0001193125-19-144715.txt : 20190513 0001193125-19-144715.hdr.sgml : 20190513 20190513060715 ACCESSION NUMBER: 0001193125-19-144715 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 46 FILED AS OF DATE: 20190513 DATE AS OF CHANGE: 20190513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PCI Media, Inc. CENTRAL INDEX KEY: 0001755250 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 832105853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-229248 FILM NUMBER: 19816805 BUSINESS ADDRESS: STREET 1: 45 HOWARD STREET CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: (212) 533-9055 MAIL ADDRESS: STREET 1: 45 HOWARD STREET CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: ZZZ Media Holdings, Inc. DATE OF NAME CHANGE: 20181004 S-1/A 1 d631142ds1a.htm S-1/A S-1/A
Table of Contents

As filed with the U.S. Securities and Exchange Commission on May 13, 2019

Registration No. 333-229248

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PCI MEDIA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
(State or other jurisdiction of

incorporation or organization)

  

7812
(Primary Standard Industrial

Classification Code Number)

  

83-2105853
(I.R.S. Employer Identification

Number)

523 Victoria Avenue

Venice, California 90291

(310) 577-9100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

D. Hunt Ramsbottom Jr.

Chief Executive Officer

PCI Media, Inc.

523 Victoria Avenue

Venice, California 90291

(310) 577-9100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Anthony J. Richmond, Esq.
David A Zaheer, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
 

John D. Hogoboom, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, NY 10020

(212) 262-6700

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
   Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities

To be Registered

 

Proposed

Maximum

Aggregate

Offering Price (1)(2)

 

Amount of

Registration Fee (3)

Units, each consisting of one share of Common Stock, par value $0.001 per share, and one Warrant to purchase one share of Common Stock, par value $0.001 per share

  $   $

Common Stock, par value $0.001 per share, included in the Units

    —(4)

Warrants included in the Units

    —(4)

Common Stock, par value $0.001 per share, underlying the Warrants included in the Units

  $   $

Representative’s Warrant to Purchase Units(5)

  $   $

Units underlying the Representative’s Warrant

    —(4)

Common Stock, par value $0.001 per share, included in the Units underlying the Representative’s Warrant

    —(4)

Warrants included in the Units underlying the Representative’s Warrant

    —(4)

Common Stock, par value $0.001 per share, underlying the Warrants included in the Units underlying the Representative’s Warrant

  $   $
    $18,630,000   $2,257.96(6)

 

 

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Pursuant to Rule 416 under the Securities Act, there are also being registered such additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(3)

Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price, including the offering price of Units that the underwriters have the option to purchase to cover over-allotments, if any.

(4)

No fee required pursuant to Rule 457(g) under the Securities Act.

(5)

The registrant has agreed to issue a Representative’s Warrant exercisable within five years after the effective date of this registration statement representing 8% of the securities issued in this offering to Roth Capital Partners, LLC. The Representative’s Warrant is exercisable at a per Unit exercise price equal to 115% of the initial public offering price. The initial issuance of the Representative’s Warrant and the initial issuance and resales of Units, Shares, Warrants and Warrant Shares issuable upon exercise of the Representative’s Warrant are registered hereby. See “Underwriting – Representative’s Warrant.”

(6)

The registrant previously paid the registration fee in connection with a prior filing of this registration statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


Table of Contents

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 13, 2019

PRELIMINARY PROSPECTUS

 

LOGO

PCI Media, Inc.

                 Units

 

 

This is the initial public offering of securities of PCI Media, Inc. We are offering to sell              units in this offering (the “Units”), each unit consisting of one share of our common stock (each, a “Share”) and a warrant to purchase our common stock (each, a “Warrant”). Each Warrant entitles the holder to purchase one Share at an initial exercise price equal to 130% of the initial public offering price per Unit. The Warrants may only be exercised for cash or, in the circumstances described herein, pursuant to a cashless exercise. The Warrants will expire on                 , 2024 at 5:00 p.m., New York City time.

Prior to this offering, there has been no public market for our securities. The initial public offering price is expected to be between $             and $              per Unit. We intend to apply to list the Units, Shares and Warrants on the Nasdaq Capital Market under the symbols “PCIM.U”, “PCIM” and “PCIM.W”, respectively. The Warrants will trade together with the Shares only as Units until             , and thereafter each of the Shares and Warrants will trade separately.

 

 

We are an “emerging growth company” as defined under federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary – Implications of Being an Emerging Growth Company”.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 12 of this prospectus.

 

 

 

     Per Unit      Total  

Initial public offering price

   $                    $                        

Underwriting discount(1)

   $        $    

Proceeds, before expenses(1)

   $        $    

 

(1)

See “Underwriting” for additional information regarding underwriting compensation.

We have agreed to issue a Representative’s Warrant exercisable within five years after the effective date of this registration statement representing 8% of the Units issued in this offering to Roth Capital Partners, LLC. The Representative’s Warrant will be exercisable at a per Unit exercise price equal to 115% of the initial public offering price per Unit. See “Underwriting – Representative’s Warrant.”

We have granted the underwriters a 30-day option to purchase up to an additional                Units on the terms set forth above to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the Units is expected to be made on or about                 , 2019.

 

 

Roth Capital Partners

Prospectus dated                 , 2019


Table of Contents

TABLE OF CONTENTS

 

Prospectus Summary

     2  

The Offering

     7  

Summary Consolidated Financial Data

     10  

Risk Factors

     12  

Special Note Regarding Forward-Looking Statements

     29  

Use of Proceeds

     30  

Dividend Policy

     31  

Capitalization

     32  

Dilution

     34  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     36  

Business

     47  

Management

     62  

Executive Compensation

     69  

Certain Relationships and Related Party Transactions

     80  

Principal Stockholders

     84  

Description of Units and Warrants

     86  

Description of Capital Stock

     88  

Shares Eligible For Future Sale

     92  

Material U.S. Federal Income Tax Considerations

     95  

Underwriting

     102  

Notice to Investors

     106  

Legal Matters

     108  

Experts

     108  

Where You Can Find Additional Information

     108  

Index To Consolidated Financial Statements

     F-1  

 

 

We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

Persons who come into possession of this prospectus and any free writing prospectus we may authorize for use in connection with this offering in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

 

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Trademarks, Trade Names and Service Marks

PCI Media, Psyop and Content & Co. and our other registered or common law trademarks, service marks or trade names appearing in this prospectus are the property of PCI Media, Inc. or one of its subsidiaries. Other trademarks, service marks or trade names appearing in this prospectus are the property of their owners. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus.

Market, Industry and Other Data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on reports from various sources, including those set forth below. Because this information involves a number of assumptions and limitations, you are cautioned not to give undue weight to such information. Information based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. In some cases, we do not expressly refer to the sources from which data is derived. The content of the below sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein.

 

   

Worldwide Ad Spending, eMarketer’s Updated Estimates and Forecasts for 2016-2022, November 2018;

 

   

Advertising Expenditure Forecasts, Zenith, September 2018;

 

   

Advertising Forecasts Winter Update, MAGNA, December 2018;

 

   

Forbes Marketing Accountability 2017;

 

   

Zenith’s Online Video Forecasts 2018; and

 

   

Worldwide Semiannual Augmented and Virtual Reality Spending Guide, International Data Corporation (IDC), May 2018.

In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section captioned “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.”

 

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Table of Contents

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus before making an investment decision.

PCI Media, Inc. was recently formed as a Delaware corporation. Prior to the closing of this offering, the members of Psyop Media Company, LLC (other than Psyop, Inc. and All Asia Digital Entertainment Inc.) will contribute their membership interests in Psyop Media Company, LLC to PCI Media, Inc. in exchange for shares of common stock of PCI Media, Inc., Psyop, Inc. and All Asia Digital Entertainment Inc. will be merged with and into PCI Media, Inc., and Psyop Media Company, LLC will become a wholly owned subsidiary of PCI Media, Inc. We refer to these contribution and merger transactions, collectively, as the “Contribution and Merger Transactions.” Unless the context otherwise requires, the terms “the Company,” “we,” “us” and “our” refer to (i) upon completion of this offering, PCI Media, Inc. and, unless otherwise stated, all of its subsidiaries after giving effect to the Contribution and Merger Transactions, and (ii) prior to the completion of this offering, Psyop Media Company, LLC and, unless otherwise stated, all of its subsidiaries prior to consummation of the Contribution and Merger Transactions.

Our Company

We are a media company that creates innovative and award-winning content for some of the world’s most well-known brands. We create content for commercials, television series, digital and social media, experiential and influencer platforms and virtual reality (VR) and augmented reality (AR) experiences. We believe our content is highly creative, engages large audiences and influences their behavior. Our work has generated billions of views and impressions on digital platforms and has reached television audiences in over two hundred countries. Our commercial content is broadcasted regularly during the world’s largest televised events, including the Olympic Games, the World Cup and the Super Bowl.

Over the past 18 years, we believe we have consistently delivered iconic and effective content for our customers, including many blue-chip brands. We have produced content for brands across major industry groups, including: automotive; consumer products; technology; games; food; beverage; footwear; apparel; media; telecom; finance; hospitality; and energy.

We have won numerous awards and accolades for our creative work, including Cannes Lions, Clio Awards, Effie Awards and an Emmy Award.

Our primary product offerings include:

Commercial content:    We produce animated television commercials, including animated and computer graphics (CG) content. We also produce live action and mixed media commercials. We presently generate substantially all of our revenues from the production of commercial content.

Branded entertainment:    We create, develop, produce and distribute for our brand clients original short- and long-form content in which our clients’ brands are integrated into the content. The content we create can be used on television, digital and social media, experiential and influencer platforms.

VR and AR:    We produce VR and AR live action, animation and mixed media content. We create VR experiences that can be used on many commercially available VR platforms, such as Samsung VR Gear, Google Daydream, Playstation VR and Oculus Home for Rift.



 

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We believe our competitive strengths include:

Excellent reputation:    Over the past 18 years, we believe we have earned an excellent reputation for our creative ability, innovation, execution and on-time delivery of complex and challenging media content.

Our creative storytelling capabilities:    We believe our creative content turns ideas into visual, relatable stories that resonate with consumers and influences their behavior. We believe that our years of experience and access to creative talent allow us to tell compelling stories whether in six seconds or 22 minutes.

Diverse, creative talent base:    We employ or represent over 20 directors and over 80 designers, technical directors and other artists who we believe deliver a unique combination of creative direction (character, world and story development) and execution (unique and high quality imagery and related production content).

Strong relationships with advertising agencies and brands:    We have produced highly successful and creative advertising campaigns for our customers, many of which are global brands which we believe have allowed us to develop long-standing, strong relationships with leading advertising agencies and brands. We are often commissioned to create multiple campaigns for brands over many years, acting as the go-to production company for these clients. In addition, despite that some of our competitors are larger than us, we have been able to compete effectively with them and win projects from new and existing clients.

Strong relationships with film, television and digital production companies:    We maintain Production Overall Deals (PODs) with award-winning production companies in film, television and digital series. In PODs, we manage development and distribution of content created by production companies. PODs enable us to extend and diversify our creative capabilities and provide access to additional talent for our clients.

