0001213900-09-002703 Sample Contracts

LOAN & SECURITY AGREEMENT
Loan & Security Agreement • October 2nd, 2009 • National Lampoon Inc • Services-motion picture & video tape production • California

THIS LOAN & SECURITY AGREEMENT (as amended, restated or otherwise modified from time to time, the "Security Agreement") is entered into as of the 7th day of November, 2008, among 301 PRODUCTIONS, INC., a California corporation (the "Grantor"), NATIONAL LAMPOON, INC., a California corporation ("NL"), and the ALFRED J. FERRO TRUST (referred to as the "Secured Party"). The Grantors and the Secured Party are sometimes referred to herein collectively as the "Parties" and each individually as a "Party".

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NOTICE OF SECURITY INTEREST IN AND COLLATERAL ASSIGNMENT OF COPYRIGHTS
Security Agreement • October 2nd, 2009 • National Lampoon Inc • Services-motion picture & video tape production

NOTICE IS HEREBY GIVEN that 301 PRODUCTIONS, INC., a California corporation, (the "Grantor") with office located at 8228 Sunset Boulevard, 3rd Floor, Los Angeles, California 90046, and VS INVESTMENT B, LLC ("Secured Party") with an address at 1829 N. Orleans St., Chicago, IL 60614have entered into a Security Agreement dated as of November 7, 2008 (the "Security Agreement"-).

PROFIT PARTICIPATION AGREEMENT
Profit Participation Agreement • October 2nd, 2009 • National Lampoon Inc • Services-motion picture & video tape production • California

THIS PROFIT PARTICIPATION AGREEMENT (as amended, restated or otherwise modified from time to time, the "Participation Agreement") is entered into as of the 7th day of November, 2008, by and among 301 PRODUCTIONS, INC., a California corporation (the "Grantor"). VS INVESTMENT B, LLC (referred to as the "Grantee"), and National Lampoon, Inc. ("NL"). The Grantor, Grantee and NL are sometimes referred to herein collectively as the "Parties" and each individually as a "Party".

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