive producer.

CEO Employment Agreement

On November 16, 2020, the

Company entered into an amended and restated employment agreement with Andy Heyward (the “CEO Employment Agreement”), whereby

Heyward agreed to serve as the Company’s Chief Executive Officer for a period of five years, subject to renewal, in consideration

for an annual salary of $440,000, and an award of 5,000,000 stock options and 15,000,000 RSUs.

Heyward is also eligible to be paid

a producing fee equal to $12,500 per one-half hour episode for each series produced, controlled and distributed by the Company, and for

which he provides material production services provided as the executive producer for up to 52 one-half hour episodes.

Additionally, under

the terms of the Andy Heyward Employment Agreement, Mr.

Heyward shall be eligible for a quarterly discretionary bonus of $55,000

per fiscal quarter, if the Company meets certain criteria, as established by the Board of Directors.

Heyward shall be entitled

to reimbursement of reasonable expenses incurred in connection with his employment and the Company may take out and maintain during

the term of his tenure a life insurance policy in the amount of $1,000,000.

During the term of his employment and under the terms

of the Andy Heyward Employment Agreement, Mr.

Heyward shall be entitled to be designated as composer on all music contained in

the programming produced by the Company and to receive composer’s royalties from applicable performing rights societies The

Options granted to Mr.

the terms of the CEO Employment Agreement, Mr.

Heyward shall be eligible for a quarterly discretionary bonus of $55,000 per fiscal quarter

if the Company meets certain criteria, as established by the Board of Directors.

Heyward shall be entitled to reimbursement of reasonable

expenses incurred in connection with his employment and the Company may take out and maintain during the term of his tenure a life insurance

policy in the amount of $1,000,000.

During the term of his employment and under the terms of the CEO Employment Agreement, Mr.

shall be entitled to be designated as composer on all music contained in the programming produced by the Company and to receive composer’s

royalties from applicable performing rights societies.

The Options granted to Mr.

Heyward were fully vested on the date of grant.

One-half of the RSUs granted to Mr.

Heyward vest over time

subject to Mr.

Heyward’s continued employment, and one-half vest in equal installments on the first, second, third and fourth

anniversaries of the date of grant, subject to the achievement of certain performance criteria, to be determined by the Compensation

Committee, and subject to Mr.

Heyward’s continued employment.

of the RSUs granted to Mr.

Heyward vest over time subject to Mr.

Heyward’s continued employment, and one-half vest in equal installments

on the first, second, third and fourth anniversaries of the date of grant, subject to the achievement of certain performance criteria,

to be determined by the Compensation Committee, and subject to Mr.

Heyward’s continued employment.

In the event of Mr.

Heyward’s death or resignation, all

compensation then currently due would be payable to his estate.

The CEO Employment Agreement extends and modifies Mr.

Heyward’s

current employment agreement such that Mr.

Heyward is eligible to receive, during the five-year term of the CEO Employment Agreement

(i) an annualized base salary of $440,000, (ii) quarterly performance bonuses of up to $55,000, and (iii) producer fees of up to

$12,500 per one-half hour episode produced by the Company for up to 52 one-half hour episodes.

The CEO Employment Agreement also entitles

death or resignation, all compensation then currently due would be payable to his estate.

The CEO Employment Agreement

also entitles Mr.

Heyward to separation payments in certain circumstances.

In the event Mr.

Heyward’s employment terminates due to his

death or retirement, in addition to accrued amounts, he is entitled to receive (i) any unpaid quarterly bonus for the fiscal quarter

preceding the fiscal quarter in which such termination occurs and (ii) if earned, a pro-rated quarterly bonus for the fiscal quarter

in which such termination occurs.

Heyward’s employment terminates due

to his death or retirement, in addition to accrued amounts, he is entitled to receive (i) any unpaid quarterly bonus for the fiscal quarter

preceding the fiscal quarter in which such termination occurs and (ii) if earned, a pro-rated quarterly bonus for the fiscal quarter in

which such termination occurs.

In the event Mr.

Heyward’s employment terminates due to his permanent disability, in addition

to accrued amounts, he is entitled to receive (i) any unpaid quarterly bonus for the fiscal quarter preceding the fiscal quarter

in which such termination occurs, (ii) if earned, a pro-rated quarterly bonus for the fiscal quarter in which such termination

occurs and (iii) six monthly payments equal to the amount, if any, of his monthly base salary in excess of any disability benefits

being received by Mr.

On December 7, 2020, the Company entered

into an amended and restated agreement, (The COO and General Counsel Employment Agreement) with Michael A.

Jaffa in which Mr.

would assume the role of Chief Operating Officer and General Counsel commencing on December 7, 2020.

Jaffa will be entitled

to be paid a salary at the annual rate of $325,000 per year.

The term of the agreement is three years.

In addition, Mr.

be entitled to an annual discretionary bonus based on his performance.

Heyward’s employment terminates due to his permanent disability, in addition to

accrued amounts, he is entitled to receive (i) any unpaid quarterly bonus for the fiscal quarter preceding the fiscal quarter in which

such termination occurs, (ii) if earned, a pro-rated quarterly bonus for the fiscal quarter in which such termination occurs and (iii)

six monthly payments equal to the amount, if any, of his monthly base salary in excess of any disability benefits being received by Mr.

