1 EXHIBIT 4.3 DOVE ENTERTAINMENT, INC. Reg-D Private Placement Financing SUBSCRIPTION, REPRESENTATION AND SECURITIES TRANSFER RESTRICTION AGREEMENT DATED MARCH 26, 1997 TO BE USED ONLY IN CONJUNCTION WITH AN INVESTMENT IN SHARES DESCRIBED HEREIN...Dove Entertainment Inc • December 31st, 1997 • Phonograph records & prerecorded audio tapes & disks • California
2 3 9. The Pledgee undertakes, except while an Event of Default shall have occurred and shall be continuing, to exercise such duties and only such duties as are specifically set forth in this Agreement, and, while an Event of Default shall have...Pledge Agreement • April 14th, 1997 • Dove Audio Inc • Phonograph records & prerecorded audio tapes & disks
WITNESSETH:Stock Purchase Agreement • April 14th, 1997 • Dove Audio Inc • Phonograph records & prerecorded audio tapes & disks • New York
1 EXHIBIT 10.4 [SANWA BANK LOGO] SECURITY AGREEMENT This Security Agreement ("Agreement") is made and entered into this 16th day of August 1996 by and between SANWA BANK CALIFORNIA (the "Bank"); FOUR POINT ENTERTAINMENT, INC. (the "Grantor"); and DOVE...Security Agreement • November 14th, 1996 • Dove Audio Inc • Phonograph records & prerecorded audio tapes & disks • California
WITNESSETH:Stock Purchase Agreement • April 15th, 1999 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • New York
EXHIBIT 10.49 SECURITY AGREEMENT AGREEMENT dated as of September 26, 1997 between DOVE ENTERTAINMENT, INC., a California corporation ("Dove"), DOVE FOUR POINT, INC., a Florida corporation ("Four Point; Dove and Four Point, individually and...Security Agreement • April 14th, 1998 • Dove Entertainment Inc • Phonograph records & prerecorded audio tapes & disks • New York
OFDove Audio Inc • April 14th, 1997 • Phonograph records & prerecorded audio tapes & disks
AMENDMENT NO. 2 dated as of March 30, 1998 to the Credit, Security, Guaranty and Pledge Agreement dated as of November 4, 1997 (the "Credit Agreement"), among DOVE ENTERTAINMENT, INC. (the "Borrower"), the Corporate Guarantors named therein and THE...Dove Entertainment Inc • April 14th, 1998 • Phonograph records & prerecorded audio tapes & disks • New York
OFDove Audio Inc • April 14th, 1997 • Phonograph records & prerecorded audio tapes & disks
LOAN AGREEMENTLoan Agreement • August 4th, 1998 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • California
INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is entered into as of January 1, 1998 by and between NEWSTAR MEDIA INC., a California corporation (the "Corporation"), and ROBERT MURRAY (the "Participant"). W I...Incentive Stock Option Agreement • April 15th, 1999 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • California
AMENDMENT NO. 3 dated as of May 21, 1998 to the Credit, Security, Guaranty and Pledge Agreement dated as of November 4, 1997 (the "Credit Agreement"), among NEWSTAR MEDIA INC. (formerly known as Dove Entertainment, Inc.) (the "Borrower"), the...Newstar Media Inc • April 15th, 1999 • Phonograph records & prerecorded audio tapes & disks • New York
EXHIBIT 10.70 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into this first day of January, 1998, by and between Dove Four Point, Inc., a Florida corporation (the "Company"), a wholly-owned subsidiary of NewStar Media Inc., a...Employment Agreement • November 16th, 1998 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • California
SUPPLEMENT NO. 2 TO THE COPYRIGHT SECURITY AGREEMENT DATED AS OF NOVEMBER 4, 1997 -------------------------------------- WHEREAS, NewStar Media Inc. (formerly known as Dove Entertainment, Inc.), a California corporation (the "Grantor") is party to...Security Agreement • April 15th, 1999 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks
NEWSTAR MEDIA INC. COMPENSATION AND PAYMENT TRUST FOR CONSULTANTS AND PROFESSIONAL ADVISORS This Trust Agreement ("Agreement") is made this 30th day of December, 1998, by and between NEWSTAR MEDIA INC., a California corporation (the "Company") and...Trust Agreement • April 15th, 1999 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • California
EXHIBIT 10.33 SEPARATION AGREEMENT This Separation Agreement (the "Agreement"), dated as of May 31, 1996, by and between Dimitri T. Skouras (the "Executive") on the one hand, and Dove Audio, Inc. ("Dove") and Dove International, Inc. (a/k/a Dove...Separation Agreement • April 14th, 1997 • Dove Audio Inc • Phonograph records & prerecorded audio tapes & disks • California
LIMITED WAIVER REGARDING "CONSOLIDATED CAPITAL BASE"Newstar Media Inc • April 15th, 1999 • Phonograph records & prerecorded audio tapes & disks
Reference is made to that certain Credit, Security, Guaranty and Pledge Agreement dated as of November 4, 1997 (as amended to the date hereof, the "Credit Agreement", the terms defined therein being used herein as therein defined), among Dove Entertainment, Inc., a California corporation (now known as NewStar Media Inc.) (the "Company"), the Guarantors named therein and The Chase Manhattan Bank (the "Lender").