End-to end solution:    We have developed in-house production processes that enable us to serve as a one-stop-shop, providing a full suite of solutions to the advertising industry and brands. We are able to conduct a project from concept through design and all stages of production using in-house and contracted creative talent when necessary.

Our Industry

We create branded advertising content primarily for television, digital and other advertising platforms.

The global advertising market is large and growing.    Global advertising spending was a $577 billion global market in 2017, projected to grow to $811 billion in 2022, according to eMarketer. The U.S. is currently our customers’ primary target market. eMarketer forecasts that the U.S. will have the largest share of global advertising spending in 2022, which it estimates will be $290 billion. As our business grows, we expect to capitalize on the large and expanding demand for services such as ours.

Television spending continues to be strong.    Television has historically been the single largest advertising medium worldwide. Zenith forecasts that television advertising in the U.S. peaked in 2017 at $69 billion and will decline slightly to $66 billion in 2020. Television and online video together are becoming more important to advertisers seeking to build brands than either form alone.

Digital advertising spending is increasing.    Digital technologies have transformed media consumption, viewing habits and social interaction. Content is being viewed at ever-increasing rates on wired and wireless smart devices across the globe. In 2017, global digital advertising spending surpassed global television advertising spending for the first time, according to MAGNA. According to MAGNA, in 2018, U.S. digital advertising spending exceeded $100 billion and accounted for half of total U.S. advertising sales for the first time. MAGNA projects that U.S. digital advertising sales will be $163 billion by 2023.



 

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Creative short-form video content attracts audiences.    Given the proliferation of entertainment channels, capturing the attention of audiences is becoming increasingly challenging. We believe that brands are seeking creative content in short-form video that includes animation and mixed media to evoke emotions that resonate with viewers. According to Zenith, the rapid rise in video viewing makes online video the world’s fastest-growing advertising format. According to Zenith, global viewers spend an average of 67 minutes a day watching content, up from 56 minutes in 2017 and is projected to reach 84 minutes by 2020.

VR and AR are poised for considerable growth.    International Data Corporation, or IDC, forecasted that worldwide revenues for the VR and AR markets reached $27 billion in 2018, an increase of 92% from 2017. According to IDC, VR and AR spending is expected to achieve a compound annual growth rate of 72% worldwide, and 99% in the U.S., over the 2017-2022 forecast period. While a large majority of the growth in spending is expected to be dedicated to gaming applications, hardware and equipment, IDC suggests that producers are quickly moving beyond games to create new content mainstream audiences will embrace.

Our Growth Strategy

We intend to build upon our proven ability to aggregate large audiences for brands by continuing to make compelling content that is viewable on both traditional and new platforms. We have begun to implement the growth strategies described below, and expect to continue to do so over the several years following this offering. Although the net proceeds of this offering will be available to assist us to implement our growth strategies, we cannot estimate the ultimate amount of capital needed to achieve our expected growth. We may need additional capital to implement these strategies, particularly in the event we pursue acquisitions of complementary businesses or technologies.

We intend to grow our business by:

Capitalizing on market trends in advertising and digital media:    We believe our long history of creating award-winning content for television provides us with the expertise to continue to capture television advertising spending. We also believe our expertise in delivering entertaining, narrative-based short-form video content positions us well for the expected growth in digital advertising. We intend to build our core business by leveraging the increased use of animation and visual effects to differentiate marketing messages and capture audiences in the growing digital media market.

Implementing client service teams:    We believe we can increase recurring work from our existing clients with a more client-focused approach to delivering our services. We are hiring account directors with knowledge of the needs of brands in key industries so that we can collaborate more closely with brands and the advertising agencies. By doing so, we believe we can get involved earlier and more intimately in a particular pitch.

Expanding direct-to-brand sales:    Brands are increasingly working directly with content creators, bypassing advertising agencies. We believe this industry disruption is being caused by the desire of brands to obtain greater cost-effectiveness, transparency and control over customer data. We believe that we can increase our direct-to-brand sales by increasing business development efforts with brands. We recently reorganized our sales organization to include a specific focus on brand management.

Growing through acquisitions:    We believe that the highly fragmented content creation media industry, which is comprised primarily of small-to-medium-sized private companies, provides us with significant opportunities to grow our business through acquisitions. We intend to pursue acquisitions that provide services within our current core product offerings, extend our geographic reach and expand our product offerings.

 



 

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Cross-selling services:    Our ability to produce diverse, engaging content across various media platforms allows us to offer clients a one-stop-shop for all of their content needs. We intend to cross-sell our various capabilities to drive additional revenue from existing clients and to seek to win new clients.

Further developing intellectual property:    We intend to build upon our success in developing original series that we own and license to brands, networks and major and new digital media studios. When we develop an original series, we retain the copyright of that content. By licensing to other platforms portions of the content from original series that we develop, we can create additional revenue streams from development fees, brand license fees, distribution license fees and ancillary sources (such as from foreign viewership).

Expanding our geographic presence:    We believe that by expanding our physical presence into select international regions, we will be better able to attract and retain internationally-based brands as clients. With a physical presence outside of the U.S., we believe we can provide better customer service and offer local talent who can work more intimately with internationally-based brands than we can from our offices in the U.S.

Expanding our talent roster:    We intend to continue to seek to attract and retain world-class creative and technical talent, thereby increasing our ability to win jobs and build brand equity through additional high quality creative content. We believe that our reputation and our client base will allow us to continue to attract top creative talent.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those in the section entitled “Risk Factors” and elsewhere in this prospectus. These risks include, but are not limited to, the following:

 

   

our limited visibility into the timing and certainty of future projects;

 

   

the potential loss of business from advertising agencies, including as a result of reductions of business from the brands they represent;

 

   

our ability to successfully execute our growth and acquisition strategy and manage effectively our growth;

 

   

fluctuations in production schedules and project volumes may cause our revenues and cash flows to vary from quarter to quarter;

 

   

changes in the competitive environment in our industry and the markets we serve, and our ability to compete effectively;

 

   

our dependence on a strong brand image;

 

   

our cash needs and the adequacy of our cash flows and earnings;

 

   

our dependence upon our executive officers, founders and key employees;

 

   

our ability to attract and retain qualified personnel;

 

   

the effects of restrictions imposed by our indebtedness on our current and future operations;

 

   

our reliance on our technology systems, the impact of technological changes and cybersecurity risks;

 

   

our ability to protect our trademarks or other intellectual property rights;

 

   

the Stockholders’ Agreement, provides our founders and one of our existing investors the right, subject to certain conditions, to nominate for election two members to our board of directors and requires all of our existing equityholders to vote in favor of their election, which will substantially limit the right of investors in this offering to elect or remove those nominees;

 

   

our founders and their affiliates will together hold approximately         % of the voting power of our outstanding capital stock (or         % if the underwriters’ over-allotment option to purchase additional shares in this offering is exercised in full) assuming no exercise of the Warrants included in the Units,



 

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and therefore will continue to have substantial control over our company after this offering which could limit your ability to influence the outcome of key decisions, including a change of control, and your ability to influence corporate matters, including the election of directors, amendments of our organizational documents and acquisitions of other companies and businesses; and

 

   

increased costs as a result of being a public company.

Corporate Information

Psyop, Inc. was founded in April 2000. On January 1, 2012, in connection with a corporate restructuring, Psyop, Inc. and its affiliate, Psyop Services, LLC, contributed all of their assets and liabilities to Psyop Media Company, LLC. We were formed in October 2018 as a Delaware corporation. In December 2018, we changed our name from ZZZ Media Holdings, Inc. to PCI Media, Inc. Our principal executive offices are located at 523 Victoria Avenue, Venice, California 90291, and our telephone number is (310) 577-9100. Our website address is www.pcimediainc.com. The information on or that can be accessed through our website is not incorporated by reference into this prospectus, and you should not consider any such information as part of this prospectus or in deciding whether to purchase our securities.

Implications of Being an Emerging Growth Company

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the year following the fifth anniversary of the consummation of this offering, (2) the last day of the year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700 million as of the last business day of the second fiscal quarter of such year or (4) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

 

   

we are presenting herein only two years of audited consolidated financial statements and related management’s discussion and analysis of financial condition and results of operations;

 

   

we will avail ourselves of the exemption from the requirement to obtain an auditor attestation report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or Sarbanes Oxley;

 

   

we will provide less extensive disclosure about our executive compensation arrangements; and

 

   

we will not be required to hold stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

As a result, the information that we provide to our stockholders may be different than the information you might receive from other public reporting companies in which you hold equity interests.



 

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THE OFFERING

 

Securities offered by us

             Units (or              Units if the underwriters exercise their over-allotment option in full).

 

Over-allotment option

We have granted the underwriters a 30-day option to purchase up to an aggregate of          additional Units from us at the initial public offering price, less the underwriting discount, to cover over-allotments, if any.

 

Common stock outstanding after this offering

             shares, including              Shares included as part of the Units offered hereby (or              and              shares, respectively, if the underwriters exercise their over-allotment option in full), assuming no exercise of the Warrants included in the Units.

 

Warrants to be outstanding after this offering

             Warrants included as part of the Units offered hereby. See “Description of Units and Warrants”.

 

Terms of Warrants issued as a part of a Unit offered in this offering

Exercise price – 130% of the initial public offering price per Unit. The Warrants do not have any price protection features.

 

Exercisability – each Warrant is exercisable for one Share, subject to adjustment as described herein.

 

Exercise period – each Warrant will be immediately exercisable beginning on              (the “Separation Date”) and will expire on              , 20              or earlier upon redemption.

 

Optional cashless exercise – If at any time during the exercise period for the Warrants there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock underlying the Warrants, then the Warrants may only be exercised by means of a “cashless exercise” according to a formula set forth in the Warrant agreement.

 

Redemption of Warrants

We may call the Warrants for redemption as follows: (i) at a price of 0.01 for each Warrant at any time while the Warrants are exercisable; (ii) upon not less than 30 days prior written notice of redemption to each Warrant holder; and (iii) if, and only if, the reported last sale price of the common stock equals or exceeds $             per share (200% of the offering price of a Unit in this offering) (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of our common stock occurring after the issuance date) for the 20-trading-day period ending on the third business day prior to the notice of redemption to Warrant holders.

 

If the foregoing conditions are satisfied and we call the Warrants for redemption, each Warrant holder will then be entitled to exercise his,



 

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her or its Warrants prior to the date scheduled for redemption. However, there can be no assurance that the price of the common stock will exceed the call price or the Warrant exercise price after the redemption call is made.

 

Separation Date

The Warrants will trade together with the Shares only as Units until the Separation Date. Upon their separation from the Shares, we expect that the Shares and the Warrants will each be eligible for trading on the Nasdaq Capital Market.

 

Use of proceeds

We estimate that the net proceeds from the sale of securities in this offering will be approximately $                 million, based upon the initial public offering price of $                 per Unit (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering expenses payable by us. If the underwriters’ over-allotment option to purchase additional Units in this offering is exercised in full, we estimate that the net proceeds will be approximately $                 million, after deducting the underwriting discount and estimated offering expenses payable by us.

