AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT POINT.360, a California corporation, as “Borrower”Loan and Security Agreement • July 14th, 2016 • Point.360 • Services-allied to motion picture production • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT(this “Agreement”), dated as of July 13, 2016, is entered into between AUSTIN FINANCIAL SERVICES, INC., a Delaware corporation (“Lender”), and POINT.360, a California Corporation (“Borrower”).
CONTRIBUTION AGREEMENTContribution Agreement • May 15th, 2007 • New 360 • California
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among DG FASTCHANNEL, INC. (the “Purchaser”), POINT.360 (the “Company”) and NEW 360 (the “PPB Sub”) Dated as of April 16, 2007Merger Agreement • May 15th, 2007 • New 360 • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), is dated as of April 16, 2007, by and among DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), POINT.360, a California corporation (the “Company”), and NEW 360, a California corporation and a wholly-owned subsidiary of the Company (the “PPB Sub”). Capitalized terms used herein have the meanings assigned to them in Section 9.5 or elsewhere in this Agreement as described in Section 9.6.
LOAN AND SECURITY AGREEMENT Between SUMMIT FINANCIAL RESOURCES, L.P. Lender and POINT.360 Borrower Effective Date: February 13, 2015 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 19th, 2015 • Point.360 • Services-allied to motion picture production • Utah
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
FORM OF NONCOMPETITION AGREEMENTNoncompetition Agreement • May 15th, 2007 • New 360 • California
This NONCOMPETITION AGREEMENT (this “Agreement”), dated as of [_______], 2007, is by and between DG FastChannel, Inc., a Delaware Corporation (the “Purchaser”), and New 360, a California corporation (the “PPB Sub”). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
LOAN AND SECURITY AGREEMENTLoan Agreement • August 16th, 2012 • Point.360 • Services-allied to motion picture production • California
This LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of July 31, 2012, between POINT.360, a California corporation, with its chief executive office located at 2701 Media Center Drive, Los Angeles, California 90065 (the "Borrower") and Bank of the West, a California banking corporation, with an address of 15165 Ventura Boulevard, Sherman Oaks, CA 91403 (the "Lender").
RIGHTS AGREEMENT DATED AS OF JULY 25, 2007 BETWEEN NEW 360 AND AMERICAN STOCK TRANSFER & TRUST COMPANY AS RIGHTS AGENTRights Agreement • July 26th, 2007 • New 360 • Services-allied to motion picture production • California
The Rights are not exercisable until the Distribution Date and will expire at the close of business on August 6, 2017, unless earlier redeemed by the Corporation as described below.
TERM NOTETerm Note • September 27th, 2012 • Point.360 • Services-allied to motion picture production
This Note is entered into in connection with one or more certain Loan and Security Agreements or Loan Agreements, dated August 13, 2012 (each a "Loan Agreement" and collectively, the "Loan Agreements") between the Borrower and the Lender, and any capitalized terms not defined herein shall have the meanings given to them in the Loan Agreements.
SECURITY AGREEMENTSecurity Agreement • November 15th, 2010 • Point.360 • Services-allied to motion picture production • California
SECURITY AGREEMENT, dated as of November 1, 2010 (this “Agreement”), between Point.360, a California corporation (“Debtor”) and TroyGould PC, a California professional corporation, its endorsees, transferees and assigns (collectively, “Secured Party”) with reference to the following:
SALE, PURCHASE AND ESCROW AGREEMENT BETWEEN HOLLYWOOD WAY OFFICE VENTURES, LLC (“Seller”) AND POINT.360 (“Purchaser”) AND COMMONWEALTH LAND TITLE INSURANCE COMPANY (“Escrow Agent”)Sale, Purchase and Escrow Agreement • July 7th, 2008 • Point.360 • Services-allied to motion picture production • California
This Sale, Purchase And Escrow Agreement (this “Agreement”), dated as of May 19, 2008 (the “Agreement Date”), is made by and among POINT.360, a California corporation (“Purchaser”), and HOLLYWOOD WAY OFFICE VENTURES, LLC, a California limited liability company (“Seller”), and constitutes (i) a contract of sale and purchase between Seller and Purchaser and (ii) an escrow agreement among Seller, Purchaser and COMMONWEALTH LAND TITLE INSURANCE COMPANY, as escrow agent (“Escrow Agent”), the consent of which appears at the end hereof.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 17th, 2009 • Point.360 • Services-allied to motion picture production • California
Stock Purchase Agreement (this “Agreement”) entered into as of September 17, 2009, by and between Haig S. Bagerdjian (the “Buyer”), and Al Ruegg (the “Seller”).
Second Amendment to Loan and Security AgreementLoan and Security Agreement • March 31st, 2016 • Point.360 • Services-allied to motion picture production • Utah
This Second Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into by and between POINT.360, a California corporation (“Borrower”), and SUMMIT FINANCIAL RESOURCES, L.P., a Hawaii limited partnership (“Lender”).