On June 23, 2021, the Compensation

Committee of the Board of Directors amended such RSU awards so that 3,750,000 of such RSUs shall continue to vest in four equal installments

on the first, second, third and fourth anniversaries of December 7, 2020, subject to his continued employment and the remaining 11,250,000

RSUs shall vest as follows:

(i) 3,750,000 RSUs vest when the Company’s common stock closing sale price equals or exceeds $3.00 per

share or the Company’s market capitalization equals or exceeds $903,000,000 for 20 consecutive trading days;

(ii) 3,750,000 RSUs

vest when the Company’s common stock closing sale price equals or exceeds $3.50 per share or the Company’s market capitalization

equals or exceeds $1,053,500,000 for 20 consecutive trading days, and (iii) 3,750,000 RSUs vest when the Company’s common stock

closing sale price equals or exceeds $3.75 per share or the Company’s market capitalization equals or exceeds $1,128,750,000 for

20 consecutive trading days.

In addition to the stock price and market capitalization vesting conditions set forth above, such 11,250,000

RSUs may also vest in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, based on achievement

of certain operating performance-based vesting conditions established by the Compensation Committee and subject to his continued employment

and also subject to pro rata adjustment for vesting pursuant to the stock price or market capitalization vesting conditions.

CFO Employment Agreement

On December 7, 2020, the Company

entered into an amended and restated agreement with Robert L.

Denton (as amended, the “CFO Employment Agreement”), whereby

Denton agreed to serve as the Company’s Chief Financial Officer, effective as of December 7, 2020, for a period of one year

with a mutual option for two additional one-year periods.

Under the terms of the CFO Employment Agreement, Mr.

Denton shall be entitled

to an annual discretionary bonus based on his performance.

The CFO Employment Agreement may be terminated either (i) upon the end of the

term, (ii) at any time by the Company for “Cause” (as defined in the CFO Employment Agreement) or (iii) upon an event of retirement,

death or disability.

Upon the termination or expiration of Mr.

Denton’s employment with the Company and for a period of three years

thereafter, certain amounts paid to Mr.

Denton, including any discretionary bonus and stock-based compensation, but excluding his base

salary and reimbursement of certain expenses, will be subject to the Company’s claw back right upon the occurrence of certain events

which are adverse to the Company, including a restatement of financial statements.

In the event of Mr.

Jaffa’s death or resignation,

Denton’s death or resignation,

all compensation then currently due would be payable to his estate.

The COO and General Counsel Employment

Agreement provides Mr.

Jaffa with, during the three year term of the General Counsel Employment Agreement (i) an annualized base

salary of $325,000 for the first year of the term, $350,000 for the second year of the term and $375,000 for the third year of

the term, (ii) discretionary annual bonuses determined in the sole discretion of the Compensation Committee of the Board of Directors

of the Company (the “Compensation Committee”), and (iii) eligibility to receive renewal bonuses of $50,000 beginning

within 60 days following the effective date of the General Counsel Employment Agreement and each anniversary thereafter during

the term, subject to Mr.

Jaffa’s continued employment.

The agreement granted Mr.

Jaffa 1,000,000 stock option and 500,00

The Options granted to Mr.

Jaffa were partially vested on the date of grant, and vest with respect to the unvested amounts

in substantially equal installments on the first three anniversaries of the grant date, subject to continued employment.

granted to Mr.

Jaffa vest in three equal installments on the first three anniversaries of the date of grant, subject to continued

Any unvested Options or RSUs held by Mr.

Jaffa will vest upon his termination of employment without Cause or resignation

for Good Reason, each as defined in the Option Grant and RSU Grant agreement.

The COO and General Counsel Employment

Agreement also entitles Mr.

Jaffa to separation payments in certain circumstances.

In the event Mr.

Jaffa’s employment terminates

due to his death or retirement, in addition to accrued amounts, he is entitled to receive any unpaid annual bonus for the fiscal

year preceding the fiscal year in which such termination occurs.

In the event Mr.

Jaffa’s employment terminates due to his

permanent disability, in addition to accrued amounts, he is entitled to receive (i) any unpaid annual bonus for the fiscal year

preceding the fiscal year in which such termination occurs, and (iii) two monthly payments equal to the amount, if any, of his

monthly base salary in excess of any disability benefits being received by Mr.

Additionally, the COO and General Counsel

Employment Agreement contains certain restrictive covenants regarding confidential information, intellectual property, non-competition

and non-solicitation.

This summary of the COO and General Counsel Employment Agreement is qualified in its entirety by reference

to the full text of the General Counsel Employment Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein

by reference.

On December 7, 2020, the Company entered

into an Employment Agreement with Robert L.

Denton (the “CFO Employment Agreement”), whereby Mr.

Denton agreed to serve

as the Company’s Chief Financial Officer, effective as of December 7, 2020 for a period of one year with a mutual option

for two additional one-year periods, in consideration for an annual salary of $300,000.

Under the terms of the Robert Denton Employment

Agreement, Mr.

Denton shall be entitled to an annual discretionary bonus based on his performance.