 

The principal purposes of this offering are to increase our financial flexibility, create a public market for our securities and to facilitate future access to the public equity markets for us and our stockholders. We currently intend to use the net proceeds from this offering for working capital and other general corporate purposes. We may use a portion of such net proceeds to acquire complementary businesses or technologies. However, we do not have agreements or commitments for any acquisitions at this time.

 

Dividend policy

We currently do not intend to declare or pay any cash dividends in the foreseeable future. Any determination to pay dividends on our capital stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, contractual restrictions and other factors that our board of directors considers relevant. See “Dividend Policy” for further information.

 

Proposed Nasdaq trading symbols

“PCIM” (Shares)

“PCIM.U” (Units)

“PCIM.W” (Warrants)

The total number of shares of our common stock that will be outstanding after this offering is based on                  shares of our common stock outstanding on a pro forma basis as of March 31, 2019, after giving effect to the Contribution and Merger Transactions, and excludes, as of that date, the following:

 

   

                 shares of common stock, subject to annual increases, reserved for future grant or issuance under our 2019 Incentive Award Plan, or our 2019 Plan, which will become effective in connection with the completion of this offering;

 

   

                 shares of common stock, subject to annual increases, reserved for future grant or issuance under the 2019 Employee Stock Purchase Plan, or the ESPP, which will become effective in connection with the completion of this offering;



 

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shares issuable upon vesting of restricted stock units to be granted to our non-employee directors under the 2019 Plan in connection with this offering as described in “Executive Compensation – Director Compensation – Post-IPO Compensation Program”; and

 

   

             shares issuable upon the exercise of options to be granted to our Chief Executive Officer under the 2019 Plan in connection with this offering as described in “Executive Compensation – Executive Compensation Arrangements – D. Hunt Ramsbottom Employment Agreement”.

Except as otherwise indicated, all information in this prospectus assumes:

 

   

the completion of the Contribution and Merger Transactions;

 

   

no exercise by the underwriters of their over-allotment option to purchase additional Units;

 

   

the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws in connection with our initial public offering;

 

   

no exercise of the Warrants included in the Units; and

 

   

no exercise by Roth Capital Partners, LLC of the Representative’s Warrant or any Warrants included therein.



 

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SUMMARY CONSOLIDATED FINANCIAL DATA

The consolidated statements of operations data for the years ended December 31, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2018 and 2017 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the three months ended March 31, 2019 and 2018 and the consolidated balance sheet data as of March 31, 2019 are derived from our unaudited condensed consolidated financial statements included in this prospectus. The unaudited condensed consolidated financial statements are prepared on a basis consistent with that used to prepare our audited consolidated financial statements and include, in the opinion of management, all adjustments, consisting only of normal recurring items, necessary for a fair presentation of the consolidated financial statements. Certain amounts in the tables below may not total due to rounding.

You should read this data together with our consolidated financial statements and related notes, as well as the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this prospectus. Our historical results are not necessarily indicative of our future results.

 

     Unaudited Three Months Ended
March 31,
    Year Ended December 31,  
(Dollars in thousands except per share data)                2019                             2018                             2018                             2017              

Consolidated Statement of Operations Data:

        

Contract revenues

   $ 15,056     $ 14,410     $ 57,367     $ 61,962  

Cost of contract revenues

     11,997       11,270       45,395       45,273  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     3,059       3,140       11,972       16,690  

Selling, general and administrative expenses

     3,656       3,576       14,212       16,184  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (597     (436     (2,240     505  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense):

        

Interest income

     -       -       -       7  

Interest expense

     (28     (43     (139     (161

Other expense

     (70     (21     (77     (137
  

 

 

   

 

 

   

 

 

   

 

 

 
     (98     (64     (216     (291
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income tax benefit (expense)

     (695     (500     (2,456     215  

Income tax benefit (expense)

     12       99       116       (17
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income from equity method investment

     (683     (401     (2,340     198  

Income from equity method investment

     3       -       219       -  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (680   $ (401   $ (2,121   $ 198  

Other comprehensive income

        

Foreign currency translation gain (loss)

     9       -       (9     18  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ (671   $ (401   $ (2,130   $ 216  
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma information (unaudited):(1)

        

Net income (loss) before pro forma provision for income taxes

   $ (680   $ (401   $ (2,121   $ 198  

Pro forma benefit (provision) for income taxes

         203       (245
      

 

 

   

 

 

 

Pro forma net income (loss)

       $ (1,918   $ (47
      

 

 

   

 

 

 

Basic and diluted pro forma net income (loss) per share:

        

Basic and diluted pro forma weighted average shares outstanding:

        

Non-GAAP Measure:

        

Adjusted EBITDA(2)

   $ 93     $ (78   $ (146   $ 2,172  
  

 

 

   

 

 

   

 

 

   

 

 

 


 

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     As of
March 31,
     As of December 31,  
(Dollars in thousands)    2019      2018      2017  

Consolidated Balance Sheet Data:

        

Cash

   $ 1,615      $ 4,034      $ 6,241  

Total assets

     13,233        15,244        18,753  

Total liabilities

     12,940        14,278        14,915  

Long-term debt, net of current portion

     1,978        3,093        3,752  

Total members’ equity

     294        965        3,838  

 

(1)

Unaudited pro forma provision for income taxes, net income and per share information give effect to the Contribution and Merger Transactions.

(2)

In addition to our results determined in accordance with GAAP, we have presented Adjusted EBITDA, which is a non-GAAP measure. The following table presents a reconciliation of Adjusted EBITDA to net income (loss) for each of the periods indicated:

 

     Three Months Ended
March 31,
    Year Ended
December 31,
 
(Dollars in thousands)        2019             2018         2018     2017  

Net income (loss)

   $ (680   $ (401   $ (2,121   $ 198  

Interest expense, net

     28       43       139       154  

Depreciation and amortization

     309       334       1,312       1,706  

Income tax expense (benefit)

     (12     (99     (116     17  

Equity based compensation(a)

     -       -       -       85  

Initial public offering costs(b)

     448       45       640       12  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 93     $ (78   $ (146   $ 2,172  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

  (a)

Non-cash charges related to equity-based compensation.

  (b)

One-time costs relating to this offering.

We use Adjusted EBITDA to understand and evaluate our business. Accordingly, we believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:

 

   

although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

 

   

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and

 

   

other companies, including companies in our industry, may calculate Adjusted EBITDA, or similarly titled measures differently, which reduces its usefulness as a comparative measure.

Because of these and other limitations, you should consider Adjusted EBITDA along with other GAAP-based financial performance measures, including cash flows from operating activities, investing activities and financing activities, net income (loss) and our other GAAP financial results.



 

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RISK FACTORS

Investing in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the consolidated financial statements and the related notes, before deciding whether to purchase our securities. The risks and uncertainties described below include those that we consider material and that we are currently aware of, but are not the only ones we face. If any of the following risks is realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the market price of our securities could decline and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have limited visibility of the timing and certainty of future projects. Our failure to regularly win new projects would have a material adverse effect on our business, results of operations or financial condition.

It normally takes three to five months for us to make a pitch, receive an award of a project and complete the project except in the case of a branded entertainment series which can take six months or longer. We do not have any long-term or exclusive contracts with advertising agencies or brands. As a result, we do not control when we will be afforded the opportunity to pitch for a project and, if we pitch for a project, there is no assurance that we will receive an award for, or complete, the project. Because the number of projects we are awarded and complete from time to time may differ significantly depending on the circumstances, it is difficult for us to anticipate the timing and certainty of future revenues or working capital needs. To sustain and increase our revenues, we will need to regularly be awarded and complete new projects. We could fail to be awarded new projects for various reasons, some of which are outside of our control. For example, we may not be awarded new projects if competitors offer more creative content at lower cost or with faster execution time. If we are unable to secure projects for extended periods of time, this would have a material adverse effect on our business, results of operations or financial condition.

The loss of business from advertising agencies, including as a result of a reduction of business from the brands they represent, would harm our business, results of operations or financial condition.

Our client base consists primarily of advertising agencies. We do not have exclusive contracts with advertising agencies and depend on the discretion of these agencies to work with us as they embark on advertising campaigns for brands. If we fail to maintain satisfactory relationships with an advertising agency, we risk losing business from the brands represented by that agency. Brands also may change advertising agencies for various reasons. If a brand elects to reduce or cease business with an advertising agency with which we have a relationship, we could lose revenues from that advertising agency. A brand could determine to reduce its business with an advertising agency for various reasons, some of which are outside of our control. For example, a brand could decide that it prefers to obtain content from a studio other than ours, or determine that it desires to reduce or cease business with the advertising agency for reasons unrelated to us. The loss of business from advertising agencies, including as a result of a reduction of business from the brands they represent, could harm our business, results of operations or financial condition.

A significant percentage of our revenue is generated by two advertising agencies.

Our business depends, in significant part, on being awarded work from two advertising agencies. For the year ended December 31, 2018, the advertising agencies, Argonaut Inc. and Barton F. Graf LLC, accounted for 16% and 11% of our revenues, respectively. For the year ended December 31, 2017, the advertising agencies, Barton F. Graf LLC and Argonaut Inc., accounted for 16% and 13% of our revenues, respectively. As a result, the loss or reduction of business from either of these advertising agencies could have a material adverse effect on our business, results of operations or financial condition.

 

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Failure to manage our growth effectively could cause our business to suffer.

We intend to grow organically and through selected acquisitions. To manage our growth effectively, we must manage our employees, operations, finances, and investments efficiently. We also must effectively integrate any companies or businesses we acquire. We may encounter risks and challenges frequently experienced by growing companies such as our ability to: strengthen our reputation for superior content creation; distinguish ourselves from our competitors; develop and offer content that meet our clients’ needs as they change; and attract and maintain talent. Failure to manage our growth effectively could have a material adverse effect on our business, results of operations or financial condition.

The market in which we participate is competitive, and we may not be able to compete successfully with our current or future competitors.

We operate in the competitive, highly fragmented advertising and creative content production markets. We compete with many firms with no single company maintaining a significant share of the market. Some of our competitors have greater resources than those available to us and such resources may enable them to aggressively compete with us. We must compete with these firms to maintain existing client relationships and to obtain new clients and assignments. If existing or new companies acquire one of our existing competitors or form an exclusive relationship with one or several advertising agencies or brands, our ability to compete effectively could be significantly compromised and our results of operations could be harmed. For example, S4 Capital recently acquired the digital production agency, Media Monks, and it is currently unclear what impact this will have on the competitive landscape. Any of the factors described above could make it more difficult for us to acquire new projects and could result in increased pricing pressure, increased sales and marketing expenses or the loss of market share, and could have a material adverse effect on our business, results of operations or financial condition.

Economic downturns could adversely affect the demand for our content.

Our business depends on the demand for advertising and on the economic health of brands that purchase our content. Recent market volatility and other events have led some experts to conclude that a recession could occur in the near term. An economic recession could result in the decline in advertising spending generally or the purchase of our content by brands in particular. Further, an economic recession may not impact advertising revenue across all media platforms in an equal manner. While reported revenue in the advertising industry may mirror GDP in total, reported revenue may fluctuate among individual media platforms more significantly than others. For example, during an economic recession, brands may choose to spend less money advertising on television and more money advertising on social and digital media. While we create content for multiple platforms, certain areas of our business may decline more significantly than others in an economic downturn, especially if our business focuses more heavily on the less-favored platforms. Accordingly, if an economic downturn occurs, this could have a material adverse effect on our business, results of operations or financial condition.

