Four Media Co Sample Contracts

Four Media Co – VOTING AGREEMENT (December 7th, 1999)

EXHIBIT 99.2 -------------------------------------------------------------------------------- VOTING AGREEMENT by and among FOUR MEDIA COMPANY, THE STOCKHOLDERS (as defined herein) and LIBERTY MEDIA CORPORATION dated as of December 6, 1999 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- ARTICLE I. Section 1.1.

Four Media Co – AGREEMENT AND PLAN OF MERGER (December 7th, 1999)

EXHIBIT 99.1 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER among AT&T CORP., D-GROUP MERGER CORP., LIBERTY MEDIA CORPORATION and FOUR MEDIA COMPANY Dated as of December 6, 1999 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND CONSTRUCTION...........

Four Media Co – VOTING AGREEMENT (December 7th, 1999)

EXHIBIT 99.3 ================================================================================ VOTING AGREEMENT by and among FOUR MEDIA COMPANY, TECHNICAL SERVICES PARTNERS, L.P. and LIBERTY MEDIA CORPORATION dated as of December 6, 1999 ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE I.

Four Media Co – ORIGINATION, UPLINK AND POST-PRODUCTION SERVICES AGREEMENT (November 1st, 1999)

EXHIBIT 10.56 ORIGINATION, UPLINK AND POST-PRODUCTION SERVICES AGREEMENT BETWEEN 4MC-BURBANK, INC. AND TVN ENTERTAINMENT CORPORATION TABLE OF CONTENTS Page ---- 1. Identification.................................................................................... 1 2. Recitals.......................................................................................... 1 3. Payment of Outstanding 1999 Arrearages and Delivery

Four Media Co – LIBERTY MEDIA SIGNS LETTER OF INTENT TO ACQUIRE (November 1st, 1999)

EXHIBIT 99.1 [LOGO OF FOUR MEDIA COMPANY] FOR IMMEDIATE RELEASE --------------------- LIBERTY MEDIA SIGNS LETTER OF INTENT TO ACQUIRE 100% OF FOUR MEDIA COMPANY Burbank, California, November 1, 1999 - Four Media Company (Nasdaq: FOUR) today announced that it has entered into a letter of intent to sell 100% of its issued and outstanding common stock to Liberty Media Corporation (NYSE: LMG.A). As contemplated by the letter of intent, one hundred percent (100%) of Four Media's issued and outstanding stock will be acquired in exchange for approximately 6.35 million shares of Class A Liberty Media Group Stock, par value $1.00 ("LMG.A Share(s)"). One LMG.A Share will be issued for each 3.1 shares of Four Media common stock outstanding. Warburg, Pincus Equity Partners, L.P., Fleming Asset Management USA and Robert T. Walston, collectively holders

Four Media Co – SERVICES AGREEMENT (November 1st, 1999)

Exhibit 10.57 SERVICES AGREEMENT ------------------ 1. Identification -------------- This Services Agreement (the "Agreement") is entered into as of October 19, 1999 by and between Four Media Company Asia Pte Ltd. ("4MCA") and MTV Asia LDC ("MTVA"). 2. Recitals -------- 2.1 Pursuant to the terms of an Agreement dated as of February 13, 1995 between 4MCA and MTVA (the "Original Agreement"), 4MCA has been providing various services, including without limitation, production, studio and control room, online and offline editing, audio mixing, graphic, subtitling, duplication, standards conversion, origination and videotape library services, on the fourth floor and certain other space at 4MCA's facilities at 30 Choon Guan Street, City South Exchange Building, Singapore (the "Building"). 2.2 Although the term of the Original A

Four Media Co – ASSET PURCHASE AGREEMENT (July 7th, 1999)

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; -and- NANCY ELAINE ROSS TABLE OF CONTENTS Page ---- 1. Certain Definitions

Four Media Co – EMPLOYMENT AGREEMENT (June 10th, 1999)