The Robert Denton Employment

Agreement may be terminated either (i) upon the end of the term, (ii) at any time by the Company for “Cause”

in the Robert Denton Employment Agreement) or (iii) upon an event of retirement, death or disability.

Upon the termination or expiration

Denton’s employment with the Company and for a period of three years thereafter, certain amounts paid to Mr.

including any discretionary bonus and stock based compensation, but excluding his base salary and reimbursement of certain expenses,

will be subject to the Company’s clawback right upon the occurrence of certain events which are adverse to the Company, including

a restatement of financial statements.

In the event of Mr.

Denton’s death or resignation, all compensation then currently

due would be payable to his estate.

The CFO Employment Agreement provides Mr.

Denton with, during the one year term of the CFO Employment Agreement (i) an annualized base salary of $300,000, (ii) discretionary

annual bonuses determined in the sole discretion of the Compensation Committee, and (iii) eligibility to receive renewal bonuses

of $50,000 beginning within 60 days following the effective date of the CFO Employment Agreement and continuing on each anniversary

thereafter during the term, subject to Mr.

Denton’s continued employment.

with, during the three-year term of the CFO Employment Agreement (i) an annualized base salary of $300,000 for the first year of the term,

$350,000 for the second year of the term, and $375,000 for the third year of the term;

(ii) discretionary annual bonuses determined in

the sole discretion of the Compensation Committee;

and (iii) eligibility to receive renewal bonuses of $50,000 beginning within 60 days

following the effective date of the Amended Employment Agreement and continuing on each anniversary thereafter during the term, subject

Denton’s continued employment.

The agreement granted Mr.

Denton 975,000 stock

options and 475,000 RSUs.

The Options granted to Mr.

Denton were partially vested on the date of grant, and vest with respect to

the unvested amounts in substantially equal installments on the first three anniversaries of the grant date, subject to continued

Denton 975,000 stock options and 475,000 RSUs.

The Options granted

Denton were partially vested on the date of grant, and vest with respect to the unvested amounts in substantially equal installments

on the first three anniversaries of the grant date, subject to continued employment.

The RSUs granted to Mr.

Denton vest in three equal installments on the first three anniversaries of the date of grant,

subject to continued employment.

Only unvested Options or RSUs that would have otherwise vested during the then current term of

the CFO Employment Agreement will vest upon Mr.

Denton’s termination of employment without Cause or resignation for Good

Reason, each as defined in the Form Option Grant and Form RSU Grant.

The CFO Employment Agreement also entitles

Denton vest in three equal

installments on the first three anniversaries of the date of grant, subject to continued employment.

Only unvested Options or RSUs that

would have otherwise vested during the then current term of the CFO Employment Agreement will vest upon Mr.

Denton’s termination

of employment without Cause or resignation for Good Reason, each as defined in the Form Option Grant and Form RSU Grant.

The CFO Employment Agreement

also entitles Mr.

Denton to separation payments in certain circumstances.

In the event Mr.

Denton’s employment terminates due to his death

or retirement, in addition to accrued amounts, he is entitled to receive any unpaid annual bonus for the fiscal year preceding

Denton’s employment terminates due to

his death or retirement, in addition to accrued amounts, he is entitled to receive any unpaid annual bonus for the fiscal year preceding

the fiscal year in which such termination occurs.

In the event Mr.

Denton’s employment terminates due to his permanent disability,

in addition to accrued amounts, he is entitled to receive (i) any unpaid annual bonus for the fiscal year preceding the fiscal

year in which such termination occurs, and (ii) two monthly payments equal to the amount, if any, of his monthly base salary in

excess of any disability benefits being received by Mr.

Denton’s employment terminates due to his permanent disability,

in addition to accrued amounts, he is entitled to receive (i) any unpaid annual bonus for the fiscal year preceding the fiscal year in

which such termination occurs, and (ii) two monthly payments equal to the amount, if any, of his monthly base salary in excess of any

disability benefits being received by Mr.

On March 7, 2022, Mr.

entered into an amendment to his employment agreement which extends the term until December 20, 2023 and increased his annual salary to

$350,000 for year two and $375,000 for year three.

COO and General Counsel Employment Agreement

On December 7, 2020, the Company

entered into an amended and restated agreement (the “COO and General Counsel Employment Agreement”) with Michael A.

Jaffa would assume the role of Chief Operating Officer and General Counsel commencing on December 7, 2020.

The term of the

agreement is three years.

In addition, Mr.

Jaffa will be entitled to an annual discretionary bonus based on his performance.

Jaffa’s death or resignation, all compensation then currently due would be payable to his estate.

The COO and General Counsel

Employment Agreement provides Mr.

Jaffa with, during the three year term of the General Counsel Employment Agreement (i) an annualized

base salary of $325,000 for the first year of the term, $350,000 for the second year of the term and $375,000 for the third year of the

term, (ii) discretionary annual bonuses determined in the sole discretion of the Compensation Committee of the Board of Directors of the

Company (the “Compensation Committee”), and (iii) eligibility to receive renewal bonuses of $50,000 beginning within 60 days

following the effective date of the COO and General Counsel Employment Agreement and each anniversary thereafter during the term, subject

Jaffa’s continued employment.

