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”).
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”).
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.