EXHIBIT 10.6 EMPLOYMENT AGREEMENT This agreement (the "Agreement") shall be deemed dated as of January 1, 1999, and is entered into by and between Four Media Company, a Delaware corporation (the "Company"), and Gavin W. Schutz ("Executive"). INTRODUCTION A. The Company and its operating subsidiaries ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. B. The Company has executed a stock purchase agreement dated January 18, 1999 pursuant to which the Company has agreed to issue and an investor has agreed to purchase 6,582,607 shares of the Company's common stock (the "Stock Purchase Agreement"). C. The Company and Executive are both parties to that certain employment contract dated October 1, 1996 (the "Original Agreement" a copy of which is attached as Exh

Four Media Co – EMPLOYMENT AGREEMENT (June 10th, 1999)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This agreement (the "Agreement") shall be deemed dated as of January 1, 1999, and is entered into by and between Four Media Company, a Delaware corporation (the "Company"), and John H. Donlon ("Executive"). INTRODUCTION A. The Company and its operating subsidiaries ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. B. The Company has executed a stock purchase agreement dated January 18, 1999 pursuant to which the Company has agreed to issue and an investor has agreed to purchase 6,582,607 shares of the Company's common stock (the "Stock Purchase Agreement"). C. The Company and Executive are both parties to that certain employment contract dated October 1, 1996 (the "Original Agreement" a copy of which is attached hereto

Four Media Co – FIRST AMENDMENT TO (June 10th, 1999)

EXHIBIT 10.1 FIRST AMENDMENT TO FOUR MEDIA COMPANY 1997 STOCK PLAN THIS FIRST AMENDMENT TO FOUR MEDIA COMPANY 1997 STOCK PLAN, dated as of January 18, 1999, is made and adopted by FOUR MEDIA COMPANY, a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the 1997 Stock Plan, as amended (as defined below). RECITALS WHEREAS, the Company maintains the Four Media Company 1997 Stock Plan (as amended, the "1997 Stock Plan"); WHEREAS, the Company desires to amend the 1997 Stock Plan to, among other things, increase the number of shares of common stock of the Company subject thereto; WHEREAS, this First Amendment was adopted by the Board of Directors of the Company on January 17, 1999; and WHEREAS, this First Am

Four Media Co – EMPLOYMENT AGREEMENT (June 10th, 1999)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT This agreement (the "Agreement") shall be deemed dated as of January 1, 1999, and is entered into by and between Four Media Company, a Delaware corporation (the "Company"), and Jeffrey J. Marcketta ("Executive"). INTRODUCTION A. The Company and its operating subsidiaries ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. The Company desires to employ Executive, and Executive desires to accept such employment, under the terms and conditions set forth herein. B. The term "Stock Purchase Agreement" shall mean that certain stock purchase agreement dated January 18, 1999 pursuant to which the Company has agreed to sell and an investor has agreed to purchase 6,582,607 shares of the Company's common stock. NOW, THEREFORE, in co

Four Media Co – EMPLOYMENT AGREEMENT (June 10th, 1999)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This agreement (the "Agreement") shall be deemed dated as of February 1, 1999, and is entered into by and between Four Media Company, a Delaware corporation (the "Company"), and Christopher Phillips ("Executive"). INTRODUCTION A. The Company and its operating subsidiaries ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. B. The Executive and Company desire to enter into an employment agreement upon the terms set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I

Four Media Co – EMPLOYMENT AGREEMENT (June 10th, 1999)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT This agreement (the "Agreement") shall be deemed dated as of January 1, 1999, and is entered into by and between Four Media Company, a Delaware corporation (the "Company"), and Robert T. Walston ("Executive"). INTRODUCTION A. The Company and its operating subsidiaries ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. B. The Company has executed a stock purchase agreement dated January 18, 1999 pursuant to which the Company has agreed to issue and an investor has agreed to purchase 6,582,607 shares of the Company's common stock (the "Stock Purchase Agreement"). C. The Company and Executive are both parties to that certain employment contract dated October 1, 1996 (the "Original Agreement") a copy of which is attached hereto

Four Media Co – EMPLOYMENT AGREEMENT (June 10th, 1999)