SETTLEMENT AGREEMENTSettlement Agreement • September 27th, 2010 • Point.360 • Services-allied to motion picture production • California
This Settlement Agreement and mutual release (the “Settlement Agreement” or “Agreement”), dated as of September 21, 2010, is by and between (i) Plaintiff and Counterclaim Defendant DG FastChannel, Inc., a Delaware corporation (“DGFC”) and (ii) Defendant and Counterclaimant Point.360, a California corporation (“Point.360”). DGFC and Point.360 are referred to herein as the “Parties,” or individually as a “Party.”
REGISTRATION RIGHTS AGREEMENT By and Among POINT.360, MEDLEY CAPITAL CORPORATION, MEDLEY OPPORTUNITY FUND II LP, MAIN STREET CAPITAL CORPORATION AND CONGRUENT CAPITAL OPPORTUNITIES FUND II, LP Dated as of July 8, 2015Registration Rights Agreement • July 14th, 2015 • Point.360 • Services-allied to motion picture production • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of 8, 2015, by and among Point.360, a California corporation (the “Company”), Medley Capital Corporation, a Delaware Corporation, Medley Opportunity Fund II LP, a Delaware limited partnership, Main Street Equity Interests, Inc., a Delaware corporation, and Congruent Credit Opportunities Fund II, LP, a [ ] limited partnership (such parties individually, a “Stockholder” and, collectively, the “Stockholders”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 30th, 2008 • Point.360 • Services-allied to motion picture production • California
FORM OF WORKING CAPITAL RECONCILIATION AGREEMENTWorking Capital Reconciliation Agreement • May 15th, 2007 • New 360 • California
This WORKING CAPITAL RECONCILIATION AGREEMENT (this “Agreement”), dated as of [_________], 2007, is by and among DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), POINT.360, a California corporation (the “Company”), and New 360, a California corporation and a wholly-owned subsidiary of the Company (the “PPB Sub”). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED STANDARD LOAN AGREEMENT By and Between BANK OF AMERICA, N.A. and POINT.360 Dated as of August 25, 2009Loan Agreement • August 28th, 2009 • Point.360 • Services-allied to motion picture production • California
This Amended and Restated Standard Loan Agreement dated as of August 25, 2009, is entered into by and between Bank of America, N.A. (the “Bank”) and Point.360, a California corporation (the “Borrower”)m with reference to the following facts:
Security AgreementSecurity Agreement • July 14th, 2015 • Point.360 • Services-allied to motion picture production • New York
This SECURITY AGREEMENT, dated as of July 8, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement"), made by and among each of the signatories hereto (together with any other entity that becomes a party hereto as provided herein, the “Grantor”), in favor of MEDLEY CAPITAL CORPORATION, a Delaware corporation (“Medley”) and MEDLEY OPPORTUNITY FUND II, LP (“MOF”), collectively as Lender under the Term Loan Agreement (as defined below).
SALE AGREEMENT PURSUANT TO ARTICLE 9 OF THE UNIFORM COMMERCIAL CODESale Agreement • July 14th, 2015 • Point.360 • Services-allied to motion picture production • New York
This Sale Agreement Pursuant to Article 9 of the Uniform Commercial Code (this “Agreement”) is entered into as of July 8, 2015, by and among Point.360, a California corporation (“Buyer”), Medley Capital Corporation, a Delaware corporation (in its individual capacity, “Medley”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent” or “Seller”), Medley Opportunity Fund II LP, a Delaware limited partnership (“MOF II”), Congruent Credit Opportunities Fund II, LP (“Congruent”), and Main Street Equity Interests, Inc., a Delaware corporation, (“Main Street,” and together with MOF II, Congruent and Medley, the “Lenders”) and Haig Bagerdjian (“HB”).
LEASE TERMINATION AGREEMENTLease Termination Agreement • March 4th, 2015 • Point.360 • Services-allied to motion picture production • California
This Lease Termination Agreement (this “Agreement”), dated for identification purposes only February 24, 2015, is made and entered into by and between Martin Shephard, Trustee of the Shephard Family Trust of 1998 (“Landlord”), and Point.360, a California corporation (“Tenant”).
Term Loan AgreementTerm Loan Agreement • July 14th, 2015 • Point.360 • Services-allied to motion picture production • New York
This Term Loan Agreement (this “Agreement”) is entered into as of July 8, 2015 (the “Closing Date”) by and among Point.360, a California corporation (the “Borrower”), Medley Capital Corporation, a Delaware corporation (“Medley”) and Medley Opportunity Fund II, LP (“MOF”, collectively with Medley, the “Lender”). Subject to and upon the terms and conditions set forth herein, the Lender has agreed to make the term loans provided herein.
POINT.360 NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 12th, 2007 • Point.360 • Services-allied to motion picture production
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), is made as of the day of , 200___ by and between Point.360, a Californian corporation (the “Company”), and (“Optionee”).
