FILM ROMAN, INC. CONVERTIBLE NOTEConvertible Note • June 2nd, 2003 • Idt Corp • Telephone communications (no radiotelephone) • Delaware
FILM ROMAN, INC., a Delaware corporation (“Borrower”), for value received, hereby promises to pay to DIGITAL PRODUCTION SOLUTIONS, INC., or to its order (together with any assignee, jointly or severally, “Holder”), the principal sum of TWO MILLION FIFTY NINE THOUSAND ONE HUNDRED TWENTY FIVE AND 87/100 DOLLARS ($2,059,125.87), or, if different, the aggregate unpaid principal amount of all loans made by Lender to Borrower pursuant to and under the Loan Agreement (the “Loan Agreement”), dated as of the date hereof between Borrower and Holder, on the date of termination of the Loan Agreement or on the date the amounts hereunder otherwise become due and payable in accordance with the terms of such Agreement, together with interest upon any net balance outstanding at the close of each day at the rate specified below, which shall, subject to the other terms and conditions hereof, be due and payable on May 22, 2008 (the “Maturity Date”), unless earlier converted into shares of capital stock of
LOAN AGREEMENTLoan Agreement • June 2nd, 2003 • Idt Corp • Telephone communications (no radiotelephone) • Delaware
This LOAN AGREEMENT (the “Agreement”) is entered into as of May 22, 2003 by and between Digital Production Solutions, Inc., a Delaware corporation (“Lender”), and Film Roman, Inc., a Delaware corporation ( “Borrower”).
STOCK PURCHASE AGREEMENT by and between DIGITAL PRODUCTION SOLUTIONS, INC. and FILM ROMAN, INC. Dated as of MAY 22, 2003Stock Purchase Agreement • June 2nd, 2003 • Idt Corp • Telephone communications (no radiotelephone) • Delaware
STOCK PURCHASE AGREEMENT entered into as of May 22, 2003 by and between Digital Production Solutions, Inc., a Delaware corporation (“Buyer”), and Film Roman, Inc., a Delaware corporation (the “Company”).
Joint Filing AgreementJoint Filing Agreement • June 2nd, 2003 • Idt Corp • Telephone communications (no radiotelephone)
Each of the undersigned hereby agrees that the Schedule 13D filed herewith is filed jointly on behalf of each of them pursuant to rule 13d-1(k) under the Act.