EXHIBIT 10.7 EMPLOYMENT AGREEMENT This agreement (the "Agreement") shall be deemed dated as of January 1, 1999, and is entered into by and between Four Media Company, a Delaware corporation (the "Company"), and Robert Bailey ("Executive"). INTRODUCTION A. The Company and its operating subsidiaries ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. B. The Company has executed a stock purchase agreement dated January 18, 1999 pursuant to which the Company has agreed to issue and an investor has agreed to purchase 6,582,607 shares of the Company's common stock (the "Stock Purchase Agreement"). C. The Company and Executive are both parties to that certain employment contract dated October 1, 1996 (the "Original Agreement") a copy of which is attached hereto

Four Media Co – DEMAND PROMISSORY NOTE (June 10th, 1999)

EXHIBIT 10.8 DEMAND PROMISSORY NOTE $2,000,000.00 April 8, 1999 FOR VALUE RECEIVED, the undersigned, Robert T. Walston, (the "Maker") promises to pay to Four Media Company, a Delaware corporation ("Lender") or order, the principal unsecured amount of Two Million Dollars ($2,000,000.00), with interest from the date hereof on the unpaid principal balance hereunder at the rate of four and fifty-nine one-hundredths percent (4.59%) per annum, compounded semi-annually, (the "Interest Rate") (on the basis of a 365-day year and the actual number of days elapsed). Except as set forth herein, the outstanding balance of this Note, if any, and any accrued interest thereon, shall be repaid no later than the date of 30 days following the date of the fifth anniversary of the date hereof. Each payment under this Note shall first be credited a

Four Media Co – SHARE PURCHASE AGREEMENT (June 7th, 1999)

EXHIBIT 2.1 DATED 25 MAY 1999 -------------------------------------------------------------------------------- SHARE PURCHASE AGREEMENT CARLTON COMMUNICATIONS Plc (1) TVP GROUP PLC (2) LAWRENCE GRAHAM 190 Strand London WC2R 1JN Tel: 0171-379 0000 Fax: 0171-379 6854 Ref.: TJC/958313.06 CONTENTS -------- No. Heading Page --- ------- ----

Four Media Co – Company Press Release (May 14th, 1999)

Friday April 30, 8:01 am Eastern Time Company Press Release SOURCE: Four Media Company Four Media Company Completes Acquisition of TVP Group Plc - Expands Geographic Reach to Strategic UK Market - - Broadens Client Base and Increases Service Capabilities BURBANK, Calif., April 30/PRNewswire/ -- Four Media Company (Nasdaq: FOUR - ---- news) today announced that it has acquired all of the outstanding shares of TVP Group Plc ("TVP"), a London-based provider of technical and creative services to the entertainment industry, including U.K. and European media companies and the international operations of the U.S. major motion picture and television studios. The purchase price consists of approximately $10.0 million in cash, including the repayment of debt, plus an additional amount of up to $800,000 in the form of a contingent payment based upon, among other things, operating results achieved for the twelve mo

Four Media Co – AGREEMENT (May 14th, 1999)

Exhibit 2.1 DATED 29th April 1999 -------------------------------------------------------------------------------- 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 2 Ref: TJC DATED: 29th April 99 PARTIES: 1. "Vendors": the persons whose names and addresses are set out in Column 1 of ------

Four Media Co – REGISTRATION RIGHTS AGREEMENT (April 23rd, 1999)

EXHIBIT 99.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of April 8, 1999, among the investors listed on Schedule I hereto (collectively, the "Investor") and Four Media Company, a Delaware corporation (the "Company"). R E C I T A L S --------------- WHEREAS, the Investor has, pursuant to the terms of three separate Stock Purchase Agreements, each dated as of January 18, 1999, by and between (i) the Company and the Investor, (ii) Technical Services Partners, L.P. ("TSP") and the Investor and (iii) certain of the Company's current stockholders and the Investor (collectively, the "Purchase Agreements"), agreed to purchase a total of 10,200,000 shares (the "Shares") of common stock, par value $0.01 per share, of the Company (the "Common Stock") and a Warrant to purchase an addition