If our clients experience financial distress, or seek to change or delay payment terms, this could negatively affect our business, results of operations or financial condition.

We have a diverse client base, and at any given time, one or more of our clients may experience financial difficulty, file for bankruptcy protection or go out of business. Unfavorable economic and financial conditions could result in an increase in client financial difficulties that affect us. If our clients experience financial difficulties, they may be unable to pay for commitments that we have entered into on their behalf, or may seek to significantly delay or otherwise alter payment terms. This could result in reduced revenues as well as write-offs of accounts receivable and expenditures billable to clients, and if such difficulties were severe, reduced liquidity. Accordingly, if our clients experience financial distress, this could have a material adverse effect on our business, results of operations or financial condition.

 

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Our quarterly results of operations may fluctuate in the future. As a result, we may fail to meet or exceed the expectations of securities analysts or investors, which could cause our stock price to decline.

Our quarterly results of operations have in the past, and may in the future, fluctuate as a result of a variety of factors, many of which are outside of our control, including limited visibility of the timing and certainty of future projects. In future periods, our revenue or profitability could decline or grow more slowly than we expect. If our quarterly revenues or results of operations do not meet or exceed the expectations of securities analysts or investors, the price of our securities could decline substantially. In addition to the other risk factors set forth in this “Risk Factors” section, factors that may cause fluctuations in our quarterly revenues or results of operations include:

 

   

our ability to increase sales to existing clients and attract new clients;

 

   

our failure to accurately estimate or control costs;

 

   

the potential loss of significant clients;

 

   

maintaining appropriate staffing levels and capabilities relative to projected growth;

 

   

adverse judgments or settlements in legal disputes; and

 

   

general economic, industry and market conditions and those conditions specific to media companies such as us.

We believe that our quarterly revenues and results of operations on a year-over-year and sequential quarter-over-quarter basis may vary significantly in the future and that period-to-period comparisons of our results of operations may not be meaningful. You should not rely on the results of prior quarters as an indication of future performance.

Fluctuations in production schedules and project volume may cause our revenues and cash flows to vary from quarter to quarter.

Our revenues, cash flows from operations, results of operations and other key operating and financial measures have varied in the past, and may vary in the future, significantly from quarter to quarter due to production schedules and project volume. Often our clients engage in an evaluation process that frequently involves not only our pitch but also pitches of our competitors. We have limited control over the timing and mix of individual projects which could result in material fluctuations of our revenues, cash flows, results of operations and other key operating and financial measures from period to period.

We are a holding company and depend upon our subsidiaries for our cash flows.

We are a holding company. All of our operations are conducted, and almost all of our assets are owned, by our subsidiaries. Consequently, our cash flows and our ability to meet our obligations depend upon the cash flows of our subsidiaries and the payment of funds by these subsidiaries to us in the form of dividends, distributions or otherwise. The ability of our subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities and legal restrictions. In particular, our credit facility provides that cash distributions paid by Psyop Media Company, LLC in any fiscal year cannot exceed the operating cash flow generated in the immediately preceding fiscal year, and future credit facilities entered into by our subsidiaries may impose other limitations on the ability of our subsidiaries to make distributions to us. Any failure to receive dividends or distributions from our subsidiaries when needed could have a material adverse effect on our business, results of operations or financial condition.

Our acquisition strategy involves significant risks.

One of our business strategies is to pursue acquisitions. However, acquisitions involve numerous risks and uncertainties, including intense competition for suitable acquisition targets, the potential unavailability of financial resources necessary to consummate acquisitions, difficulties in identifying suitable acquisition targets or in completing any transactions identified on sufficiently favorable terms; and the need to obtain regulatory or other

 

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governmental approvals that may be necessary to complete acquisitions. In addition, any future acquisitions may entail significant transaction costs, tax consequences and risks associated with entry into new markets and lines of business, any of which could have a material adverse effect on our business, results of operations or financial condition.

Future acquisitions or strategic investments could disrupt our business and harm our business, results of operations or financial condition.

We may in the future explore potential acquisitions of companies or strategic investments to strengthen our business. However, we have limited experience in acquiring and integrating businesses. Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business.

Acquisitions involve numerous risks, any of which could harm our business, including:

 

   

anticipated benefits may not materialize as rapidly as we expect, or at all;

 

   

diversion of management time and focus from operating our business to address acquisition integration challenges;

 

   

retention of employees from the acquired company;

 

   

cultural challenges associated with integrating employees from the acquired company into our organization;

 

   

integration of the acquired company’s accounting, management information, human resources and other administrative systems;

 

   

the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; and

 

   

litigation or other claims in connection with the acquired company, including claims from terminated employees, former stockholders or other third parties.

Failure to appropriately mitigate these risks or other issues related to such strategic investments and acquisitions could result in reducing or completely eliminating any anticipated benefits of transactions, and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the impairment of goodwill, any of which could have a material adverse effect on business, results of operations or financial condition.

Our operations may remain unprofitable and we may require working capital financing.

Our ability to achieve net income and cash flow is subject to, among other things, the number of projects we win, the magnitude of our margins and the overall profitability of our projects. If we are not able to operate our business at a profit or to retain cash, we may be required to obtain external working capital financing.

Our credit facility includes a line of credit in the amount of $3 million, which we may draw subject to compliance with applicable covenants and conditions. Our credit facility also includes a letter of credit facility in the amount of $2 million for the issuance of standby letters of credit. As of March 31, 2019, we have two standby letters of credit outstanding for an aggregate amount of $1.1 million.

As of December 31, 2018, the credit facility required us to comply with the following financial covenants: (a) a debt service coverage ratio of at least 1.25 to 1.00; and (b) a debt to equity ratio of not more than 2.00 to 1.00. As of December 31, 2018, we were in violation of the debt service coverage ratio covenant and the debt to equity ratio covenant. We subsequently received a waiver from the lender for both of these violations. As of December 31, 2018, our debt service coverage ratio was (0.38) to 1.00 and our debt to equity ratio was 3.89 to 1.00.

 

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In the event that we were unable to access the line of credit or the amount of available drawings thereunder are insufficient, we could be required to seek external working capital financing from other sources, which may not be available on satisfactory terms, or at all.

If we are unable to access a sufficient amount of working capital at the times we need to, this could have a material adverse effect on our business, results of operations or financial condition.

Our credit facility imposes significant limitations on our business operations.

Our credit facility imposes significant limitations on our business operations, including our ability to incur additional debt, guaranties or liens, to consummate acquisitions or dispositions, to make loans or advances or to make restricted payments. These limitations are subject to various exceptions. For example, our credit facility allows us to make permitted acquisitions of persons or assets that are in, or utilized in, a line of business that is reasonably related to our line of business and so long as we satisfy other requirements. In the event that we desire to make an acquisition or take another action that is not permitted under the credit facility, we would need the consent of the lender and there is no assurance that we would be able to obtain such consent. Any failure to comply with these limitations could result in a default under our credit facility. Upon a default, unless waived, the lender under our credit facility could have all remedies available to a secured lender, and could elect to terminate its commitments, cease making further loans, cause our loans to become due and payable in full, institute foreclosure proceedings against our assets, and force us into bankruptcy or liquidation.

Our future success depends on the continuing efforts of our key employees and our ability to attract, hire, retain and motivate highly skilled and creative employees in the future.

Our future success depends on the continuing efforts of our executive officers, our founders and other key employees. We rely on the leadership, knowledge and experience that our executive officers, founders and key employees provide. They foster our corporate culture, which we believe has been instrumental to our ability to attract and retain new talent. Any failure to attract new or retain key creative talent could have a material adverse effect on our business, financial condition and results of operations.

The market for talent in our key areas of operations, including California and New York, is intensely competitive, which could increase our costs to attract and retain talented employees. As a result, we may incur significant costs to attract and retain employees, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them.

Employee turnover, including changes in our management team, could disrupt our business. The loss of one or more of our executive officers, founders or other key employees, or our inability to attract and retain highly skilled and creative employees, could have a material adverse effect on our business, results of operations or financial condition.

We must obtain visas for employees we hire who are not U.S. citizens or legal residents.

We hire some of our creative, technical and production personnel upon their graduating from colleges and universities that maintain programs in the fields for which we require talent. Most of these institutions are in the U.S.; however, in recent years some of these students have not been U.S. citizens or legal residents prior to attending school. We must obtain visas to hire these individuals. Any failure, difficulty or delay in obtaining visas to hire these individuals may have a material adverse effect on our business, results of operations or financial condition. Immigration reform is attracting significant attention in the public arena and in the current U.S. administration and Congress. If new immigration legislation is enacted in the U.S. or in the other jurisdictions in which we do business, such legislation may contain provisions that could make it more difficult or costly for us to recruit and retain our creative, technical and production personnel. Also, we cannot be assured that the enforcement of immigration laws by governmental authorities will not disrupt our workforce.

 

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Most of our management team has limited experience managing a public company.

With the exception of our Chief Executive Officer and Chief Financial Officer, most members of our management team have limited or no experience managing a publicly-traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. Upon the closing of this offering, we will become subject to significant reporting and other obligations as a public company. These new obligations will require significant attention from our management and could divert their attention away from the day-to-day management of our business. In the event that our management team does not successfully or efficiently manage our transition to being a public company, this could have a material adverse effect on our business, results of operations or financial condition.

We believe our corporate culture has contributed to our success and, if we are unable to maintain it as we grow, our business could be harmed.

We believe our corporate culture has been a key element of our success. However, as our organization grows, it may be difficult to maintain our culture, which could reduce our ability to attract and maintain new talent and operate effectively. The failure to maintain the key aspects of our culture as our organization grows could result in decreased employee satisfaction, increased difficulty in attracting top talent and increased turnover and could compromise the quality of our client service, all of which are important to our success and to the effective execution of our business strategy. Accordingly, if we are unable to maintain our corporate culture as we grow our business, this could have a material adverse effect on our business, results of operations or financial condition.

We may be responsible for expenses incurred for a project that has been cancelled.

A client can cancel a project after awarding it to us. Often the contracts we enter into have cancellation terms that obligate the client to reimburse us for expenses incurred for a project that has been cancelled. Our project schedules typically require quick turnarounds and, as a result, we normally book resources required for the project promptly upon the award of the contract. Some of our projects may be cancelled after we have incurred expenses, and we may not be able to obtain reimbursement for these expenses. Our inability to recover expenses that we incur on cancelled projects could have a material adverse effect on our business, results of operations or financial condition.

We may be responsible for expenses for a project that exceed those contemplated by the approved budget.

Because the creation of content often requires us to make changes to a project to achieve the goals of the brand, projects may go over budget. When we bid for a contract, we include assumptions regarding the expenses for the applicable shoots and post-production. If the scope of a project changes prior to beginning the work, we may request for the client to cover the “overage” for the scope change before we commence work. However, if expenses exceed the budget after we have begun the work, we may have already begun to incur expenses and may not be able to recover the overages from our clients. Our inability to recover overages from clients negatively impacts the profitability of the particular project, and could have a material adverse effect on our business, results of operations or financial condition.

It may become increasingly expensive to operate in the media business.