SEVERANCE AGREEMENTSeverance Agreement • May 15th, 2007 • New 360 • California
WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and
LEASE AGREEMENTLease Agreement • August 26th, 2015 • Point.360 • Services-allied to motion picture production • California
This Lease Agreement (this “Lease”), effective as of July 1, 2015, is made between Walton Empire Center V, L.L.C., a Delaware limited liability company (“Landlord”), and Point.360, a California corporation (“Tenant”).
FORM OF POST PRODUCTION SERVICES AGREEMENTPost Production Services Agreement • May 15th, 2007 • New 360 • California
This Post Production Services Agreement (this “Agreement”), dated as of [_________], 2007, is by and between DG FastChannel, Inc., a Delaware corporation (“DG FastChannel”), and New 360, a California corporation (“New 360”).
POINT.360 NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 15th, 2011 • Point.360 • Services-allied to motion picture production
FORM OF INDEMNIFICATION AND TAX MATTERS AGREEMENTIndemnification & Liability • May 15th, 2007 • New 360 • California
This INDEMNIFICATION AND TAX MATTERS AGREEMENT (this “Agreement”), dated as of [_________], 2007, is by and between DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), and New 360, a California corporation (the “PPB Sub”). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
modification AGREEMENTModification Agreement • September 8th, 2014 • Point.360 • Services-allied to motion picture production • California
This MODIFICATION AGREEMENT (this "Agreement") is entered into as of September 5, 2014, between POINT.360, a California corporation, with an address of 2701 Media Center Drive, Los Angeles, California 90065 (the "Borrower") and Bank of the West, a California banking corporation with an address of 2527 Camino Ramon, San Ramon, California 94582 (the "Lender").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2007 • New 360 • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of March 7, 2007, by and among Point.360, a California corporation (“Buyer”), Eden FX., a California corporation (“Seller”), Mark Miller, as an individual, and John Gross, as an individual (the individuals shall hereinafter be collectively referred to as “Shareholders”).
ASSIGNMENT AND ASSUMPTION OF FINANCING AND FINANCING DOCUMENTSAssignment and Assumption of Financing and Financing Documents • July 14th, 2016 • Point.360 • Services-allied to motion picture production • Utah
This Assignment and Assumption of Financing and Financing Documents (the “Assignment”) is made by and between Summit Financial Resources, L.P., a Hawaii limited partnership (“Assignor”), Point.360, a California corporation (“Borrower”), and Austin Financial Services, Inc., a Delaware corporation (“Assignee”).
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • June 22nd, 2007 • New 360 • Services-allied to motion picture production
This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “First Amendment”) is entered into June 22, 2007, by and among DG FastChannel, Inc., a Delaware corporation (“DG”), POINT.360, a California corporation (“Point.360”), and New 360, a California corporation and a wholly-owned subsidiary of the Company (“New 360”), for the purpose of amending the Contribution Agreement, dated as of April 16, 2007, by and among DG, Point.360 and New 360 (the “Contribution Agreement”). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Contribution Agreement or in the Agreement and Plan of Merger and Reorganization, dated as of April 16, 2007, by and among DG, Point.360 and New 360 (the “Merger Agreement”), as applicable.
AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • February 1st, 2010 • Point.360 • Services-allied to motion picture production • California
THIS AMENDED AND RESTATED FORBEARANCE AGREEMENT (this “Agreement”), dated as of January 29, 2010, is entered into by and between Bank of America, N.A. (the “Bank”) and Point.360, a California corporation (the “Borrower”), with reference to the following facts:
RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: TROYGOULD PC Los Angeles, CA 90067 Attn: Sanford J. Hillsberg INSTRUCTIONS TO RECORDER: Index this document as (1) a deed of trust;Deed of Trust • November 15th, 2010 • Point.360 • Services-allied to motion picture production • California
THIS DEED OF TRUST, FIXTURE FILING, ASSIGNMENT OF RENTS, AND SECURITY AGREEMENT (the “Deed of Trust”) is made on November 1, 2010 by POINT.360, a California corporation (“Trustor”), whose address is 2777 North Ontario Street, Burbank, CA 91504, in favor of CHICAGO TITLE COMPANY (“Trustee”), for the benefit of TROYGOULD PC, a California professional corporation (“Beneficiary”), whose principal office is located at 1801 Century Park East, Suite 1600, Los Angeles, CA 90067.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • June 22nd, 2007 • New 360 • Services-allied to motion picture production
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “First Amendment”) is entered into June 22, 2007, by and among DG FastChannel, Inc., a Delaware corporation (the “Purchaser”), POINT.360, a California corporation (the “Company”), and New 360, a California corporation and a wholly-owned subsidiary of the Company (the “PPB Sub”), for the purpose of amending the Agreement and Plan of Merger and Reorganization, dated as of April 16, 2007, by and among the Purchaser, the Company and the PPB Sub (the “Merger Agreement”). All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement.