The agreement granted Mr.

Jaffa 1,000,000 stock option and 500,000 RSUs.

The Options granted

Jaffa were partially vested on the date of grant, and vest with respect to the unvested amounts in substantially equal installments

on the first three anniversaries of the grant date, subject to continued employment.

The RSUs granted to Mr.

Jaffa vest in three equal

installments on the first three anniversaries of the date of grant, subject to continued employment.

Any unvested Options or RSUs held

Jaffa will vest upon his termination of employment without Cause or resignation for Good Reason, each as defined in the Option

Grant and RSU Grant agreement.

The COO and General Counsel

Employment Agreement also entitles Mr.

Jaffa to separation payments in certain circumstances.

In the event Mr.

Jaffa’s employment

terminates due to his death or retirement, in addition to accrued amounts, he is entitled to receive any unpaid annual bonus for the fiscal

year preceding the fiscal year in which such termination occurs.

In the event Mr.

Jaffa’s employment terminates due to his permanent

disability, in addition to accrued amounts, he is entitled to receive (i) any unpaid annual bonus for the fiscal year preceding the fiscal

year in which such termination occurs, and (iii) two monthly payments equal to the amount, if any, of his monthly base salary in excess

of any disability benefits being received by Mr.

Additionally, the COO and

General Counsel Employment Agreement contains certain restrictive covenants regarding confidential information, intellectual property,

non-competition and non-solicitation.

This summary of the COO and General Counsel Employment Agreement is qualified in its entirety by

reference to the full text of the General Counsel Employment Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein

by reference.

Retirement Benefits

As of December 31, 2020, the Company

did not provide any retirement plans to its executive officers or employees.

Potential Payments upon Termination

or Change-in-Control

As of December 31, 2020, the Company

did not provide for any potential payments upon termination or change of control.

Outstanding Equity Awards at Fiscal

The following table sets forth outstanding

stock option awards as of December 31, 2020 to each of the named executive officers.

As of December 31, 2020, the Company has not

granted any stock awards to its executive officers other than to Mr.

Denton and Mr.

Jaffa as noted below.

Number of securities

underlying unexercised options (#) exercisable

Number of securities

underlying unexercised options (#) unexercisable

As of December 31, 2021, the

Company did not provide any retirement plans to its executive officers or employees.

Potential Payments upon Termination or Change-in-Control

As of December 31, 2021, the

Company did not provide for any potential payments upon termination or change of control.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth

outstanding equity awards as of December 31, 2021 to each of the named executive officers.

Option Awards

Stock Units Awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Option exercise price ($)

Option expiration date

Equity incentive

Equity incentive plan awards:

Number of securities underlying unearned Restricted Stock Units (#)

______________________

7,500,000 (6)

__________________

Denton’s and Mr.

Jaffa’s options vest one

third per year for three years.

Denton’s and Mr.

Jaffa’s options

vested as of December 31, 2020.

Denton’s options vest 380,000 upon grant and 190,000

options vest annually for the next three years on the anniversary dates.

Jaffa’s options vest 400,000 upon grant and 200,000

options vest annually for the next three years on the anniversary dates.

Heyward’s options vest upon the grant date.

Heyward was granted 7,500,000 RSUs, with 1,875,000

vesting on each of the next four anniversary dates.

Heyward was also granted 7,500,000 performance based RSUs that, if awarded,

vest 1,875,000 on each of the next four anniversary dates.

Denton’s RSUs vest 155,000 on the first anniversary

date, 158,000 on the second anniversary date and 162,000 on the third anniversary date.

Jaffa’s RSUs vest 166,666 on the first anniversary

date, 166,666 on the second anniversary date and 166,668 on the third anniversary date.

Heyward’s options vested upon the grant date.

(2) 937,500 of Mr.

Heyward’s RSUs vested on the first anniversary date of December 20, 2021.

23, 2021, the Compensation Committee amended service-based awards granted to the Mr.

Heyward, such that 3,750,000 of such RSUs shall continue

to vest in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, subject to his continued

employment and the remaining 3,750,000 RSUs shall be modified to vest based on performance or market conditions.

The previously issued

7,500,000 performance-based awards, along with the 3,750,000 modified service-based awards, shall vest as follows:

(i) 3,750,000 RSUs

vest when the closing sale price of the common stock equals or exceeds $3.00 per share or the Company’s market capitalization equals

or exceeds $903,000,000 for 20 consecutive trading days;

(ii) 3,750,000 RSUs vest when the closing sale price of the common stock equals

or exceeds $3.50 per share or the Company’s market capitalization equals or exceeds $1,053,500,000 for 20 consecutive trading days,

and (iii) 3,750,000 RSUs vest when the closing sale price of the common stock equals or exceeds $3.75 per share or the Company’s

market capitalization equals or exceeds $1,128,750,000 for 20 consecutive trading days (the “market conditions”).

to the stock price and market capitalization vesting conditions set forth above, such 11,250,000 RSUs may also vest in four equal installments

on the first, second, third and fourth anniversaries of December 7, 2020, based on achievement of certain operating performance-based

vesting conditions established by the Compensation Committee on June 23, 2021 and subject to his continued employment, adjusted pro-ratably

for vesting pursuant to the market conditions.

