EXHIBIT 10.6 CONSULTING AGREEMENT 1. Identification -------------- This Consulting Agreement (the "Agreement"), dated as of March 10, 1997, is entered into by and between Four Media Company, a Delaware corporation ("Company"), and Darrell A. Anderson,...Consulting Agreement • March 25th, 1997 • Four Media Co • Services-allied to motion picture production • California
EXHIBIT 99.3 VOTING AGREEMENTVoting Agreement • December 7th, 1999 • Four Media Co • Services-allied to motion picture production • Delaware
EXHIBIT 99.4 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 21st, 1999 • Four Media Co • Services-allied to motion picture production • Delaware
BY AND BETWEENEmployment Agreement • March 25th, 1997 • Four Media Co • Services-allied to motion picture production • California
SECTION 2. PURCHASE, SALE AND ISSUANCE OF COMMON STOCK AND WARRANT............................................ 2 SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................................................... 3 3.1. Corporate ...Securities Purchase Agreement • January 21st, 1999 • Four Media Co • Services-allied to motion picture production • Delaware
EXHIBIT 10.27 PURCHASE AND SALE AGREEMENT --------------------------- AND ESCROW INSTRUCTIONS -----------------------Purchase and Sale Agreement • October 8th, 1996 • Four Media Co • California
AGREEMENTAgreement • December 27th, 1996 • Four Media Co • Services-allied to motion picture production • New York
DATED 25 MAY 1999 ------------------------------------------------------------- ------------------- SHARE PURCHASE AGREEMENT CARLTON COMMUNICATIONS Plc (1)Share Purchase Agreement • June 7th, 1999 • Four Media Co • Services-allied to motion picture production
BETWEEN TVP GROUP PLC ANDService Agreement • May 14th, 1999 • Four Media Co • Services-allied to motion picture production • England and Wales
COMMON STOCK (PAR VALUE $.01 PER SHARE)Underwriting Agreement • February 4th, 1997 • Four Media Co • Services-allied to motion picture production • New York
AMONGCredit Agreement • March 17th, 1998 • Four Media Co • Services-allied to motion picture production • New York
EXHIBIT 99.3 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 21st, 1999 • Four Media Co • Services-allied to motion picture production • New York
EXHIBIT 2.1 ----------- ASSET PURCHASE AGREEMENT by and among FOUR MEDIA COMPANY, a Delaware corporation; 4MC ROSS ACQUISITION CO. a Delaware corporation; ROSS DIGITAL SOUND & PICTURE, INC., a California corporation; MICHAEL JOHN ROSS;Asset Purchase Agreement • July 7th, 1999 • Four Media Co • Services-allied to motion picture production • California
FOUR MEDIA COMPANY 1997 AMENDED AND RESTATED DIRECTOR STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • February 4th, 1997 • Four Media Co • Services-allied to motion picture production • Delaware
Clause Heading Page No. ------ ------- -------- 1. Interpretation 1 2. Covenant to pay 3 3. Security 3 4. Representations and Warranties 6 5. Covenants by the Borrower 7 6. Further Assurance 13 7. Powers of the Bank 13 8. Appointment and Powers of...Four Media Co • October 8th, 1996
EXHIBIT 10.5 CONSULTING AGREEMENT 1. Identification -------------- This Consulting Agreement (the "Agreement") is made and entered into as of February 2, 1998 by and between Four Media Company, a Delaware corporation, ("4MC"), and Sandra Hay ("Hay")....Consulting Agreement • February 17th, 1998 • Four Media Co • Services-allied to motion picture production • California
INTRODUCTIONEmployment Agreement • June 10th, 1999 • Four Media Co • Services-allied to motion picture production • California
FOUR MEDIA COMPANYFour Media Co • October 8th, 1996
W I T N E S S E T H: - - - - - - - - - -Stockholders' Agreement • March 17th, 1998 • Four Media Co • Services-allied to motion picture production • New York
AGREEMENT for the sale and purchase of the share capital of TVP Group Plc l-g 190 Strand London WC2R 1JN Tel: 0171 379 0000 Fax: 0171 379 6854 Ref: TJCFour Media Co • May 14th, 1999 • Services-allied to motion picture production • England
AGREEMENTAgreement • October 8th, 1996 • Four Media Co
Page ---- PREFERRED STOCK PURCHASE AGREEMENT dated February 5, 1998 between FOUR MEDIA COMPANY and FLEMING US DISCOVERY FUND III, L.P.Preferred Stock Purchase Agreement • March 17th, 1998 • Four Media Co • Services-allied to motion picture production • New York
INTRODUCTIONEmployment Agreement • June 10th, 1999 • Four Media Co • Services-allied to motion picture production • California
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED DEED OF ASSIGNMENTFour Media Co • October 8th, 1996
EXHIBIT 10.3 AMENDED AND RESTATED INDEMNITY AGREEMENT This Amended and Restated Indemnity Agreement (the "Agreement), dated as of March 25, 1997, is entered into between Four Media Company, a Delaware corporation (the "Corporation"), and...Indemnity Agreement • November 3rd, 1997 • Four Media Co • Services-allied to motion picture production • Delaware
INTRODUCTION ------------Employment Agreement • October 5th, 1998 • Four Media Co • Services-allied to motion picture production • California
EXHIBIT 99.7 VOTING AGREEMENTVoting Agreement • January 21st, 1999 • Four Media Co • Services-allied to motion picture production
EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 7th, 1999 • Four Media Co • Services-allied to motion picture production • Delaware
AGREEMENT ---------Agreement • March 25th, 1997 • Four Media Co • Services-allied to motion picture production • California
EXHIBIT 10.56 ORIGINATION, UPLINK AND POST-PRODUCTION SERVICES AGREEMENT BETWEEN 4MC-BURBANK, INC.Four Media Co • November 1st, 1999 • Services-allied to motion picture production • California
INTRODUCTION ------------Employment Agreement • October 5th, 1998 • Four Media Co • Services-allied to motion picture production • California
EXHIBIT 10.2 AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONSAgreement of Purchase and Sale • October 5th, 1998 • Four Media Co • Services-allied to motion picture production • California
EXHIBIT 99.6 VOTING AGREEMENTExhibit 99 • January 21st, 1999 • Four Media Co • Services-allied to motion picture production
INTRODUCTION ------------Employment Agreement • February 4th, 1997 • Four Media Co • Services-allied to motion picture production • California
FOUR MEDIA COMPANY and Shareholders TABLE OF CONTENTS Page(s) ------- 1. Certain Definitions 1 2. Purchase and Sale of Shares 8 2.1. Sale of Stock 8 2.2. Purchase Price and Payment for Stock 8 3. Representations and Warranties 9 3.1. Organization 9...Stock Purchase Agreement • February 17th, 1998 • Four Media Co • Services-allied to motion picture production • California
