0001144204-11-019794 Sample Contracts

AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 1st, 2011 • Image Metrics, Inc. • Wholesale-electronic parts & equipment, nec • California

THIS AMENDED AND RESTATED LOAN AGREEMENT made as of the 22nd day of December, 2010 by and between IMAGE METRICS, INC., a Nevada corporation with an address and principal place of business at 1918 Main Street, 2nd Floor, Santa Monica, California 90495 (the “Borrower”), IMAGE METRICS, LTD., a company incorporated and registered in England and Wales with number 4098216 whose registered office is at 2nd Floor, Park Gate, 25 Milton Park, Oxford, OX14 4SH (the “Guarantor”) and the lenders identified on Exhibit A (each a "Lender" and, collectively, the “Lenders”).

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FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 1st, 2011 • Image Metrics, Inc. • Wholesale-electronic parts & equipment, nec

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT made as of the 28th day of March, 2011 ("First Amendment") by and between IMAGE METRICS, INC., a Nevada corporation with an address and principal place of business at 1918 Main Street, 2nd Floor, Santa Monica, California 90945 (the "Borrower"), IMAGE METRICS, LTD., a company incorporated and registered in England and Wales with number 4098216 whose registered office is at 2nd Floor, Park Gate, 25 Milton Park, Oxford, OX14 4SH (the "Guarantor") and the lenders identified on Exhibit A (each a "Lender" and, collectively, the "Lenders").

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