Denton’s and Mr.

Jaffa’s options vested as of December 31, 2021.

Denton’s options vested 380,000 upon grant and 190,000 vested on the first anniversary date

of December 7, 2021.

190,000 options will vest annually on each anniversary date for the next 2 years.

(5) 155,000 of Mr.

Denton’s RSUs vested on the first anniversary date of December 7, 2021.

vest on the second anniversary date and 162,000 will vest on the third anniversary date.

Jaffa’s options vested 400,000 upon grant and 200,000 vested on the first anniversary date of

December 7, 2021.

200,000 options will vest annually on each anniversary date for the next 2 years.

(7) 166,666 of Mr.

Jaffa’s RSUs vested on the first anniversary date of December 7, 2021.

vest on the second anniversary date and 166,668 will vest on the third anniversary date.

Director Compensation

The following table sets forth with respect to

the named directors, compensation information inclusive of equity awards and payments made for the year ended December 31, 2020 in the

director's capacity as director.

Bernard Cahill (2)

Joseph “Gray”

The following table sets forth

with respect to each of our non-employee directors, compensation information inclusive of equity awards and payments earned for the year

ended December 31, 2021.

Earned or Paid in Cash

Joseph “Gray” Davis (3)

Clark Hallren (4)

Karen McTier (3)

Margaret Loesch (5)

Lynne Segall (6)

Anthony Thomopoulos (7)

Michael Klein (8)

Cynthia Turner-Graham (9)

______________________

Directors, other than Mr.

Heyward, earn $5,000 for each meeting attended physically, $2,500 per meeting for each meeting attended telephonically, and nothing for non-attendance and $1,000 for unscheduled meetings.

These cash payments are paid to the Board member at the subsequent board meeting.

Cahill resigned from the Board effective March 19, 2020.

McTier was appointed to the Board effective September 7,

Loesch was paid $27,000 for her services on the Board and

$52,500 for her services as Executive Chairperson of the Kartoon Channel!

Klein was appointed to our Board

effective March 7, 2019.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial

ownership of shares of our $0.001 par value common stock as of March 29, 2020, known by us through transfer agent and other records

Heyward, earn $10,000 for each quarterly meeting attended.

Directors, other than Mr.

Heyward, also earn $10,000 as appointed Chairmen and $5,000 as members of the Company’s Compensation,

Audit, Investment and Nominating Committees.

Represents the grant date fair value in accordance with FASB

ASC Topic 718.

The assumptions applied in determining the fair value of the awards are discussed in the Notes to our audited consolidated

financial statements for the year ended December 31, 2021, in the Form 10-K.

Davis was paid $40,000 for services on the Board for 2021 and $5,000

in arrears for services on the Board for 2020, $5,000 as a member the Company’s Nominating Committee and $5,000 as a member of the

Company’s Investment Committee.

Hallren was paid $40,000 for services on the Board for 2021, $5,000

in arrears for services on the Board for 2020.

Hallren was also paid $10,000 as Chair of the Company’s Audit Committee, $5,000

as a member of the Company’s Compensation Committee, $10,000 as Chair of the Company’s Investment Committee and $5,000 for

other consulting services.

Loesch was paid $40,000 for services on the Board for 2021, $5,000 in arrears for services on the Board in 2020 and $90,000 for services as Executive Chairperson of the Kartoon Channel!

Segall was paid $40,000 for services

on the Board for 2021, $5,000 in arrears for services on the Board in 2020 and $10,000 as the Chair of the Company’s Nominating

Thomopoulos was paid $40,000 for services

on the Board for 2021, $5,000 in arrears for services on the Board in 2020, $10,000 as Chair of the Company’s Compensation Committee

$5,000 as a member of the Company’s Audit Committee and $5,000 for other consulting services.

Klein was paid $30,000 for services on the Board, $5,000 as a member

of the Company’s Audit Committee, $5,000 as a member the Company’s Nominating Committee and $5,000 as a member of the Company’s

Investment Committee.

Effective June 15, 2021, Dr.

Turner-Graham was elected as a member of our Board of Directors.

Turner-Graham was paid $30,000 for services on the Board

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT and Related Stockholder Matters

The following table

shows the beneficial ownership of shares of our common stock as of April 4, 2022, known by us through transfer agent and

other records held by:

(i) each person who beneficially owns 5% or more of the shares of common stock then outstanding;

(ii) each of our directors;

our directors;

(iii) each of our named executive officers;

and (iv) all of our current directors and executive officers as a group.

The information in this table reflects

“beneficial ownership”

as defined in Rule 13d-3 of the Exchange Act.

To our knowledge and unless otherwise indicated,

each stockholder has sole voting power and investment power over the shares listed as beneficially owned by such stockholder, subject

to community property laws where applicable.

Percentage ownership is based on 300,273,163 shares of common stock outstanding as

of March 29, 2020.

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole

voting and investment power and that person’s address is c/o 190 N.

Canon Drive, Floor 4, Beverly Hills, CA 90210.

and (iv) all of our current directors and executive officers as a

The information in this

table reflects “beneficial ownership” as defined in Rule 13d-3 of the Exchange Act.