The cost of producing special effects-driven and animated advertisements has steadily increased and may continue to increase in the future. For example, costs to maintain or obtain the latest technologies to produce high-quality work in animation and mixed media has been increasing. If costs continue to increase without proportionate increases in revenues, this could have a material adverse effect on our business, results of operations or financial condition.

 

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We are subject to legal or reputational risks that could restrict our activities or negatively impact us.

Our business is subject to specific rules, prohibitions, media restrictions, labeling disclosures and warning requirements applicable to advertising for certain products. Advertisers and consumer groups may challenge advertising based on false or exaggerated claims through legislation, regulation, judicial actions or otherwise. Existing and proposed laws and regulations concerning user privacy, use of personal information and on-line tracking technologies also could affect the efficacy and profitability of internet-based and digital marketing. We could be exposed to liabilities for content we have created for our clients if their products, claims or other factors are challenged. We could suffer reputational risk as a result of legal action or from undertaking work that may be challenged by consumer groups or considered controversial, which may have a material adverse effect on our business, results of operations or financial condition.

Our business could be adversely affected if we fail to protect our intellectual property.

We generally enter into confidentiality agreements with our employees, freelancers and vendors to control access to and distribution of our intellectual property or that of our clients. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our or our clients’ intellectual property without authorization. Policing unauthorized use of creative content is difficult. The steps we take may not prevent misappropriation of intellectual property and our confidentiality agreements may not be enforceable. In addition, we may be required to litigate in the future to enforce our intellectual property rights, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and diversion of resources. In the event we are unable to prevent or are required to defend misappropriations of intellectual property, this could have a material adverse effect on our business, results of operations or financial condition.

Others may assert intellectual property infringement claims against us.

We are subject to the possibility of claims that brands’ products, services or techniques misappropriate or infringe the intellectual property rights of third parties. Infringement or misappropriation claims (or claims for indemnification resulting from such claims) may be asserted or prosecuted against us. We create and use characters in our content; because of the competitive advantages that are derived from identifiable characters, we must carefully define our own characters, both to protect the characters we have created from infringement and to avoid claims of others that we have infringed on their characters. Irrespective of the validity or the successful assertion of such claims, we would incur significant costs and diversion of resources with respect to the defense thereof, which could have a material adverse effect on our business, results of operations or financial condition.

We may be subject to claims that we have wrongfully hired an employee from a competitor or that we or our employees have wrongfully used or disclosed alleged confidential information or trade secrets of their former employers.

As is commonplace in our industry, we employ individuals who were previously employed at other companies with whom we compete. Although no claims against us are currently pending, we may be subject in the future to claims that our employees or prospective employees are subject to a continuing obligation to their former employers (such as non-competition or non-solicitation obligations) or claims that our employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

The market growth forecasts included in this prospectus may prove to be inaccurate and, even if the market in which we compete achieves forecasted growth, we cannot assure you our business will grow at similar rates, or at all.

Market growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. The forecasts in this prospectus relating to expected growth in the advertising

 

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market may prove to be inaccurate. Even if the market experiences the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Any inaccurate market growth forecasts, our ability to grow at market forecasted rates, or at all, could have an adverse effect on our business, results of operations or financial condition.

We depend on advanced technologies and computer systems and we cannot predict the effect that rapid technological change or alternative forms of entertainment may have on us or our industry.

Our industry continues to undergo significant changes as a result of technological developments. Because we are required to maintain advanced digital imagery products to continue to win business, we must ensure that our production environment integrates the latest tools and techniques developed in the industry. However, the rapid growth of technology and shifting consumer tastes prevent us from being able to accurately predict the overall effect that technological growth or the availability of alternative forms of advertising may have on the potential revenues from, and profitability of, our content. To enhance our technologies, we are required to purchase third-party licenses, which can result in significant expenditures. In some cases, the licenses are not available on commercially reasonable terms, or at all. At the time we purchase licenses, we do not know if the related technology will enhance our revenues. Furthermore, the licensed software could have errors or defects that may result in a delay in delivery of our content and which could result in significantly increased production costs and our ability to complete work in a timely fashion. Such delays could have an adverse effect on our brand name and our relationship with our clients, which, given our reliance on our core strategic client relationships, could result in a decrease in our revenues. As a result, in the event that we do not keep pace with technological advancements, or our technologies do not meet our expectations, this could have a material adverse effect on our business, results of operations or financial condition.

We rely heavily on information technology systems and could face cybersecurity risks.

We rely heavily on information technologies and infrastructure to manage and conduct our business. This includes the production and digital storage of content and client information and the development of new business opportunities and creative content. The incidence of malicious technology-related events, such as cyberattacks, ransomware, computer hacking, computer viruses, worms or other destructive or disruptive software and other malicious activities could have a negative impact on our business and productivity. In addition, the prevalent use of mobile devices that access confidential information increases the risk of data security breaches, which could lead to the loss of confidential information or other intellectual property. We have taken preventative steps and seek to follow industry best practices, including the use of firewalls, deployment of antivirus software and regular patch maintenance updates; however no system is completely immune from these types of attacks. If we become subject to cyber breach, this could have a material adverse effect on our business, results of operations or financial condition.

Power outages, equipment failure, natural disasters (including extreme weather) or terrorist activities can impact an entire system. We have designed our systems to provide replication across our Los Angeles and New York locations, including data and toolsets designed to allow most or all work-related activities to continue if there is a disruption at one location. However, in the event of such a disruption, our ability to operate nonetheless may be adversely affected. Human error may also affect our systems and result in disruption of our services or loss or improper disclosure of client and personal data, business information, including intellectual property, or other confidential information. We also utilize third parties to store, transfer or process data, and system failures or network disruptions or breaches in the systems of such third parties could adversely affect our reputation or business. Any such breaches or breakdowns could expose us to legal liability, be expensive to remedy, result in a loss of our or our clients’ or vendors’ proprietary information and damage our reputation. In addition, such a breach may require notification to governmental agencies, the media or other individuals pursuant to various federal and state privacy and security laws, if applicable. Efforts to develop, implement and maintain security measures are costly, may not be successful in preventing these events from occurring and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. We take precautions to limit access to sensitive information to only those individuals requiring it. Any significant

 

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distribution in our equipment or loss or improper disclosure of data could have a material adverse effect on our business, results of operations or financial condition.

Our networks and systems may require significant expansion to accommodate new processing and storage requirements.

We may experience limitations relating to the capacity of our networks, systems and processes. In the future, we may need to expand our network and systems at a more rapid pace than we have in the past if our networks and systems cannot accommodate new processing and storage requirements due to potential growth in our business. Our network or systems may not be capable of meeting the demand for increased capacity, or we may incur additional unanticipated expenses to accommodate these capacity demands. In addition, we may lose valuable data, be unable to obtain or provide creative content on a timely basis or our network may temporarily shut down if we fail to adequately expand or maintain our network capabilities to meet future requirements. Any lapse in our ability to store or transmit data or any disruption in our network processing may damage our reputation and result in the loss of clients, and could have a material adverse effect on our business, results of operations or financial condition.

Failure to attract or retain qualified information technology staff may impair our ability to effectively compete.

Due to the nature of our business, we have significantly more complex technology requirements than most typical enterprises of a comparable size. We find ourselves competing for top information technology and software development talent against much larger technology companies that can offer significant career advantages, or technology startups that can offer significant compensation incentives. If we become unable to acquire or retain qualified information technology staff, this could have a material adverse effect on our business, results of operations or financial condition.

Our tax liabilities may be greater than anticipated.

The U.S. tax laws applicable to our business activities are subject to interpretation. We are subject to audit by the Internal Revenue Service and by taxing authorities of the state and local jurisdictions in which we operate. Our tax obligations are based in part on our corporate operating structure, including the manner in which we develop, value, and use our intellectual property, the jurisdictions in which we operate, how tax authorities assess revenue-based taxes such as sales and use taxes, the scope of our international operations and the value we ascribe to our intercompany transactions. Taxing authorities may challenge our tax positions and methodologies for valuing developed technology or intercompany arrangements, as well as our positions regarding the collection of sales and use taxes and the jurisdictions in which we are subject to taxes, which could expose us to additional taxes. Any adverse outcomes of such challenges to our tax positions could result in additional taxes for prior periods, interest and penalties, as well as higher future taxes. In addition, our future tax expense could increase as a result of changes in tax laws, regulations or accounting principles, or as a result of earning income in jurisdictions that have higher tax rates. An increase in our tax expense could have a negative effect on our business, results of operations or financial condition. Moreover, the determination of our provision for income taxes and other tax liabilities requires significant estimates and judgment by management, and the tax treatment of certain transactions is uncertain. Although we believe we will make reasonable estimates and judgments, the ultimate outcome of any particular issue may differ from the amounts previously recorded in our financial statements and any such occurrence could materially affect our financial position and results of operations.

U.S. tax legislation passed in 2017 may materially adversely affect our financial condition, results of operations and cash flows.

U.S. tax legislation passed in 2017 has significantly changed the U.S. federal income taxation of U.S. corporations, including by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax system, imposing a one-time transition tax (or “repatriation tax”) on all undistributed earnings and profits of certain U.S.-owned foreign

 

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corporations, revising the rules governing net operating losses and the rules governing foreign tax credits, and introducing new anti-base erosion provisions. Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the U.S. Treasury and Internal Revenue Service, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. We continue to work with our tax advisors to determine the full impact that the recent tax legislation as a whole will have on us. We urge our investors to consult with their legal and tax advisors with respect to such legislation and the potential tax consequences of investing in our securities.

Risks Related to this Offering and Ownership of Our Securities

The market price of our securities may be volatile or may decline regardless of our operating performance.

The market price of our securities can experience high levels of volatility. If you purchase our securities in this offering, you may not be able to resell those securities at or above the initial public offering price. Following the completion of this offering, the market price of our securities may fluctuate significantly in response to numerous factors, some of which are beyond our control and may not be related to our operating performance, including:

 

   

announcements of new advertising campaigns, client relationships, acquisitions or other events by us or our competitors;

 

   

price and volume fluctuations in the overall stock market from time to time;

 

   

volatility in the market price and trading volume of media companies in general and of companies in the advertising industry in particular;

 

   

fluctuations in the trading volume of our shares or the size of our public float;

 

   

actual or anticipated changes or fluctuations in our results of operations;

 

   

whether our results of operations meet the expectations of securities analysts or investors;

 

   

actual or anticipated changes in the expectations of investors or securities analysts;

 

   

litigation involving us, our industry, or both;

 

   

regulatory developments in the regions in which we operate;

 

   

general economic conditions and trends;

 

   

major catastrophic events;

 

   

lock-up releases or sales of large blocks of our common stock;

 

   

departures of key employees; or

 

   

an adverse impact on the company from any of the other risks cited herein.

If an active, liquid trading market for our securities does not develop, you may not be able to sell your shares quickly or at or above the initial offering price.

There has not been a public market for our securities. An active and liquid trading market for our securities may not develop or be sustained following this offering. Given the small size of this offering, it may take some time for an active market to develop. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your securities. An inactive market may also impair our ability to raise capital to continue to fund operations by selling our securities and may impair our ability to acquire other companies by using our securities as consideration. You may not be able to sell your securities quickly or at or above the initial public offering price. The initial public offering price will be determined by negotiations with the representative of the underwriters. This price may not be indicative of the price at which our securities will trade after this offering, and our securities could trade below the initial public offering price.