COMPOSITE COPY AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT DATED AS OF NOVEMBER 4, 1997, AS AMENDED AND RESTATED AS OF AUGUST 16, 1999Guaranty Agreement • April 14th, 2000 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • New York
1 EXHIBIT 10.52 CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT DATED AS OF NOVEMBER 4, 1997Agreement • April 14th, 1998 • Dove Entertainment Inc • Phonograph records & prerecorded audio tapes & disks • New York
SUBORDINATION AGREEMENT dated as of November 4, 1997 (as amended, supplemented otherwise modified, renewed or replaced from time to time, the "Subordination Agreement") among (i) DOVE ENTERTAINMENT, INC. ("Borrower"), (ii) DOVE INTERNATIONAL, INC. and...Subordination Agreement • April 14th, 1998 • Dove Entertainment Inc • Phonograph records & prerecorded audio tapes & disks • New York
EXHIBIT 10.46 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated as of June __, 1997 by and among Media Equities International, LLC, a New York limited liability company ("MEI") and Michael Viner ("VINER") and Deborah Raffin Viner...Securities Purchase Agreement • June 25th, 1997 • Dove Entertainment Inc • Phonograph records & prerecorded audio tapes & disks • California
EXHIBIT 10.38 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into this 15th day of October, 1996, by and between Dove Audio, Inc., a California corporation ("Company" or "Dove"), and Steven Soloway ("Employee"). Whereas, Company...Employment Agreement • April 14th, 1997 • Dove Audio Inc • Phonograph records & prerecorded audio tapes & disks
SECTION I DEFINITIONS 1.01. CERTAIN DEFINED TERMS. Unless elsewhere defined in this Agreement the following terms shall have the following meanings (such meanings to be generally applicable to the singular and plural forms of the terms defined):Term Loan Agreement • November 14th, 1996 • Dove Audio Inc • Phonograph records & prerecorded audio tapes & disks • California
EXHIBIT 10.54 SECURITY AGREEMENT AGREEMENT dated as of November 4, 1997 among DOVE ENTERTAINMENT, INC., a California corporation ("Dove"), DOVE FOUR POINT, INC., a Florida corporation ("Four Point") and DOVE INTERNATIONAL, INC., a California...Security Agreement • April 14th, 1998 • Dove Entertainment Inc • Phonograph records & prerecorded audio tapes & disks • New York
MODIFICATION AGREEMENT ----------------------Modification Agreement • April 15th, 1999 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • New York
1 EXHIBIT 10.58 EMPLOYMENT AGREEMENT THIS AGREEMENT by and among Dove Entertainment, Inc. (the "Company"), a California corporation, and Ronald Lightstone (the "Executive"), is dated as of the 4th day of February, 1998. WHEREAS, the Executive has been...Employment Agreement • April 14th, 1998 • Dove Entertainment Inc • Phonograph records & prerecorded audio tapes & disks • California
SECTION 2 THE COMPANY'S REPRESENTATIONS AND WARRANTIESStock Purchase Agreement • August 23rd, 1999 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • New York
DEED OF TRUSTNewstar Media Inc • August 4th, 1998 • Phonograph records & prerecorded audio tapes & disks • California
FEE AGREEMENTFee Agreement • April 14th, 1998 • Dove Entertainment Inc • Phonograph records & prerecorded audio tapes & disks • California
1) 2 collateral securing any Indebtedness or any guaranty thereof; or (iv) any present or future action or inaction on the part of the Bank, the Debtor or any endorser, cosigner, other guarantor or other person liable on any Indebtedness. The...Dove Audio Inc • November 14th, 1996 • Phonograph records & prerecorded audio tapes & disks • California
2 3 4 or any similar form which may be promulgated in the future) and will afford Holder an opportunity to include in such registration statement all or part of the Released Registrable Shares. If Holder desires to include in any such registration...Registration Rights Agreement • June 25th, 1997 • Dove Entertainment Inc • Phonograph records & prerecorded audio tapes & disks • California
SECTION 2 THE COMPANY'S REPRESENTATIONS AND WARRANTIESStock Purchase Agreement • August 23rd, 1999 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • New York
EXHIBIT 10.26 EMPLOYMENT AGREEMENT AGREEMENT dated as of January 1, 1995, between DOVE AUDIO, INC., a California corporation (the "Company"), and DEBORAH RAFFIN (the "Employee"). The Company desires to employ the Employee as the Vice President of the...Employment Agreement • April 14th, 1997 • Dove Audio Inc • Phonograph records & prerecorded audio tapes & disks • California
SECTION 2 THE COMPANY'S REPRESENTATIONS AND WARRANTIESStock Purchase Agreement • August 23rd, 1999 • Newstar Media Inc • Phonograph records & prerecorded audio tapes & disks • New York
2 3 annually which can be accumulated if not used. In addition, the Employee shall be entitled to sick leave benefits during the term of this Agreement in accordance with the customary policies applied to senior executives of the Company.Employment Agreement • April 14th, 1997 • Dove Audio Inc • Phonograph records & prerecorded audio tapes & disks • California