To our knowledge and unless

otherwise indicated, each stockholder has sole voting power and investment power over the shares listed as beneficially owned by

such stockholder, subject to community property laws where applicable.

Percentage ownership is based on 304,368,966 shares of common

stock outstanding as of April 4, 2022.

Unless otherwise indicated in the footnotes to the following table, each person named

in the table has sole voting and investment power and that person’s address is c/o 190 N.

Canon Drive, Floor 4, Beverly Hills,

Name of Beneficial Owner

Nature of Beneficial

Ownership (1)

Amount and Nature of Beneficial Ownership (1)

Directors and Named Executive Officers

Michael Klein

Michael Jaffa

Michael Klein

Anthony Thomopoulos

2 unchanged sentences

Margaret Loesch

Cynthia Turner-Graham

All current executive officers and directors as a group (consisting of 11 persons)

5% Stockholders

BlackRock, Inc.

_______________________

* Indicates ownership less than 1%

Applicable percentage ownership is based on 300,273,163 shares of common stock outstanding as of March 29, 2020, together with securities exercisable or convertible into shares of common stock within 60 days of March 29, 2020.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 29, 2020 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Consists of (i) 990,728 shares of common stock held by A Squared Holdings LLC over which Andy Heyward holds sole voting and dispositive power;

(ii) 13,464,282 shares of common stock held by Andy Heyward;

Applicable percentage ownership is based on 304,368,966 shares of common stock

outstanding as of April 4, 2022, together with securities exercisable or convertible into shares of common stock within 60 days of April

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power

with respect to securities.

Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or

conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become

exercisable or convertible within 60 days of April 4, 2022 are deemed to be beneficially owned by the person holding such securities for

the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding

for the purpose of computing the percentage ownership of any other person.

Consists of (i) 990,728 shares of common stock held by A Squared Holdings LLC

over which Andy Heyward holds sole voting and dispositive power;

(ii) 13,933,032 shares of common stock held by Andy Heyward or issuable

upon vested RSUs;

(iii) 1,234 shares held by Heyward Living Trust;

(iv) 5,000,000 options to acquire shares of common stock issuable now or within 60 days of March 29, 2020 upon the exercise of stock options.

Consists of 480,088 shares of common stock issuable now or within 60 days of March 29, 2020 upon the exercise of stock options granted to Mr.

Consists of 100,000 shares of common stock and 120,000 shares of common stock issuable upon exercise of certain warrants.

Consists of 500,088 shares of common stock issuable upon exercise of stock options granted to Mr.

Consists of 115 shares of common stock owned by Mr.

RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Certain Relationships and Related Party Transactions

Commission regulations define the related

person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved

exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years in

which we were or are to be a participant and in which a related person had or will have a direct or indirect material interest.

A related person is:

(i) an executive officer, director or director nominee of the Company, (ii) a beneficial owner of more than

5% of our common stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner

of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which

any of the foregoing persons has a substantial ownership interest or control.

Described below are certain transactions or relationships

between us and certain related persons.

On August 31, 2018, Llama entered into an animation production

services agreement with Mr.

Heyward for services as a producer for which he is to receive $124,000 through the course of production

of the Company’s animated series Llama Llama Season 2.

As of December 31, 2019, Mr.

Heyward was paid $124,000.

further amounts are due.

Pursuant to his employment agreements dated

November 16, 2018 and November 16, 2020, Mr.

Heyward is entitled to an Executive Producer fee of $12,400 per half hour episode

for each episode he provides services as an executive producer.

The first identified series under this employment agreement is

Rainbow Rangers.

During the year ended December 31, 2020, 13 half hours had been delivered and accordingly Mr.

paid $161,200, The second identified series under this employment agreement is Rainbow Rangers Season 2.

During the year

ended December 31, 2020, 26 half hours had been delivered and accordingly Mr.

Heyward is owed $322,400.

On July 21, 2020, the Company entered into

a merchandising and licensing agreement with Andy Heyward Animation Art (“AHAA”), whose principal is Andy Heyward,

the Company’s Chief Executive Officer.

The Company entered into a customary merchandise license agreement with AHAA for the

use of characters and logos related to Warren Buffett’s Secret Millionaires Club and Stan Lee’s Mighty 7

in connection with certain products to be sold by AHAA.

The terms and conditions of such license are customary within the industry,

and the Company earns an arm-length industry standard royalty on all sales made by AHAA utilizing the licensed content.

the year ended December 31, 2020, the Company earned $0 in royalties from this agreement.

On September 17, 2019, Mr.

Heyward purchased

$500,000 of the Secured Convertible Notes from another holder.

The Company did not receive any proceeds from this transaction.

October 2, 2019, Mr.

Heyward purchased 1,000,000 shares of the Company’s common stock for an aggregate purchase price of

$760,000, or $0.76 per share.

(iv) 5,000,000 options to acquire shares of common stock issuable upon

the exercise of stock options.

Consists of 83,334 shares of common stock held and 700,088 shares of common stock issuable upon exercise of stock options granted to Mr.

