PCI MEDIA, INC. UNDERWRITING AGREEMENT [●] UnitsUnderwriting Agreement • May 13th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • New York
PCI Media, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] units (the “Firm Units”), each unit consisting of one authorized but unissued share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant to purchase one authorized but unissued share of Common Stock, on the terms as described in the Final Prospectus, as defined below (each, a “Warrant” and collectively, the “Warrants”). The Company has granted the Underwriters the option to purchase an aggregate of up to [●] additional units (the “Option Units”) as may be necessary to cover over-allotments made in connection with the offering (the Firm Units and the Option Units are herein collectively called the “Units”).
WARRANT AGREEMENTWarrant Agreement • May 13th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • Delaware
THIS WARRANT AGREEMENT (“Warrant Agreement”), dated as of , 2019, by and between PCI MEDIA, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a [state] trust company (the “Warrant Agent”).
CONTRIBUTION AGREEMENT BY AND AMONG PCI MEDIA, INC., THE PARTIES LISTED ON THE SIGNATURE PAGES HERETO AND [●], [●] AND [●], AS THE FOUNDERS COMMITTEE Dated as of [ ], 2019Contribution Agreement • May 13th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [ ], 2019, is by and among PCI Media, Inc., a Delaware corporation (the “Company”), the other parties identified on the signature pages hereto (the “Contributors”), and [●], [●] and [●], as the representatives of the Contributors (the “Founders Committee”, and together with the Company and the Contributors, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 8.13.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PCI MEDIA, INC., ALL ASIA DIGITAL ENTERTAINMENT INC. AND [●], ITS SOLE STOCKHOLDER Dated as of [ ], 2019Agreement and Plan of Merger • May 13th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of [●], 2019 (this “Agreement”), is by and among All Asia Digital Entertainment Inc., a Delaware corporation (“AADE”), PCI Media, Inc., a Delaware corporation (the “Company”) and [●], the sole stockholder of AADE (the “Stockholder”, and together with AADE and the Company, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 7.14.
ENTITY] SERVICE AGREEMENTService Agreement • May 13th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production
THIS SERVICE AGREEMENT (this “Agreement”) is made and entered into as of , 2019, by and between PCI Media, Inc., a Delaware corporation (the “Company”), and , a (“Service Provider”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in that certain Stockholders’ Agreement of the Company dated , 2019 (the “Stockholders’ Agreement”).
STOCKHOLDERS’ AGREEMENT BETWEEN PCI MEDIA, INC. AND THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES HERETO Dated as of [ ], 2019Stockholders’ Agreement • May 13th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [ ], 2019, is by and between PCI Media, Inc., a Delaware corporation (the “Company”), and the Persons identified as Stockholders on the signature pages hereto (the “Stockholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PCI MEDIA, INC., PSYOP, INC., THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGES HERETO AND [●], [●] AND [●], AS THE FOUNDERS COMMITTEE Dated as of [ ], 2019Agreement and Plan of Merger • May 13th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of [●], 2019 (this “Agreement”), is by and among Psyop, Inc., a New York corporation (“Psyop”), PCI Media, Inc., a Delaware corporation (the “Company”), the shareholders of Psyop identified on the signature pages hereto (collectively, the “Shareholders”), and [●], [●] and [●], as the representatives of the Shareholders (the “Founders Committee”, and together with Psyop, the Company and the Shareholders, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings given to them in Section 8.14.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of , 2019, by and between PCI Media, Inc., a Delaware corporation (the “Company”), and (“Employee”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in that certain Stockholders’ Agreement of the Company, dated as of , 2019 (the “Stockholders’ Agreement”).