Four Media Co – REGISTRATION RIGHTS AGREEMENT (April 23rd, 1999)

EXHIBIT 99.9 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of April 8, 1999, among the investors listed on Schedule I hereto (collectively, the "Investor") and Four Media Company, a Delaware corporation (the "Company"). R E C I T A L S --------------- WHEREAS, the Investor has, pursuant to the terms of a Preferred Stock Conversion and Stockholders Agreement (the "Conversion Agreement"), converted certain outstanding shares of Series A Convertible Preferred Stock of the Company into 2,250,000 shares of common stock, par value $.01 per share ("Common Stock") of the Company (the "Shares"); and WHEREAS, in connection with the original purchase of the Preferred Stock, the Investor and the Company entered into the Registration Rights Agreement, dated as of February 27, 1998 (

Four Media Co – CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY (April 23rd, 1999)

EXHIBIT 99.2 WARRANT THE SECURITIES (THE "SECURITIES") EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (INDIVIDUALLY AND COLLECTIVELY, A "TRANSFER") THE SECURITIES EVIDENCED HEREBY, EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH

Four Media Co – PREFERRED STOCK CONVERSION AND STOCKHOLDERS AGREEMENT (January 21st, 1999)

EXHIBIT 99.5 PREFERRED STOCK CONVERSION AND STOCKHOLDERS AGREEMENT THIS PREFERRED STOCK CONVERSION AND STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of this ___ day of January, 1999, by and among --------- (i) Four Media Company, a Delaware corporation (the "Company"), (ii) Warburg, ------- Pincus Equity Partners, L.P., a Delaware limited partnership, Warburg, Pincus Netherlands Equity Partners I, C.V., a Dutch limited partnership, Warburg, Pincus Netherlands Equity Partners II, C.V., a Dutch limited partnership, and Warburg, Pincus Netherlands Equity Partners III, C.V., a Dutch limited partnership (each a "Buyer" and, collectively, the "Buyers"), and (iii) Fleming ----- ------

Four Media Co – STOCK PURCHASE AGREEMENT (January 21st, 1999)

EXHIBIT 99.3 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT among WARBURG, PINCUS EQUITY PARTNERS, L.P., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. and TECHNICAL SERVICES PARTNERS, L.P. January 18, 1999 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS

Four Media Co – SECURITIES PURCHASE AGREEMENT (January 21st, 1999)

EXHIBIT 99.2 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT among WARBURG, PINCUS EQUITY PARTNERS, L.P., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. and FOUR MEDIA COMPANY January 18, 1999 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS

Four Media Co – VOTING AGREEMENT (January 21st, 1999)

EXHIBIT 99.6 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- VOTING AGREEMENT by and among FLEMING US DISCOVERY FUND III, L.P., FLEMING US DISCOVERY OFFSHORE FUND III, L.P., WARBURG, PINCUS EQUITY PARTNERS, L.P., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V. and WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. dated as of January 18, 1999 -------------------------------------------------------------------------------- ------------------------------------------------

Four Media Co – VOTING AGREEMENT (January 21st, 1999)

EXHIBIT 99.7 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- VOTING AGREEMENT by and among ROBERT T. WALSTON TECHNICAL SERVICES PARTNERS, L.P., WARBURG, PINCUS EQUITY PARTNERS, L.P., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V. and WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. dated as of January 18, 1999 -------------------------------------------------------------------------------- -------------------------------------------------------

Four Media Co – VOTING AND OPTION AGREEMENT (January 21st, 1999)

EXHIBIT 99.8 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- VOTING AND OPTION AGREEMENT by and among TECHNICAL SERVICES PARTNERS, L.P., WARBURG, PINCUS EQUITY PARTNERS, L.P., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V. and WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. dated as of January 18, 1999 -------------------------------------------------------------------------------- --------------------------------------------------------------------------------

Four Media Co – STOCK PURCHASE AGREEMENT (January 21st, 1999)