Consists of 77,500 shares of common stock held and 670,088 shares of common stock issuable upon exercise of stock options granted to Mr.

Consists of 99,600 shares of common stock, 20,000 shares of common

stock issuable upon exercise of stock options granted and 120,000 shares of common stock issuable upon the exercise of warrants

granted to Mr.

Klein that will become exercisable within 60 days of December 31, 2021.

Consists of 115 shares of common stock held and 20,000 shares of common stock issuable upon exercise of stock options granted to Mr.

Thomopoulos that will become exercisable within 60 days of December 31, 2021.

Consists of 20,000 shares of common stock

issuable upon exercise of stock options granted to each Board Member that will become exercisable within 60 days of December 31,

McTier resigned from the Board effective as of March 31, 2022.

This information is based solely on a Schedule 13G filed with the SEC on February 4, 2022.

Equity Compensation Plan Information

On September 18, 2015, the

Company adopted the Genius Brands International, Inc.

2015 Incentive Plan (the “2015 Plan”).

The 2015 Plan was approved by

our stockholders in September 2015.

The 2015 Plan as approved by the stockholders authorized the issuance up to an aggregate of 150,000

shares of common stock.

On December 14, 2015, the Board of Directors voted to amend the 2015 Plan to increase the total number of shares

that can be issued under the 2015 Plan by 1,293,334 from 150,000 shares to 1,443,334 shares.

The increase in shares available for issuance

under the 2015 Plan was approved by stockholders on February 3, 2016.

On May 18, 2017, the Board of Directors voted to amend the 2015

Plan to increase the total number of shares that can be issued under the 2015 Plan by 223,333 shares from 1,443,334 shares to an aggregate

of 1,667,667 shares.

The increase in shares available for issuance under the 2015 Plan was approved by the stockholders on July 25, 2017.

On September 6, 2018, the

Board of Directors voted to amend the 2015 Plan to increase the total number of shares that can be issued under the 2015 Plan by 500,000

shares from 1,667,667 shares to an aggregate of 2,167,667 shares.

The increase in shares available for issuance under the 2015 Plan was

approved by the Company’s stockholders on October 2, 2018.

On August 4, 2020, the Board

of Directors voted to adopt the Genius Brands International, Inc 2020 Incentive Plan (the “2020 Plan”).

The shares available

for issuance under the 2020 Plan was approved by stockholders on August 27, 2020.

The 2020 Plan as approved by the stockholders increased

the maximum number of shares available for issuance up to an aggregate of 32,167,667 shares of common stock.

The following table reflects,

as of December 31, 2021, compensation plans pursuant to which we are authorized to issue options, warrants, restricted stock units, or

other rights to purchase shares of its common stock, including the number of shares issuable under outstanding options, warrants and rights

issued under the plans and the number of shares remaining available for issuance under the plans.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities

remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, and Director Independence

Certain Relationships and Related Transactions

SEC regulations define the

related person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved

exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years in which we

were or are to be a participant and in which a related person had or will have a direct or indirect material interest.

A related person

(i) an executive officer, director or director nominee of the Company, (ii) a beneficial owner of more than 5% of our common stock,

(iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of our common

stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial

ownership interest or control.

Described below are certain transactions or relationships between us and certain related persons.

Pursuant to his employment agreements dated December 7, 2020, Mr.

entitled to an Executive Producer fee of $12,500 per one-half hour episode for each episode he provides services as an executive producer .

During the year ended December 31, 2021, Mr.

Heyward was paid $543,750 in producer fees.

On July 21, 2020, the Company

entered into a merchandising and licensing agreement with Andy Heyward Animation Art (“AHAA”), whose principal is Andy Heyward,

the Company’s Chief Executive Officer.

The Company entered into a customary merchandise license agreement with AHAA for the use

of characters and logos related to Warren Buffett’s Secret Millionaires Club and Stan Lee’s Mighty 7 in connection

with certain products to be sold by AHAA.

The terms and conditions of such license are customary within the industry, and the Company

earns an arm-length industry standard royalty on all sales made by AHAA utilizing the licensed content.

During the year ended December

31, 2021, the Company earned $0 in royalties from this agreement.

On March 11, 2020, Mr.

Heyward purchased

$1,000,000 of the 2020 Convertible Notes with an original discount of $250,000.

On June 19, 2020, Mr.

Heyward received

5,658,474 shares of Common Stock upon the cashless exercise of 6,119,048 warrants.

purchased $1,000,000 of the 2020 Convertible Notes with an original discount of $250,000.

On June 19, 2020, Mr.

received 5,658,474 shares of common stock upon the cashless exercise of 6,119,048 warrants.

On June 23 , 2020,

Heyward received 5,952,381 shares of common stock upon conversion of $1,250,000 of 2020 Convertible Notes.

On December 7, 2020, Mr.

Heyward was granted

7,500,000 RSUs, which vest 1,875,000 on each of the next four anniversary dates.

Heyward was also granted 7,500,000 performance

based RSUs that, if awarded, vest 1,875,000 on each of the next four anniversary dates.

On December 7, 2020, Mr.

Heyward’s

was granted 5,000,000 options to purchase shares of the Company’s Common Stock at $1.39 per share.