 

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In addition, if the stock market for media companies, or the stock market generally, experiences a loss of investor confidence, the trading price of our securities could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our securities might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Historically, securityholders have filed securities class action litigation against companies following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, and divert resources and the attention of management from our business, which could have a material adverse effect on our business, results of operations or financial condition.

Sales of substantial shares of our common stock into the public market after this offering, including when the “lock-up” period ends, or the perception that such sales might occur, could cause the market price of our common stock to decline.

Sales of substantial shares of our common stock into the public market after this offering, including when the “lock-up” or “market standoff” period ends, or the perception that such sales might occur, could cause the market price of our securities to decline and may make it more difficult for you to sell your securities at a time and price that you deem appropriate. Upon completion of this offering, we will have approximately              million shares of common stock outstanding, assuming no exercise of the Warrants included in the Units. All of the securities sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our “affiliates” as defined in Rule 144 under the Securities Act.

Subject to exceptions described under the caption “Underwriting,” we, all of our directors and officers and substantially all of the holders of our capital stock and securities convertible into, or exchangeable for, our capital stock have agreed not to offer, sell or agree to sell, directly or indirectly, any shares of common stock without the permission of Roth Capital Partners, LLC for a period of 180 days from the date of this prospectus. When the lock-up period expires, we, our directors and officers and locked-up stockholders will be able to sell shares into the public market, subject, in the case of certain stockholders, to provisions of the Stockholders’ Agreement. See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement”.

Roth Capital Partners, LLC may, in its sole discretion, permit us and our directors and officers and locked-up stockholders to sell shares prior to the expiration of the restrictive provisions contained in the “lock-up” agreements with the underwriters.

Holders of up to approximately              million shares, or             %, of our common stock after this offering (assuming no exercise of the underwriters’ option to purchase additional shares), will have rights to require us to file registration statements covering the sale of such shares or to include such shares in registration statements that we may file for ourselves or other stockholders. We also intend to register the offer and sale of all shares of common stock that we may issue under our equity compensation plans. The market price of our securities could decline as a result of the sale of substantial shares of our common stock into the public market after this offering, or the perception that such sales might occur.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

The initial public offering price of the Units is substantially higher than the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Therefore, if you purchase Units in this offering, you will incur an immediate dilution of $             in net tangible book value per share from the price you paid, based on an assumed initial public offering price of $             per Unit share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), assuming no exercise of the Warrants included in the Units, no value is attributed to the Units or the Warrants and the Units and Warrants are classified and accounted for as equity. The exercise by the underwriters of the over-allotment option, will result in further

 

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dilution. In addition, if we raise additional funds by issuing equity securities or issue our equity securities in connection with acquisitions, our stockholders may experience further dilution. For a detailed description of the dilution that you will experience immediately after this offering, see “Dilution.”

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective upon the closing of this offering, may have the effect of delaying or preventing a change of control or changes in our management. Some of these provisions:

 

   

authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock and up to 100,000,000 shares of authorized common stock;

 

   

require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

 

   

specify that special meetings of our stockholders can be called only by the chair of our board of directors or by the secretary upon the direction of our board of directors;

 

   

establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

 

   

establish a classified board of directors so that not all members of our board of directors are elected at one time;

 

   

require the approval of the holders of at least a majority of the voting power of all outstanding shares of voting stock in order for our stockholders to amend or repeal our amended and restated bylaws;

 

   

provide that our directors may be removed only for cause; and

 

   

provide that vacancies on our board of directors may, except as otherwise required by law, be filled only by a majority of directors then in office, even if less than a quorum.

Additionally, pursuant to the Stockholders’ Agreement described under “Certain Relationships and Related Party Transactions—Stockholders’ Agreement”, certain stockholders will agree with us to vote all of their shares of our common stock for the Company’s nominees to the board of directors at each meeting at which such matter is presented for a vote.

In addition, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us. Furthermore, our amended and restated certificate of incorporation and amended and restated bylaws that will go into effect prior to the closing of this offering specify that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders; provided that the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, the Securities Act or any claim for which the federal courts have exclusive jurisdiction. We believe this provision benefits us by providing increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, the provision may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws to be inapplicable or unenforceable in such action.

 

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These anti-takeover provisions and other provisions in our amended and restated certificate of incorporation and amended and restated bylaws that will go into effect prior to the closing of this offering could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by the then-current board of directors and could also delay or impede a merger, tender offer or proxy contest involving our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing or cause us to take other corporate actions you desire. Any delay or prevention of a change of control transaction or changes in our board of directors could cause the market price of our common stock to decline.

You will have limited rights to elect or remove members of our board of directors.

Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering provide that our board of directors shall consist of between one and fifteen members, with the exact number of directors to be determined by vote of our board. Upon consummation of this offering, our board of directors will consist of four members. However, under the terms of the Stockholders’ Agreement, the founders and one of our existing investors will have the right, subject to certain conditions, to nominate for election two additional members to our board of directors. The Stockholders’ Agreement requires all of our existing equityholders to vote in favor of the election of such nominees, which will substantially limit the right of investors in this offering to elect or remove such nominees.

We may choose to redeem our outstanding Warrants at a time that is disadvantageous to our Warrant holders.

We may redeem the Warrants issued as a part of the Units at any time after the Warrants become exercisable in whole and not in part, at a price of $0.01 per Warrant, upon a minimum of 30 days prior written notice of redemption, if and only if the last sales price of our common stock equals or exceeds 200% of the initial public offering price per Unit in this offering (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of our common stock occurring after the issuance date) for any 20-trading-day period ending three business days before we send the notice of redemption. If at any time during the exercise period for the Warrants there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock underlying the Warrants, then the Warrants may only be exercised by means of a “cashless exercise” according to a formula set forth in the Warrant agreement. Redemption of the Warrants could force the Warrant holders to (i) exercise the Warrants and pay the exercise price at a time when it may be disadvantageous for the holders to do so, (ii) sell the Warrants at the then current market price when they might otherwise wish to hold the Warrants, or (iii) accept the nominal redemption price which, at the time the Warrants are called for redemption, is likely to be substantially less than the market value of the Warrants.

Certain Warrant holders are unlikely to receive direct notice of redemption of our Warrants.

We expect most purchasers of our Warrants will hold their securities indirectly in “street name” through a financial intermediary that is a participant in the Depositary Trust Company and not in their own names. Consequently those holders are unlikely to receive notice directly from us that the Warrants are being called for redemption. If you fail to receive notice of redemption from a third party holder of your Warrants and your Warrants are redeemed for nominal value, you will not have recourse against us.

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation and amended and restated bylaws which will become effective prior to the closing of this offering will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for the following civil actions:

 

   

any derivative action or proceeding brought on our behalf;

 

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any action asserting a claim of breach of a fiduciary duty by any of our directors, officers or stockholders owed to us or our stockholders;

 

   

any action arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws; or

 

   

any action asserting a claim against us governed by the internal affairs doctrine.

Notwithstanding the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, the Securities Act or any claim for which the federal courts have exclusive jurisdiction.

If any such action is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder will be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce such actions and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or stockholders, which may discourage such lawsuits against us and our directors, officers and stockholders. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation and amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition or results of operations.

We have never paid cash dividends on our capital stock, and we do not anticipate paying cash dividends in the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. In addition, our credit facility restricts, and we may enter into credit agreements or other borrowing arrangements in the future that will restrict, our ability to declare or pay cash dividends on our common stock. We currently intend to retain any future earnings to fund the growth of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future.

Our inability to raise additional capital on acceptable terms in the future may limit our ability to expand our operations.

If our available cash balances, net proceeds from this offering and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, including because of lower demand for our creative content as a result of other risks described in this “Risk Factors” section, we may seek to raise additional capital through equity offerings, debt financings, collaborations or licensing arrangements. We may also consider raising additional capital in the future to expand our business, pursue strategic investments, take advantage of financing opportunities, or other reasons. Additional funding may not be available to us on acceptable terms, or at all. If we raise funds by issuing equity securities, dilution to our securityholders could result. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings could impose significant restrictions on our operations. The incurrence of indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity and other

 

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operating restrictions that could adversely affect our ability to conduct our business and pursue acquisitions. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our securities to decline. If we do not have, or are not able to obtain, sufficient funds, we may have to delay strategic opportunities, investments or projects. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of, or eliminate some or all of our creative work. Any of these actions could have a material adverse effect on our business, results of operations or financial condition.

Our founders will continue to have substantial control over our company after this offering which could limit your ability to influence the outcome of key decisions, including a change of control.

Our common stock has one vote per share. Our founders and their affiliates, will together hold approximately         % of the voting power of our outstanding capital stock following this offering (or         % if the underwriters’ over-allotment option to purchase additional shares in this offering is exercised in full), assuming no exercise of the Warrants included in the Units. As a result, our founders will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval so long as their ownership of our common stock is at least 50%. Additionally, under the Stockholders’ Agreement, for so long as our founders collectively hold at least 15% of our outstanding common stock, a committee established by the founders will have the right to nominate one person for election to our board of directors once every three years (i.e., to one of the three classes of the board). Similarly, under the Stockholders’ Agreement, for so long as the sole stockholder of All Asia Digital Entertainment Inc. holds at least 5% of our outstanding common stock, it will also have the right to nominate one person for election to our board of directors once every three years. At the closing of this offering, the sole stockholder of All Asia Digital Entertainment Inc. will hold approximately     % of our common stock (or     % if the underwriters’ over-allotment option to purchase additional shares in this offering is exercised in full). The Stockholders’ Agreement requires all of our existing equityholders to vote in favor of the election of such nominees. The founders’ concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, and could impede the election of directors, amendments of our organizational documents, acquisitions of other companies and businesses, a change of control of the company, any merger, consolidation, sale of all or substantially all of our assets, and other major corporate transactions that could maximize value for all securityholders, even if approved by a majority of the board of directors.

The founders may have interests that conflict with those of investors in this offering and no assurance can be given that our company will be managed in the best interest of our other stockholders.

The founders may have interests in the management and operations of our company that are different from and may, in certain situations conflict with, the interests of our other stockholders. As a result of these potentially divergent interests, the founders may cause our company to be managed for their benefit and to the detriment of investors who purchase Units in this offering. Because we have agreed to indemnify and hold harmless the founders to the maximum extent permitted by applicable law, you may have no effective recourse against the founders if they do not act in the best interests of the other stockholders.

We have broad discretion in the use of net proceeds that we receive in this offering and we may not use them effectively.

We currently intend to use the net proceeds from this offering for working capital and other general corporate purposes. We may use a portion of such net proceeds to acquire complementary businesses or technologies. However, we do not have agreements or commitments for any acquisitions at this time. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering. The failure by our management to apply these funds effectively could have a material adverse effect on our business, results of operations or financial condition.

