EXHIBIT 10.5 MEDIA ARTS GROUP, INC. 1998 STOCK INCENTIVE PLAN (THE "PLAN") NONSTATUTORY STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Nonstatutory Stock Option...Media Arts Group Inc • December 3rd, 1998 • Commercial printing • California
SECOND AMENDMENT TO CONSULTING AGREEMENT BETWEEN THE COMPANY AND MIKE KILEY AGREEMENT made this 1st day of April, 1998 between Media Arts Group, Inc. (hereinafter "the company" and Mike Kiley (hereinafter, "the consultant"). WITNESSETH (1) As...Consulting Agreement • June 25th, 1998 • Media Arts Group Inc • Commercial printing
RECITALSEmployment Agreement • June 26th, 1997 • Media Arts Group Inc • Commercial printing • California
EXHIBIT 10.6 MEDIA ARTS GROUP, INC. EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is made and entered into as of December 3, 1997 between MEDIA ARTS GROUP, INC., a Delaware corporation (the...Stock Purchase Agreement • December 3rd, 1998 • Media Arts Group Inc • Commercial printing • California
RECITALSSeparation and Consulting Agreement • June 29th, 1999 • Media Arts Group Inc • Commercial printing • California
AGREEMENT 1. TERM OF EMPLOYMENT:Employment Agreement • December 19th, 1997 • Media Arts Group Inc • Commercial printing • California
AMENDMENT TO EMPLOYMENT AGREEMENT On January 1, 1994, Media Arts Group, Inc. ("Employer") and Kenneth E. Raasch ("Employee") entered into an employment agreement ("Employment Agreement"), which is attached hereto. The Employment Agreement, except as...Employment Agreement • December 19th, 1997 • Media Arts Group Inc • Commercial printing
EXHIBIT 10.2Stock Purchase Agreement • May 1st, 1998 • Media Arts Group Inc • Commercial printing • California
MEDIA ARTS GROUP, INC. 2,409,500 SHARES(1) COMMON STOCK UNDERWRITING AGREEMENT ___________, 1998Media Arts Group Inc • January 27th, 1998 • Commercial printing • California
Exhibit 10.27 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement (the "Amendment") is made effective as of October 29, 1998, between Media Arts Group, Inc., (the "Company") and John R. Lackner ("Employee"). WHEREAS,...Employment Agreement • February 19th, 1998 • Media Arts Group Inc • Commercial printing
1 Exhibit 4.01 FINANCING AGREEMENT The CIT Group/Business Credit, Inc.Financing Agreement • March 7th, 1997 • Media Arts Group Inc • Commercial printing • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective as of November 19, 1998 by and between MEDIA ARTS GROUP, INC., a Delaware corporation (the "Employer"), and RAYMOND A. PETERSON, of 822 Kolb Place, Santa Clara, California 95050 (the...Employment Agreement • February 16th, 1999 • Media Arts Group Inc • Commercial printing • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDIA ARTS GROUP, INC., MAIN STREET ACQUISITION COMPANY, INC. AND THOMAS KINKADE DATED AS OF OCTOBER 31, 2003Ii Agreement and Plan of Merger • November 3rd, 2003 • Media Arts Group Inc • Commercial printing • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of October 31, 2003, by and among Media Arts Group, Inc., a Delaware corporation (the "Company"), Main Street Acquisition Company, Inc., a Delaware corporation ("Mergerco"), and Thomas Kinkade (the "Principal Affiliated Stockholder").