EXHIBIT 99.4 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT among WARBURG, PINCUS EQUITY PARTNERS, L.P., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V., WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. and JOHN H. DONLON GAVIN W. SCHUTZ, ROBERT BAILEY AND THE ESTATE OF JOHN H. SABIN January 18, 1999 -------------------------------------------------------------------------------- --------------

Four Media Co – EMPLOYMENT AGREEMENT (October 5th, 1998)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT -------------------- This Agreement, dated as of September 18, 1998, is entered into by and between Four Media Company, a Delaware corporation (the "Company"), and Lawrence Chernoff ("Executive"). INTRODUCTION ------------ The Company and its operating subsidiaries ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. The Company desires to employ Executive, and Executive desires to accept such employment, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agre

Four Media Co – EMPLOYMENT AGREEMENT (October 5th, 1998)

EXHIBIT 10.6 EMPLOYMENT AGREEMENT -------------------- This Agreement, dated as of September 18, 1998, is entered into by and between MSCL, Inc., a California corporation (the "Company"), and John Stephen McCoy ("Executive"). INTRODUCTION ------------ The Company and its affiliates ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. The Company desires to employ Executive, and Executive desires to accept such employment, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Four Media Co – EMPLOYMENT AGREEMENT (October 5th, 1998)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT -------------------- This Agreement, dated as of September 18, 1998, is entered into by and between MSCL, Inc., a California corporation (the "Company"), and Charles Chubak ("Executive"). INTRODUCTION ------------ The Company and its affiliates ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. The Company desires to employ Executive, and Executive desires to accept such employment, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Four Media Co – STOCK PURCHASE AGREEMENT (October 5th, 1998)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT BY AND AMONG FOUR MEDIA COMPANY, MSCL, INC. AND THE INDIVIDUALS NAMED HEREIN TABLE OF CONTENTS ----------------- 1. DEFINITIONS........................................................................................1 2. PURCHASE AND SALE OF STOCK.........................................................................8 2.1 Sale of Stock..............................................................................8 2.2 Purchase Price and Payment for Stock.............................................

Four Media Co – EMPLOYMENT AGREEMENT (October 5th, 1998)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT -------------------- This Agreement, dated as of September 18, 1998, is entered into by and between Four Media Company, a Delaware corporation (the "Company"), and Robert Solomon ("Executive"). INTRODUCTION ------------ The Company and its operating subsidiaries ("Affiliates") are engaged in the business of providing technical and creative services to the entertainment industry. The Company desires to employ Executive, and Executive desires to accept such employment, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the rece

Four Media Co – AGREEMENT OF PURCHASE AND SALE (October 5th, 1998)

EXHIBIT 10.2 AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS between JOHN S. MCCOY and ELAINE L. MCCOY, Trustees of the McCoy Family Trust dated November 11, 1991; LARRY E. CHERNOFF and DEBORAH H. CHERNOFF, Trustees of the Chernoff Family Trust dated October 31, 1991; CHARLES H. CHUBAK and PATRICIA A. CHUBAK, Trustees of the Chubak Family Trust dated January 10, 1992; and ROBERT SOLOMON and PAMELA SOLOMON, Trustees of the Solomon Family Trust dated January 23, 1997; collectively, as Seller, and

Four Media Co – REGISTRATION RIGHTS AGREEMENT (July 29th, 1998)

EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made as of the 4th day of May, 1998 (the "Agreement") between Four Media Company, a Delaware corporation ("4MC"), and Michael Herbert, an individual ("Herbert"); Greg Howard, an individual ("Howard"); Michael Flanagan, an individual ("M. Flanagan"); and Thomas Flanagan, an individual ("T. Flanagan") (collectively the "Initial Sellers"), with reference to the following facts: A. Pursuant to the Asset Purchase Agreement and Plan of Reorganization dated April 27, 1998, among Video Symphony, Inc., a California corporation ("VS"); Digital Doctors, Inc., a California corporation ("DD"); the Initial Sellers; 4MC; and VSDD Acquisition Corp., a Delaware corporation ("Acquisition") (the "Purchase Agreement"), 4MC has agreed to issue and sell to VS shares of its common stock, $.01 par value par share (the