 

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The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of The Nasdaq Capital Market, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal control over financial reporting. Significant resources and management oversight will be required to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard. As a result, management’s attention may be diverted from other business concerns, which could harm our business, results of operations or financial condition. We expect to but have not yet hired additional employees to comply with these requirements and we may need to hire even more employees in the future than we currently anticipate, which will increase our costs and expenses. In addition, after we no longer qualify as an “emerging growth company” and a “smaller reporting company,” we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

We also expect to obtain director and officer liability insurance as a result of being a public company and these new rules and regulations. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage than that for a private company. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

If we fail to maintain or implement effective internal control, we may not be able to report financial results accurately or on a timely basis, or to detect fraud, which could have a material adverse effect on the market price of our securities.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting. We expect to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We also expect to improve our internal control over financial reporting. We anticipate that we will expend significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our securities. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Nasdaq Capital Market.

 

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We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” or a “smaller reporting company” as defined in SEC rules. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.

We are an “emerging growth company” and a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to those companies will make our securities less attractive to investors.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of exemptions from various requirements that are applicable to public companies that are not “emerging growth companies” including, not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions for so long as we are an “emerging growth company,” which will be until the earlier of (1) January 1, 2024, (2) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (3) the last day of a three-year period during which we have issued more than $1 billion in non-convertible debt and (4) the date on which we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act. Even after we no longer qualify as an “emerging growth company,” we may still qualify as a “smaller reporting company” which would allow us to take advantage of many of the same exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Investors may find our securities less attractive because we rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities, and the market price of our securities may be more volatile and may decline.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. We currently intend to utilize the allowable extended transition period. However, if we chose to “opt out” of such extended transition period, we will be required to comply with new or revised accounting standards on the relevant dates adoption of such standards is required for non-emerging growth companies. A decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, the market prices and trading volumes of our securities could decline.

The trading markets for our securities will partially depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our securities or change their opinion of our business prospects, the market prices of our securities would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the market prices or trading volumes of our securities to decline.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “could”, “intends”, “target”, “projects”, “contemplates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

 

   

our future financial and results of operations;

 

   

our growth plans;

 

   

our business plan and our ability to effectively manage our growth;

 

   

our ability to attract and retain brands and advertising agencies;

 

   

the effects of increased competition in our market and our ability to compete effectively;

 

   

our plans to use the proceeds from this offering;

 

   

estimates of our expenses, future revenues, capital requirements, our needs for additional capital and our ability to obtain additional capital;

 

   

our ability to attract and retain qualified directors, employees and key personnel such as our founders while maintaining our corporate culture;

 

   

future acquisitions of or investments in complementary companies; and

 

   

the effects of trends on, and fluctuations in, our results of operations.

We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section captioned “Risk Factors” and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Furthermore, new risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus or to conform such statements to actual results or revised expectations, except as required by law.

 

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USE OF PROCEEDS

We estimate that the net proceeds from the sale of the Units in this offering will be approximately $             million, based upon the assumed initial public offering price of $             per Unit (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering expenses payable by us. If the underwriters’ over-allotment option to purchase additional Units in this offering is exercised in full, we estimate that the net proceeds will be approximately $             million, after deducting the underwriting discount and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed initial public offering price of $             per Unit would increase (decrease) the net proceeds that we receive from this offering by approximately $             million, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million in the number of Units offered by us would increase (decrease) the net proceeds that we receive from this offering by approximately $             million, assuming that the assumed initial public offering price per Unit remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

We will not receive any proceeds from the issuance of shares of common stock issuable upon exercise of the Warrants unless and until such Warrants are exercised. If the Warrants were fully exercised, we would receive additional proceeds of up to approximately $         million, based upon the assumed initial offering price of $             per Unit (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus).

The principal purposes of this offering are to increase our financial flexibility, create a public market for our securities and to facilitate future access to the public equity markets for us and our stockholders. We currently intend to use the net proceeds from this offering for working capital and other general corporate purposes. We may use a portion of such net proceeds to acquire complementary businesses or technologies. However, we do not have agreements or commitments for any acquisitions at this time.

Our management will have broad discretion in the application of the net proceeds from this offering, and investors will be relying on our judgment regarding the application of the net proceeds from this offering. Pending the use of proceeds from this offering as described above, we intend to invest such net proceeds in short-term and long-term interest-bearing obligations, including government and investment-grade debt securities and money market funds.

 

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DIVIDEND POLICY

PCI Media, Inc. has never declared or paid cash dividends on its capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any determination to pay dividends on our capital stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors considers relevant. In addition, the terms of our credit facility contain restrictions on our ability to pay dividends. For further information regarding our credit facility, see the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility,” “Risk Factors—Risks Related to Our Business and Industry—Our credit facility imposes significant limitations on our business operations,” and the notes to our audited consolidated financial statements in this prospectus.

 

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CAPITALIZATION

The following table sets forth cash, as well as our capitalization, as of March 31, 2019:

 

   

on an actual basis;

 

   

on a pro forma basis to give effect to (i) the completion of the Contribution and Merger Transactions, and (ii) the filing and effectiveness of our amended and restated certificate of incorporation prior to the consummation of this offering; and

 

   

on a pro forma as adjusted basis to give further effect to the issuance and sale by us of              Units in this offering, and the receipt of the net proceeds from our sale of these shares at an assumed initial public offering price of $                 per Unit, the midpoint of the price range on the cover page of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us. The table below assumes no exercise of the Warrants included in the Units, no value is attributed to the Units or the Warrants, and the Units and Warrants are classified and accounted for as equity.

You should read this information together with the information provided under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Summary Financial Data” as well as our consolidated financial statements and the related notes, appearing elsewhere in this prospectus.

 

     As of March 31, 2019  
         Actual         Pro
    Forma    
     Pro Forma
    As Adjusted(1)    
 
     (in thousands, except share and per share data)  

Cash

   $ 1,615     $        $    
  

 

 

   

 

 

    

 

 

 

Total Long-term debt

   $ 4,103     $        $    

Stockholders’/members’ equity:

       

Members’ equity

     446       —          —    

Preferred stock, $0.001 par value; no shares authorized, issued and outstanding, actual; 10,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted

     —         

Common stock, $0.001 par value; 1,000 shares authorized, 1 share issued and outstanding, actual; 100,000,000 shares authorized,              shares issued and outstanding, pro forma; 100,000,000 shares authorized,              shares issued and outstanding, pro forma as adjusted

     —         

Additional paid-in capital

       

Accumulated other comprehensive loss

     (152     

Total stockholders’/members’ equity

     294       
  

 

 

   

 

 

    

 

 

 

Total capitalization

   $ 4,397     $        $    
  

 

 

   

 

 

    

 

 

 

 

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $                 per Unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of cash, total stockholders’ equity and total capitalization by approximately $             million, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. We may also increase or decrease the number of Units we are offering. Each increase (decrease) of 1.0 million in the number of Units offered by us would increase (decrease) the pro forma as adjusted amount of cash, total stockholders’ equity and total capitalization by approximately $             million, assuming that the assumed initial public offering price per Unit remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

 

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The table above is based on                 shares of our common stock outstanding on a pro forma basis as of March 31, 2019, after giving effect to the Contribution and Merger Transactions, and excludes, as of that date, the following:

 

   

             shares of common stock, subject to annual increases, reserved for future grant or issuance under our 2019 Plan, which will become effective in connection with the completion of this offering;

 

   

             shares of common stock, subject to annual increases, reserved for future grant or issuance under the ESPP, which will become effective in connection with the completion of this offering;

 

   

shares issuable upon vesting of restricted stock units to be granted to our non-employee directors under the 2019 Plan in connection with this offering as described in “Executive Compensation – Director Compensation – Post-IPO Compensation Program”; and

 

   

             shares issuable upon the exercise of options to be granted to our Chief Executive Officer under the 2019 Plan in connection with this offering as described in “Executive Compensation – Executive Compensation Arrangements – D. Hunt Ramsbottom Employment Agreement”.

 

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DILUTION

If you invest in our securities in this offering, your interest in our common stock will be immediately diluted to the extent of the difference between the initial public offering price per Unit in this offering and the pro forma as adjusted net tangible book value per share of our common stock after this offering. Such calculation does not reflect any dilution associated with the sale and exercise of Warrants. As of March 31, 2019, we had a historical net tangible book value of $                 million. Our net tangible book value represents total tangible assets less total liabilities. Our pro forma net tangible book value at March 31, 2019, before giving effect to this offering, was $                 million, or $                 per share of our common stock. Pro forma net tangible book value, before the issuance and sale of shares in this offering, gives effect to:

 

   

the Contribution and Merger Transactions; and

 

   

the filing and effectiveness of our amended and restated certificate of incorporation prior to the consummation of this offering.

After giving further effect to the assumed sale of                  Units in this offering at an assumed initial public offering price of $                 per Unit, the midpoint of the price range set forth on the cover page of this prospectus, assuming no exercise of the Warrants included in the Units, no value is attributed to the Units or the Warrants, and the Units and Warrants are classified and accounted for as equity, and after deducting the underwriting discount and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at March 31, 2019 would have been approximately $                 million, or approximately $                 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $                 per share to existing stockholders and an immediate dilution of $                 per share to new investors. The following table illustrates this per share dilution:

 

Assumed initial public offering price per Unit

      $                

Pro forma net tangible book value per share as of March 31, 2019

   $                   

Increase in pro forma net tangible book value per share attributable to investors purchasing shares in this offering

  
 

            

 
  
  

 

 

    

Pro forma as adjusted net tangible book value per share

     
 

            

 
     

 

 

 

Dilution in pro forma as adjusted net tangible book value per share to investors in this offering

      $                
     

 

 

 

A $1.00 increase (decrease) in the assumed initial public offering price of $                 per Unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease), our pro forma as adjusted net tangible book value per share after this offering by $                , and would increase (decrease) dilution per share to new investors in this offering by $                , assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

If the underwriters fully exercise their option to purchase additional Units and all such Units are sold by us, our pro forma as adjusted net tangible book value after this offering would increase to approximately $                 per share, the dilution to investors in this offering would be approximately $                 per share.

 

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The following table shows, as of March 31, 2019, on a pro forma as adjusted basis, after giving effect to the pro forma adjustments described above, the number of shares of common stock purchased from us, the total consideration paid to us and the average price paid per share by existing stockholders and by new investors purchasing Units in this offering at an assumed initial public offering price of $                 per Unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, assuming no exercise of the Warrants included in the Units and no value is attributed to the Units or Warrants and before deducting the underwriting discount and estimated offering expenses payable by us (in thousands, except per share amounts and percentages):

 

     Shares Purchased     Total Consideration     Average Price
Per Share
 
     Number      Percent     Amount      Percent  

Existing stockholders

  
 

            

 
                $                                 $            

New investors

             $    
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total

  
 

            

 
               
 

            

 
   $            
 

        

 
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

A $1.00 increase (decrease) in the assumed initial public offering price of $                 per Unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors and total consideration paid by all stockholders by approximately $                 million, assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million Units in the number of Units offered by us would increase (decrease) the total consideration paid by new investors and total consideration paid by all stockholders by approximately $                 million, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed initial public offering price of $                 per Unit would increase (decrease) the number of shares of our common stock issued to existing stockholders but would not increase the total consideration paid by them in the Contribution and Merger Transactions. Assuming that the initial public offering price remains the same, an increase (or decrease) in the number of Units offered by us in this offering would not increase (or decrease) the number of shares we will issue to existing stockholders in the Contribution and Merger Transactions.