RECITALSStock Sale Agreement • June 29th, 1999 • Media Arts Group Inc • Commercial printing • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of May 1, 1997 by and between MEDIA ARTS GROUP, INC., a Delaware corporation (the "Employer"), and JAMES F. LANDRUM, JR., of 14296 Buckner Drive, San Jose, California 95127 (the...Employment Agreement • November 13th, 1997 • Media Arts Group Inc • Commercial printing • California
Media Arts Group, Inc. 900 Lightpost Way Morgan Hill, CA 95037 June 17, 2003Media Arts Group Inc • November 3rd, 2003 • Commercial printing • California
In order to allow you (the "Receiving Party") to evaluate a potential negotiated transaction (a "Transaction") involving Media Arts Group, Inc., a Delaware corporation (the "Disclosing Party"), the Disclosing Party has delivered and will deliver to the Receiving Party, upon the execution and delivery of this letter agreement by the Receiving Party, certain information about its properties, employees, finances, businesses and operations. All information (i) about the Disclosing Party or (ii) about any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party), furnished by the Disclosing Party or its Representatives (as defined below) to the Receiving Party or its Representatives, whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, is referred to in this letter agreement as "Proprietary Information." For purposes of this letter agreement, however, the t
THIRD AMENDMENT TO LEASELease • March 28th, 2003 • Media Arts Group Inc • Commercial printing
This Third Amendment to Lease (“Third Amendment”), dated as of December 3, 2002, is entered into by and between TBI-Madrone I LLC, a California limited liability company (“Landlord”) and Media Arts Group, Inc., a Delaware corporation (“Tenant”).
MEDIA ARTS GROUP, INC. THOMAS KINKADE STORES, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 24th, 2002 • Media Arts Group Inc • Commercial printing • California
This LOAN AND SECURITY AGREEMENT is entered into as of April 15, 2002, by and among COMERICA BANK-CALIFORNIA (“Bank”) and MEDIA ARTS GROUP, INC., and THOMAS KINKADE STORES, INC. (individually, a “Borrower” and collectively, the “Borrowers”).
LEASE TERMINATION AGREEMENTLease Termination Agreement • March 28th, 2003 • Media Arts Group Inc • Commercial printing
This Lease Termination Agreement (“Agreement”), dated as of December 3, 2002, is entered into by and between TBI-Mission West LLC, a California limited liability company (“Landlord”), and Media Arts Group, Inc., a Delaware corporation (“Tenant”).
COMPENSATION AGREEMENTCompensation Agreement • April 24th, 2002 • Media Arts Group Inc • Commercial printing • California
This Compensation Agreement, between Media Arts Group, Inc. (“MAGI”) and Anthony D. Thomopoulos (“Executive”), is made as of January 24, 2002.
Employment AgreementEmployment Agreement • November 15th, 2002 • Media Arts Group Inc • Commercial printing • California
This Employment Agreement (the “Agreement”) is entered into by and between Media Arts Group, Inc. (the “Company”) and Anthony D. Thomopoulos (“Executive”), as of the 16 day of September 2002.
AMENDMENT NO. 6 TO BUSINESS LOAN AGREEMENT AND WAIVERBusiness Loan Agreement • December 17th, 2001 • Media Arts Group Inc • Commercial printing
This Amendment No. 6 to Business Loan Agreement and Waiver, dated as of November 30, 2001 (the "Amendment"), is between Media Arts Group, Inc., a Delaware corporation ("MAGI"), Lightpost Publishing, Inc., a California corporation ("Lightpost," and together with MAGI, each a "Borrower" and collectively the "Borrowers") and Bank of America, N.A. (the "Bank").
JOINT FILING AGREEMENTJoint Filing Agreement • January 29th, 2004 • Media Arts Group Inc • Commercial printing
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2003 • Media Arts Group Inc • Commercial printing
This First Amendment to Loan and Security Agreement is entered into as of June 25, 2003 (the “Amendment”), by and among COMERICA BANK - CALIFORNIA (“Bank”), MEDIA ARTS GROUP, INC. (“Media Arts”), and THOMAS KINKADE STORES, INC. (“Kinkade Stores”) (each of Media Arts and Kinkade Stores are individually referred to herein as, a “Borrower” and collectively, the “Borrowers”).
SECOND AMENDMENT TO LEASELease • March 28th, 2003 • Media Arts Group Inc • Commercial printing
This Second Amendment to Lease (“Second Amendment”), dated as of December 3, 2002, is entered into by and between TBI-Mission West, LLC, a California limited liability company (“Landlord”) and Media Arts Group, Inc., a Delaware corporation (“Tenant”).