The options vest on the

During the year ended December 31, 2020,

Heyward was paid a bonus of $73,528, $11,370 in interest on the Senior Convertible Notes, and $3,000 in board fees for his

attendance at the unscheduled board meetings.

During the year ended December 31, 2020,

the Company paid $380,989 for security at Mr.

Heyward’s residence.

Review, Approval or Ratification of

Transactions with Related Persons

Pursuant to the

written charter of our Audit Committee, the Audit Committee is responsible for reviewing and approving all transactions both in

which (i) we are a participant and (ii) any parties related to us, including our executive officers, our directors, beneficial

owners of more than 5% of our securities, immediate family members of the foregoing persons and any other persons whom our Board

of Directors determines may be considered related parties under Item 404 of Regulation S-K, has or will have a direct or indirect

material interest.

All the transactions described in this section occurred prior to the adoption of the Audit Committee’s

Review, Approval or Ratification of Transactions

with Related Persons

to the written charter of our Audit Committee, the Audit Committee is responsible for reviewing and approving all transactions both in

which (i) we are a participant and (ii) any parties related to us, including our executive officers, our directors, beneficial owners

of more than 5% of our securities, immediate family members of the foregoing persons and any other persons whom our Board of Directors

determines may be considered related parties under Item 404 of Regulation S-K, has or will have a direct or indirect material interest.

All the transactions described in this section occurred prior to the adoption of the Audit Committee’s charter.

Corporate Governance

that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders.

believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders.

This section describes key corporate governance practices that we have adopted.

Independence of the Board of Directors

Our determination of the independence

of our directors is made using the definition of “independent”

contained in the listing standards of the Nasdaq Capital

On the basis of information solicited from each director, the board has determined that each of each of Messrs.

Hallren, Klein, Thomopoulos and McTier as well as Ms.

Segall are independent directors within the meaning of such rules.

Our determination of the

independence of our directors is made using the definition of “independent” contained in the listing standards of the

Nasdaq Capital Market.

On the basis of information solicited from each director, the board has determined that each of Messrs.

Davis, Hallren, Klein, and Thomopoulos as well as each of Mss.

Segall and Turner-Graham are independent directors within

the meaning of such rules.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

The following table sets forth fees billed

to us by our independent registered public accounting firm for the years ended December 31, 2020 and 2019 for (i) services rendered

for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that

are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees,

The following table sets forth

fees billed to us by our independent registered public accounting firm for the years ended December 31, 2021 and 2020 for (i) services

rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered

that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees,

and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

Audit-Related Fees

Our policy is to pre-approve all audit

and permissible non-audit services performed by the independent registered public accounting firm.

These services may include audit

services, audit-related services, tax services and other services, as follows:

Our policy is to pre-approve

all audit and permissible non-audit services performed by the independent registered public accounting firm.

These services may include

audit services, audit-related services, tax services and other services, as follows:

Audit services include audit work performed in the preparation of financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

Audit-Related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

Tax services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

Other Fees are those associated with services not captured in the other categories.

The Company generally does not request such services from the independent auditor.

Under our policy, pre-approval is generally

provided for particular services or categories of services, including planned services, project-based services and routine consultations.

Under our policy, pre-approval

is generally provided for particular services or categories of services, including planned services, project-based services and routine

consultations.

In addition, the Board of Directors may also pre-approve particular services on a case-by-case basis.

Our Board of Directors approved

all services that our independent registered public accounting firm provided to us in the past two fiscal years.

Our Board of Directors

approved all services that our independent registered public accounting firm provided to us in the past three fiscal years.

Exhibits, Financial Statement Schedules

Financial Statements

See Index to Consolidated Financial Statements at Item

Financial Statement Schedules have been omitted as they

are either not required, not applicable, or the information is otherwise included.

See Index to Consolidated Financial Statements at Item 8 herein.

Financial Statement Schedules have been omitted as they are either

not required, not applicable, or the information is otherwise included.

EXHIBIT INDEX

Agreement and Plan of Reorganization between Genius Brands International, Inc., A Squared Entertainment LLC, A Squared Holdings LLC and A2E Acquisition LLC dated November 15, 2013 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2013)

Arrangement Agreement dated as of October 26, 2021 among the Company,1326919 B.C.

and Wow Unlimited Media Inc.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021)

Articles of Incorporation of Genius Brands International Inc., as amended

Bylaws of Genius Brands International, Inc., as amended (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 19, 2019)

Amended and Restated Certificate of Designations, Preferences and Rights of the 0% Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on November 21, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2019)

Form of Placement Agent Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2014)

Form of Warrant (November 2015) (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2015)

Form of Subordinated Indenture (Incorporated by reference from Registration Statement on Form S-3 filed with the SEC on November 25, 2016)

Form of Reload Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2017)

Form of Market Price Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2017)

Form of Investor Warran t (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2017)

Form of Investor Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 8, 2018)

Form of Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2018)

Form of Registered Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2019)

Form of Private Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2019)

Form of Waiver Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2019)

Description of Capital Stock (Incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2020)

Form of Amendment to Secured Convertible Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2019)

Form of Waiver Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2019)

Form of Investor Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2019)

Form of Reload Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2019)