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”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 2019 by and between PCI Media, Inc., a Delaware corporation (the “Company”), and [●], [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
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”).
STANDARD FORM OF OFFICE LEASE The Real Estate Board of New York, Inc.Office Lease • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • New York
Agreement of Lease, made as of this 1st day of October in the year 2014, between THE A.J.D. BUILDING LLC, having an address c/o The Chetrit Group LLC, 404 Fifth Avenue, 6th Floor, New York, New York 10018, party of the first part, hereinafter referred to as OWNER, and PSYOP MEDIA COMPANY, LLC, having an address at 124 Rivington Street, Ground Floor, New York, New York 10002, party of the second part, hereinafter referred to as TENANT,
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is dated April 23, 2015, and is between PSYOP MEDIA COMPANY, LLC, a Delaware limited liability company, having its chief executive office at 124 Rivington Street, New York, New York 10002 (“Borrower”), and COMMUNITY NATIONAL BANK, a national commercial bank having its chief executive office at 200 Middle Neck Road, Great Neck, New York 11021 (“Lender”).
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.
SECOND AMENDMENT TO LEASELease • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • California
This Second Amendment to Lease (“Second Amendment”) is made and entered into April 13, 2017, by and between Santa Clara, LLC, a California limited liability company (“Landlord”) and Psyop Media Company, LLC, a Delaware limited liability company (“Tenant”), successor in interest to PSYOP, Inc., a New York corporation.
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”).
WAIVER AND THIRD AMENDMENT TO LOAN DOCUMENTSLoan Documents • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • New York
This Waiver and Third Amendment to Loan Documents (this “Amendment”) is dated April 10, 2018, and is between PSYOP MEDIA COMPANY, LLC, a Delaware limited liability company, having its chief executive office at 45 Howard Street, Floor 5, New York, New York 10013 (“Borrower”) and BNB BANK, f/k/a Bridgehampton National Bank, as successor by merger to Community National Bank, a New York State chartered bank having an office at 2200 Montauk Highway, Bridgehampton, New York 11932 (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of December 7, 2018 (the “Effective Date”), is entered into by and between Psyop Productions, LLC, a Delaware limited liability company (“Psyop Productions”), Psyop Media Company, LLC a Delaware limited liability company (“Psyop Media” and, together with Psyop Productions, the “Company”) and Hunt Ramsbottom (the “Executive”).
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”).
FIRST AMENDMENT TO LEASELease • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • California
This First Amendment to Lease (“First Amendment”) is made and entered into January 23, 2008 by and between Santa Clara, LLC, a California limited liability company (“Landlord”) and PSYOP, Inc., a New York corporation (“Tenant”).
LEASE SANTA CLARA, LLC a California limited liability company Landlord and PSYOP, INC., a New York corporation Tenant Dated as of November 1, 2007Lease • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • California
THIS LEASE (this “Lease”) made as of the 1st day of November, 2007, by and between Santa Clara, LLC, a California limited liability company (hereinafter referred to as “Landlord”), and PSYOP, Inc., a New York corporation (hereinafter referred to as “Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2012 (the “Effective Date”), by and between Psyop Productions, LLC, a Delaware limited liability company (the “Company”), and Psyop Media Company, LLC, a Delaware limited liability company (“Holdco”) on the one hand, and Thomas Boyle, an individual (“Executive”), on the other hand.
WAIVER AND FOURTH AMENDMENT TO LOAN DOCUMENTSLoan Documents • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • New York
This Waiver and Fourth Amendment to Loan Documents (this “Amendment”) is dated May 31, 2018, and is between PSYOP MEDIA COMPANY, LLC, a Delaware limited liability company, having its chief executive office at 45 Howard Street, Floor 5, New York, New York 10013 (“Borrower”) and BNB BANK, as successor in interest to The Bridgehampton National Bank, a New York State chartered bank having an office at 2200 Montauk Highway, Bridgehampton, New York 11932 (“Lender”).
FIRST AMENDMENT TO LOAN DOCUMENTSLoan Documents • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • New York
This First Amendment to Loan Documents (this “Amendment”) is dated December 15, 2015, and is between PSYOP MEDIA COMPANY, LLC, a Delaware limited liability company, having its chief executive office at 124 Rivington Street, New York, New York 10002 (“Borrower”) and BRIDGEHAMPTON NATIONAL BANK, as successor by merger to Community National Bank, a national commercial bank having an office at 2200 Montauk Highway, Bridgehampton, New York 11932 (“Lender”).
WAIVER AND SECOND AMENDMENT TO LOAN DOCUMENTSLoan Documents • January 14th, 2019 • PCI Media, Inc. • Services-motion picture & video tape production • New York
This Waiver and Second Amendment to Loan Documents (this “Amendment”) is dated December 10, 2016, and is between PSYOP MEDIA COMPANY, LLC, a Delaware limited liability company, having its chief executive office at 45 Howard Street, Floor 5, New York, New York 10013 (“Borrower”) and BRIDGEHAMPTON NATIONAL BANK, as successor by merger to Community National Bank, a national commercial bank having an office at 2200 Montauk Highway, Bridgehampton, New York 11932 (“Lender”).
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”).
