December 23, 1999 Bain Capital, Inc. Two Copley Place Boston, Massachusetts 02116 V.D.I. MultiMedia, Inc. ----------------------- Senior Secured Credit Facilities and ------------------------------------ Senior Subordinated Facility Commitment Letter...Vdi Multimedia • January 26th, 2000 • Services-motion picture & video tape production
EXHIBIT 10.2 CREDIT AGREEMENTCredit Agreement • March 16th, 2004 • Point 360 • Services-allied to motion picture production • California
Exhibit D(3) EMPLOYMENT AGREEMENT --------------------Employment Agreement • January 26th, 2000 • Vdi Multimedia • Services-motion picture & video tape production • California
Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (this AGREEMENT), dated as of October 2, 2002, is entered into by and between Point.360, a California corporation (the COMPANY), and R. Luke Stefanko (the CONSULTANT). WHEREAS, the Consultant...Consulting Agreement • October 15th, 2002 • Point 360 • Services-allied to motion picture production • California
WARRANTPoint 360 • July 15th, 2002 • Services-allied to motion picture production • California
RECITALSCredit Agreement • November 14th, 2002 • Point 360 • Services-allied to motion picture production • California
RECITALS:Option Agreement • January 8th, 2003 • Point 360 • Services-allied to motion picture production • Ontario
BETWEEN POINT.360 ANDRights Agreement • December 30th, 2004 • Point 360 • Services-allied to motion picture production • California
JOINT FILING AGREEMENT ----------------------Joint Filing Agreement • January 4th, 2006 • Point 360 • Services-allied to motion picture production
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of November 9, 2005, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of POINT.360, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
Exhibit 10.3 SEVERANCE AGREEMENT THIS AGREEMENT, dated September 30, 2003, is made by and between Point.360 (the "Company") and Alan R. Steel (the "Executive"). WHEREAS, the Company considers it essential to the best interests of its stockholders to...Severance Agreement • November 13th, 2003 • Point 360 • Services-allied to motion picture production • California
EXHIBIT 10.2 LEASE AGREEMENTLease Agreement • March 30th, 2006 • Point 360 • Services-allied to motion picture production
EXHIBIT 10.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2004 • Point 360 • Services-allied to motion picture production • California
R E C I T A L SAsset Purchase Agreement • June 29th, 1998 • Vdi Media • Services-motion picture & video tape production • California
POINT.360 NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 26th, 2005 • Point 360 • Services-allied to motion picture production
EXHIBIT 10 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 14th, 2000 • Vdi Multimedia • Services-motion picture & video tape production • California
RECITALSCredit Agreement • August 20th, 2004 • Point 360 • Services-allied to motion picture production • California
POINT.360 NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 8th, 2002 • Point 360 • Services-allied to motion picture production
STOCK PURCHASE AGREEMENT BETWEEN VDI MEDIA, as Buyer AND BERNARD J. CARR AND HELEN G. CARR, as trustees under the CARR FAMILY TRUST DATED DECEMBER 14, 1972, AND CARR MULTIMEDIA CO., LP, as Seller AND BERNARD J. CARR, as guarantorStock Purchase Agreement • August 14th, 1997 • Vdi Media • Services-motion picture & video tape production • California
EXHIBIT 4.1 RIGHTS AGREEMENT DATED AS OF NOVEMBER 17, 2004Rights Agreement • November 17th, 2004 • Point 360 • Services-allied to motion picture production • California
EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is entered into by and between VDI MultiMedia, a California corporation (the "Company"), and Alan R. Steel (the "Executive"), as of November 3, 2000. I. RECITAL....Employment Agreement • April 11th, 2001 • Vdi Multimedia • Services-allied to motion picture production • California
BETWEENSecurities Purchase Agreement • December 27th, 2006 • Point 360 • Services-allied to motion picture production • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT --------------------------------------------------------------- AND --- WAIVER ------Credit Agreement • April 11th, 2001 • Vdi Multimedia • Services-allied to motion picture production • California
EXHIBIT 10.5 BUSINESS LOAN AGREEMENT This Business Loan Agreement (this "Agreement") is entered into as of the date set forth below between Union Bank ("Bank") and the undersigned ("Borrower") with respect to each and every extension of credit...Business Loan Agreement • December 31st, 1996 • Vdi Media • Services-motion picture & video tape production • California
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 2002 • Point 360 • Services-allied to motion picture production • California
Exhibit 10.3 NONCOMPETITION AGREEMENT THIS AGREEMENT, effective as of October 2, 2002, is by and between Point.360, a California corporation (the COMPANY), and R. Luke Stefanko (LUKE). WHEREAS, Luke has entered into a Resignation and General Release...Noncompetition Agreement • October 15th, 2002 • Point 360 • Services-allied to motion picture production • California
EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into this 31st day of August, 1996, by and between VDI Media, a California corporation ("VDI"), and Eric Bershon ("Employee"). Whereas, VDI desires to assure that VDI retains the...Employment Agreement • December 31st, 1996 • Vdi Media • Services-motion picture & video tape production
andAsset Purchase Agreement • April 11th, 2001 • Vdi Multimedia • Services-allied to motion picture production • California
EXHIBIT D(2) SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of December 24, 1999, between VMM Merger Corp., a Delaware corporation (the "Merger Sub") and the Shareholders named on Exhibit A hereto (each a "Shareholder")....Shareholders Agreement • January 26th, 2000 • Vdi Multimedia • Services-motion picture & video tape production • California
RECITALS --------Credit Agreement • August 14th, 2001 • Point 360 • Services-allied to motion picture production • California
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 2nd, 1998 • Vdi Media • Services-motion picture & video tape production • California
and - POINT.360Share Purchase Agreement • January 8th, 2003 • Point 360 • Services-allied to motion picture production • Ontario
EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is entered into by and between VDI MultiMedia, a California corporation (the "Company"), and Neil Nguyen (the "Executive"), as of January 20, 2001. I. RECITAL....Employment Agreement • April 11th, 2001 • Vdi Multimedia • Services-allied to motion picture production • California
EXHIBIT 10.2 MASTER SECURITY AGREEMENT dated as of December 30, 2005 ("Agreement") THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and Point.360 ("Debtor"). Secured...Master Security Agreement • January 3rd, 2006 • Point 360 • Services-allied to motion picture production
RECITALSCredit Agreement • July 1st, 2004 • Point 360 • Services-allied to motion picture production • California
Exhibit 10.1 RESIGNATION AND GENERAL RELEASE AGREEMENT This Resignation and General Release Agreement (AGREEMENT), is dated as of this 2nd day of October, 2002 by and between R. Luke Stefanko, an individual (LUKE), and Point.360, a California...Resignation and General Release Agreement • October 15th, 2002 • Point 360 • Services-allied to motion picture production • California