CONFIDENTIALMedia Arts Group Inc • November 10th, 2003 • Commercial printing
GE Corporate Financial Services, Inc. (“GE Capital” or the “Lender”) is pleased to offer its commitment to provide, on the terms and subject to the conditions set forth in this letter (together with Schedule A attached hereto, this “Commitment Letter”), up to $25,000,000 of financing (the “Financing”) in support of the acquisition (the “Acquisition Transaction”) of 100% of the equity of Media Arts Group, Inc. by a surviving corporate entity to be known as The Thomas Kinkade Company (the “Borrower”). Based upon the information you have provided, we understand that the Borrower will be a domestic operating company (with two wholly owned subsidiaries to be named Thomas Kinkade Stores, Inc. and Media Arts Licensing Company) which owns substantially all of its assets and does not have any significant indebtedness. It is contemplated that the financing will include a $22,000,000 Senior Secured Revolving Credit Facility (“Revolver”) and a $3,000,000 Senior Secured Term Loan (“Term Loan”).
AMENDMENT NO. 7 TO BUSINESS LOAN AGREEMENT AND WAIVERBusiness Loan Agreement and Waiver • April 24th, 2002 • Media Arts Group Inc • Commercial printing
This Amendment No. 7 to Business Loan Agreement and Waiver, dated as of January 15, 2002 (the “Amendment”), is between Media Arts Group, Inc., a Delaware corporation (“MAGI”), Lightpost Publishing, Inc., a California corporation (“Lightpost,” and together with MAGI, each a “Borrower” and collectively the “Borrowers”) and Bank of America, N.A. (the “Bank”).
MEDIA ARTS GROUP, INC. CONSULTING AGREEMENT This Consulting Agreement, including the attached Exhibits ("Agreements") is made and entered into effective the 1st day of April, 2000, by and between MEDIA ARTS GROUP, INC.("MAGI"), a Delaware corporation,...Consulting Agreement • August 14th, 2000 • Media Arts Group Inc • Commercial printing • California
CONSULTING AGREEMENT This Consulting Agreement, including the attached Exhibits ("Agreements") is made and entered into effective the 1st day of January, 2000, by and between MEDIA ARTS GROUP, INC.("MAGI"), a Delaware company, and Bud Peterson...Consulting Agreement • August 16th, 1999 • Media Arts Group Inc • Commercial printing • California
July 17, 2001Letter Agreement • March 28th, 2003 • Media Arts Group Inc • Commercial printing
AMENDMENT TO EMPLOYMENT AGREEMENT On November 19, 1998, Media Arts Group, Inc. ("Employer") and Bud Peterson ("Employee") entered into an employment agreement ("Employment Agreement"), which is attached hereto. The Employment Agreement, except as...Employment Agreement • August 16th, 1999 • Media Arts Group Inc • Commercial printing
BACKGROUNDInvestment Monitoring Agreement • December 19th, 1997 • Media Arts Group Inc • Commercial printing • California
AMENDMENT NO. 5 TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 14th, 2001 • Media Arts Group Inc • Commercial printing
This Amendment No. 5 to Business Loan Agreement, dated as of September 30, 2001 (the "Amendment"), is between Media Arts Group, Inc., a Delaware corporation (“MAGI”), Lightpost Publishing, Inc., a California corporation (“Lightpost,” and together with MAGI, each a “Borrower” and collectively the “Borrowers”) and Bank of America, N.A. (the “Bank”).
Amended and Restated Employment AgreementEmployment Agreement • November 6th, 2003 • Media Arts Group Inc • Commercial printing • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Media Arts Group, Inc. (the “Company”) and Anthony D. Thomopoulos (“Executive”), as of August 13, 2003, and amends and restates that certain Employment Agreement, dated as of the 16 day of September 2002, between the Company and Executive.
DEMAND NOTEMedia Arts Group Inc • January 29th, 2004 • Commercial printing
Borrower intends to merge (the “Merger”) with another Delaware corporation, Media Arts Group, Inc., on or about the date hereof. It is the intent of Borrower and Lender that the obligations represented by this Note will be assumed by the merged entity. The merged entity and Lender are parties to a Loan and Security Agreement (the “Agreement”) dated as of the date hereof, which is currently held in escrow pending consummation of the Merger. Upon the occurrence of the Merger, (i) the obligations evidenced by this Note will then be evidenced by the Term Note and Revolving Credit Note (each as defined in the Agreement), and (ii) Lender will immediately mark this Note in such a manner as to indicate that it has been superseded by such documents and will cancel this Note.
