<PAGE>
EXHIBIT 2.6
ASSIGNMENT, ASSUMPTION AND PLEDGE AGREEMENT
This Assignment, Assumption and Pledge Agreement (this "AGREEMENT")
is
made and entered into as of March 21, 2005,
by and between Genius Products,
Inc., a Delaware corporation ("PLEDGEE"),
and American Vantage Companies, a
Nevada corporation ("PLEDGOR").
WHEREAS, Pledgee and Pledgor are parties to that certain Agreement
and
Plan of Merger dated as of March 21, 2005
(the "MERGER AGREEMENT"), pursuant to
which Pledgee will acquire the Company (as
defined in the Merger Agreement);
WHEREAS, as a further inducement to Pledgor to enter into and
consummate the transactions contemplated by
the Merger Agreement, Pledgee
desires to assign and transfer certain
assets to Pledgor, following the
consummation of the transactions
contemplated by the Merger Agreement;
WHEREAS, as a further inducement to Pledgee to enter into and
consummate the transactions contemplated by
the Merger Agreement, Pledgee
desires to assign, and Pledgor desires to
assume, certain obligations of the
Company, on a going-forward basis,
following the consummation of the
transactions contemplated by the Merger
Agreement;
WHEREAS, American Vantage Media, Inc. is party to a separate
employment
agreement dated as of February 6, 2004 with
each of David J. Bartis ("BARTIS")
and Douglas Liman ("LIMAN") (each an
"Employment Agreement" and collectively,
the "EMPLOYMENT AGREEMENTS"); and
WHEREAS, the execution and delivery of this Agreement by the
parties
hereto is a condition to the closing of the
transactions contemplated by the
Merger Agreement.
NOW, THEREFORE, for and in consideration of the premises and the
mutual
covenants contained herein, and for other
good and valuable consideration, the
receipt, adequacy and legal sufficiency of
which are hereby acknowledged, the
parties do hereby agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used but not defined
herein
shall have the meanings for such terms that
are set forth in the Merger
Agreement.
2. CERTAIN DEFINITIONS.
(a) "ASSIGNMENT OF OBLIGATIONS" has the meaning set forth in
SECTION 3 hereof.
(b) "CERTIFICATES" means the certificate or certificates
evidencing ownership of the Collateral.
(c) "COLLATERAL" means 75,000 shares of Purchaser Common Stock
registered in the name of Pledgor and/or
its Affiliates, which comprises a
portion of the Merger Consideration, to the
extent not released and distributed
by Pledgee to Pledgor in accordance with
Section 10(b) hereof.
1
<PAGE>
(d) "DEFAULT" has the meaning set forth in SECTION 8 hereof.
(e) "OBLIGATIONS" has the meaning set forth in SECTION 3
hereof.
3. ASSIGNMENT AND ASSUMPTION. Effective as of immediately following
the
Effective Time, (i) Pledgee hereby assigns,
sells, transfers and sets over to
Pledgor all right, title and interest in
and to those assets set forth on
SCHEDULE 1 annexed hereto except for those
Fees (as such term is defined in the
Employment Agreements) relating to such
assets due to Bartis and Liman pursuant
to Section 10 of the Employment Agreements
(collectively, "PARTICIPATIONS"),
free and clear of any and all liens or
encumbrances in respect thereof; and (ii)
Pledgee hereby assigns, sells, transfers
and sets over (collectively, the
"ASSIGNMENT OF OBLIGATIONS") to Pledgor,
Pledgee's obligations and liabilities
set forth on SCHEDULE 2 annexed hereto,
which the parties expressly agree shall
not include any obligations or liabilities
relating to or arising out of the
Participations (collectively, the
"OBLIGATIONS"), PROVIDED THAT, in no event
shall Pledgor be liable for any Obligation
in respect of (i) Bartis unless and
until Bartis terminates his Employment
Agreement for Good Reason (as such term
is defined in his Employment Agreement)
pursuant to Section 7 thereof and (ii)
Liman unless and until Liman terminates his
Employment Agreement for Good Reason
(as such term is defined in his Employment
Agreement) pursuant to Section 7
thereof. Subject to the above proviso,
Pledgor hereby accepts the Assignment of
Obligations and assumes and agrees to pay
and discharge all of the Obligations
when due from and after the Closing. In the
event that Pledgor fails to pay any
Obligation when it becomes due, and Pledgee
shall pay such amount on behalf of
Pledgor, then Pledgor shall pay the amount
of such Obligation to Pledgee with
such amount carrying interest at a rate of
10.0% per annum from the due date for
such Obligation until satisfied in
accordance with Section 10 of this Agreement.
4. PLEDGE AND SECURITY INTEREST. To secure Pledgor's obligations
to
Pledgee to assume and fully discharge when
due all of the Obligations, Pledgor
hereby pledges the Collateral to Pledgee
and grants to Pledgee a continuing
security interest in the Collateral.
5. DEPOSIT OF COLLATERAL. Pledgor shall (i) deliver the
Certificate(s)
to Pledgee and (ii) deliver stock power(s)
in the form of EXHIBIT A attached
hereto, duly executed in blank, for the
Collateral to Pledgee.
6. WARRANTIES AND COVENANTS OF PLEDGOR.
Pledgor represents, warrants, covenants and agrees as follows:
(a) NOVATIONS. Pledgor shall use its best efforts to seek
novations of all of the Obligations such
that Pledgor is the obligor of record
with respect to all of the Obligations.
Notwithstanding anything herein or in
the Merger Agreement to the contrary and
for the avoidance of doubt, upon and
following the Assignment of Obligations,
Pledgor shall be the primary obligor
with respect to all of the Obligations.
(b) OWNERSHIP OF COLLATERAL. Pledgor has good, valid
marketable title to the Collateral, free
from any liens, charges, pledges,
security interests, encumbrances, rights to
purchase or other claim or interest
of any kind, other than those granted
herein.
2
<PAGE>
(c) LIENS. Pledgor will neither create nor permit the creation
of any lien charge, pledge, security
interest, encumbrance or other claim or
interest in the Collateral without the
prior written consent of Pledgee.
(d) FIRST-PRIORITY SECURITY INTEREST. Pledgee will at all
times have a valid, perfected
first-priority security interest in the
Collateral.
(e) TRANSFERS. Pledgor will neither make nor permit any
transfer of the Collateral without the
prior written consent of Pledgee.
(f) REIMBURSEMENT OF EXPENSES. Pledgor will reimburse P
