SECURITY AGREEMENTSecurity Agreement • June 29th, 2010 • PORTRAIT INNOVATIONS HOLDING Co
This Security Agreement (this “Security Agreement”) is entered into this 19th day of March, 2009, by Debtor in favor of Bank, and amends, restates and replaces in its entirety that certain Further Amended and Restated Security Agreement dated October 27, 2008, by Debtor in favor of Bank.
Employment AgreementEmployment Agreement • June 29th, 2010 • PORTRAIT INNOVATIONS HOLDING Co • North Carolina
This Employment Agreement (this “Agreement”) is entered into as of December 7, 2009 (the “Effective Date”) between Portrait Innovations, Inc., a Delaware corporation (“Company”), and Robert Venetucci, a resident of New Jersey (“Employee”).
PLEDGE AGREEMENTPledge Agreement • June 29th, 2010 • PORTRAIT INNOVATIONS HOLDING Co • North Carolina
This Amended and Restated Pledge Agreement (this “Agreement”) is made as of March 19, 2009, by and between PORTRAIT INNOVATIONS HOLDING COMPANY, a Delaware corporation (the “Pledgor”), and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Lender”), and amends, restates and replaces in its entirety that certain Amended and Restated Pledge Agreement dated as of October 27, 2008, by and between the Pledgor and the Lender.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 29th, 2010 • PORTRAIT INNOVATIONS HOLDING Co • North Carolina
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is dated June 17, 2010, by and between PORTRAIT INNOVATIONS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, N.A., a national banking association, successor by merger to Wachovia Bank, National Association (“Bank”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement (as hereinafter defined).
ContractSupply Agreement • June 29th, 2010 • PORTRAIT INNOVATIONS HOLDING Co • New York
[Confidential treatment has been requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidential treatment request. Omissions are designated by three asterisks (***). A complete version of this document is being filed separately with the Securities and Exchange Commission.]
AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • June 29th, 2010 • PORTRAIT INNOVATIONS HOLDING Co • North Carolina
This Amendment to Amended and Restated Promissory Note (this “Note Amendment”) is dated this 17th day of June, 2010, by and between PORTRAIT INNOVATIONS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, N.A., a national banking association, successor by merger to Wachovia Bank, National Association (“Bank”).
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 29th, 2010 • PORTRAIT INNOVATIONS HOLDING Co
This Amended and Restated Loan Agreement (this “Agreement”) is entered into as of the 30th day of October, 2009, by and between Bank and Borrower, and amends and restates in its entirety that certain Loan Agreement dated as of the 19th day of March, 2009, by and between Bank and Borrower, as amended by that certain First Amendment to Loan Agreement dated as of the 25th day of June, 2009.
Portrait innovations holding company Amended and Restated Investors’ rights agreementInvestors’ Rights Agreement • June 29th, 2010 • PORTRAIT INNOVATIONS HOLDING Co • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) dated as of June 29, 2010 is by and among (i) Portrait Innovations Holding Company, a Delaware corporation (the “Company”), (ii) Southeastern Private Investment Fund IV, LLC (“Southeastern”), Emergo Alpha Fund Limited (“Emergo” and together with Southeastern, the “Investors”), (iii) HENTOM, LLC, a North Carolina limited liability company (“Hentom”), and (iii) John Grosso, John Davis, John Grosso, III, Andrew Grosso and Garrett J. Alroy (together, the “Management Holders”).