The tables and discussion above are based on                  shares of our common stock outstanding on a pro forma basis as of March 31, 2019, after giving effect to the Contribution and Merger Transactions, and exclude, as of that date, the following:

 

   

                 shares of common stock, subject to annual increases, reserved for future grant or issuance under our 2019 Plan, which will become effective in connection with the completion of this offering;

 

   

                 shares of common stock, subject to annual increases, reserved for future grant or issuance under the ESPP, which will become effective in connection with the completion of this offering;

 

   

shares issuable upon vesting of restricted stock units to be granted to our non-employee directors under the 2019 Plan in connection with this offering as described in “Executive Compensation – Director Compensation – Post-IPO Compensation Program”; and

 

   

                 shares issuable upon the exercise of options to be granted to our Chief Executive Officer under the 2019 Plan in connection with this offering as described in “Executive Compensation – Executive Compensation Arrangements – D. Hunt Ramsbottom Employment Agreement”.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the headings “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” Certain amounts in the tables below may not total due to rounding.

Company Overview

We are a media company that creates innovative and award-winning content for our customers which include some of the world’s most well-known brands. We create content for commercials, television series, digital and social media, experiential and influencer platforms and virtual reality (VR) and augmented reality (AR) experiences. We believe our content is highly creative, engages large audiences and influences their behavior. Our work has generated billions of views and impressions on digital platforms and has reached television audiences in over two hundred countries. Our commercial content is broadcasted regularly during the world’s largest televised events, including the Olympic Games, the World Cup and the Super Bowl.

Comparability to Future Results

Prior to this offering, we were organized as a limited liability company and treated as a pass-through entity for U.S. federal income tax purposes. As a result, we were not subject to U.S. federal income tax, and our income statements did not contain a provision for such taxes and our balance sheets did not contain assets or liabilities relating to such taxes. In addition, profits and losses from our business were passed through to our members, primarily our founders. Because of our organizational structure, the founders received a substantial portion of their compensation from their pro rata share of our profits.

In connection with this offering, we have reorganized our business as a corporation subject to U.S. federal income taxation. In future periods, we will record expenses and/or benefits relating to income taxes on our consolidated income statements and related tax assets and/or liabilities on our balance sheets. The pro forma effects of this change in our structure are presented above under “Summary Consolidated Financial Data.”

In connection with this offering, we are entering into Employment Agreements with each of our founders and Services Agreements with entities affiliated with each of our founders under which we have agreed to pay an aggregate of not less than $1.75 million per year. See “Certain Relationships and Related Party Transactions—Founders Agreements.” These agreements will result in a material increase in our selling, general and administrative expenses in periods following the offering.

As a result of the matters described above, the consolidated financial statements included in this prospectus may not be comparable to our consolidated financial statements for periods ending after this offering.

Factors Affecting Our Operating Results

Various factors are expected to continue to affect our future results of operations, including the following:

Quarterly Fluctuations in Revenues.    Our revenues, cash flows from operations, operating results and other key operating and financial measures may vary from quarter to quarter due to production schedules and project volume. We have limited control over the timing and mix of individual projects which could result in material fluctuations of our revenues, cash flows from operations, operating results and other key operating and financial measures from period to period.

 

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Public Company Expenses.    Following the completion of this offering, we expect to incur additional professional fees and other expenses as a result of being a public company. We expect such costs will be significant and will adversely impact our results of operations and cash flows. In addition, we expect to increase our staff as our operations grow and as we integrate potential future acquisitions. We intend to invest appropriate resources to properly manage our business, and this investment will likely result in future increases in general and administrative expenses.

Acquisitions.    One of our business strategies is to pursue acquisitions in related businesses. We may pursue acquisitions of additional businesses that provide services within our current core product offerings, extend our geographic reach and expand our product offerings. If completed, acquisitions could have significant effects on our business, financial condition and results of operations. We cannot assure you that we will enter into any definitive acquisition agreements on satisfactory terms, or at all. Costs associated with potential acquisitions are expensed as incurred, and could be significant.

Components of Our Financial Performance

In assessing the financial performance of our business, we consider various financial and operating metrics, including the following:

Contract Revenues.    We derive our contract revenues from a broad number of customers and projects. Most commonly, our customers are advertising agencies that are the contracting agency on behalf of brands. We might service a number of different brands through a single customer, nonetheless, no single customer will typically generate more than 20% of our revenues in any given year. Projects usually extend over two or four months but can be as short as a few weeks and no project to date has been longer than eight months, with the exception of branded entertainment. When we enter into contracts, we believe we can reasonably project the timing of its revenues, costs and cash flows.

We control the timing and mix of individual projects as they are in production; however, we do not have extended visibility into future projects as clients’ campaigns and needs can change dramatically due to market conditions and marketing strategies. This dynamic leads to management’s limited ability to accurately project revenues and expenses from future projects.

Effective January 1, 2019, we adopted Financial Accounting Standards Board (the “FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method (i.e. applied prospectively January 1, 2019 without revising prior periods). The adoption of ASC 606 did not have a material impact on our consolidated financial statements.

In accordance with ASC 606, our revenue is recognized when a customer obtains control of the promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

We primarily generate revenue from fixed-price contracts, where revenue is recognized over time as work is completed. Accordingly, earnings are recognized on a contract-by-contract basis in the ratio that actual costs incurred bear to total estimated costs, as determined by management (the cost-to-cost method). Using the cost-to-cost method, revenues are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total

 

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estimated costs, multiplied by the total estimated contract revenue, less accumulated revenue recognized in prior periods.

To determine the proper revenue recognition method for contracts with customers, we evaluate whether two or more contracts should be combined and accounted for as one single performance obligation and whether a single contract should be accounted for as having multiple performance obligations. ASU 2014-09 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. While the nature of our contracts promises to deliver multiple goods and services, these services are highly interdependent and interrelated and our customer is purchasing the final deliverable not the individual items and accordingly such goods and services are considered a single performance obligation. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively our best estimate of the standalone selling price of each distinct performance obligation in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The nature of the our contracts do not have variable consideration, such as liquidated damages, volume discounts, performance bonuses, incentive fees, and other terms that can either increase or decrease the transaction price. In contrast, the contracts are often modified to account for changes in contract specifications or requirements. Costs associated with contract modifications are included in the estimated costs to complete the contracts and are treated as project costs when incurred. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. In some cases, settlement of contract modifications may not occur until after completion of work under the contract.

As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the cumulative impact of the profit adjustment is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full in the period it is identified.

We estimate the collectability of contract amounts at the same time that we estimate project costs. If we anticipate that there may be issues associated with the collectability of the full amount calculated as the transaction price, we may reduce the amount recognized as revenue to reflect the uncertainty associated with realization of the eventual cash collection.

The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue recognition, resulting in unbilled revenue, which is a contract asset. However, we usually receive advances or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is a contract liability.

Our backlog for awarded projects at March 31, 2019 was approximately $8.6 million. Backlog refers to projects for which the client has requested work and we have entered into a contract but which has not yet been completed. Such contracts are cancellable but there are penalty provisions associated with such cancellations. Substantially all of our backlog as of March 31, 2019 is expected to be completed in 2019 due to the short-term nature of the projects.

Cost of Contract Revenues.    Cost of contract revenues includes all labor and related benefits, subcontractors, software maintenance and other direct costs related to contract performance such as equipment rental, travel,

 

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supplies and other production costs. Also included in cost of contract revenues are occupancy costs and depreciation. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Selling, General and Administrative Expenses.    Selling, general and administrative expenses include expenses related to administration employees, sales personnel, software engineers and other technical support personnel, expendable computer software and equipment, professional fees, facilities expenses and other operating expenses not directly related and/or allocable to projects. Additionally, we utilize external sales personnel that are paid commissions based on projects they secure.

Interest Income (Expense).    Our interest income consists of interest earned on our cash and cash equivalents. Interest expense consists of interest incurred on the outstanding balance under our credit facility with our financial institution, interest on a note payable to a former executive relating to the repurchase of his member interests, as well as interest on the amount payable for the 40% interest we acquired in Broken Bone Club Limited.

Results of Operations

The following table sets forth certain information regarding our consolidated results of operations for the periods indicated:

 

     Three Months Ended
March 31,
    Year Ended December 31,  
             2019                     2018                     2018                     2017          
                 (in thousands)  

Contract revenues

   $ 15,056     $ 14,410     $ 57,367     $ 61,962  

Cost of contract revenues

     11,997       11,270       45,395       45,273  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     3,059       3,140       11,972       16,690  

Selling, general and administrative expenses

     3,656       3,576       14,212       16,184  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (597     (436     (2,240     505  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense):

        

Interest income

     -       -       -       7  

Interest expense

     (28     (43     (139     (161

Other expense

     (70     (21     (77     (137
  

 

 

   

 

 

   

 

 

   

 

 

 
     (98     (64     (216     (291
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income tax benefit (expense)

     (695     (500     (2,456     215  

Income tax benefit (expense)

     12       99       116       (17
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income from equity method investment

     (683     (401     (2,340     198  

Income from equity method investment

     3       -       219       -  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (680   $ (401   $ (2,121   $ 198  

Other comprehensive income:

        

Foreign currency translation gain (loss)

     9       -       (9     18  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ (671   $ (401   $ (2,130   $ 216  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Comparison of Three Months Ended March 31, 2019 and Three Months Ended March 31, 2018

Contract Revenues. Contract revenues increased $0.6 million, or 4.5%, from $14.4 million for the three months ended March 31, 2018 to $15.1 million for the three months ended March 31, 2019. The increase was primarily attributable to an increase in our live action revenues that was partially offset by a decrease in our animation revenue and production services revenue. The increase in live action revenues and reduction in animation and production services revenue were the result of normal variation in sales volume across our customer base.

Cost of Contract Revenues. Cost of contract revenues increased by approximately $0.7 million for the three months ended March 31, 2019 to $12.0 million compared to $11.3 million for the three months ended March 31, 2018. This increase is primarily attributable to an increase in live action production expense because of the increase in live action revenues, partially offset by decreases in animation and production services labor costs resulting from lower revenues.

Gross profit was approximately flat year over year at $3.1 million for the three months ended March 31, 2019 and 2018 as a result of the factors described above.

Gross margin decreased approximately 1.5% from 21.8% for the three months ended March 31, 2018 to 20.3% for the same period in 2019. The decrease in gross margin was the result of the variation in the mix of revenues period over period as live action revenues typically will have lower gross margins than animation. During the three months ended March 31, 2019 live action revenues increased and animation revenues decreased compared to the prior year. In the ordinary course of business, there is normal variability in the revenue mix from quarter to quarter.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by approximately $0.1 million, from $3.6 million for the three months ended March 31, 2018 to $3.7 million for the three months ended March 31, 2019. The increase was primarily a result of increases in professional fees related to this offering partially offset by reductions in staff costs and travel and entertainment costs.

Net interest expense. Net interest expense was approximately flat and less than $0.1 million for the three months ended March 31, 2019 and 2018.

Comparison of Year Ended December 31, 2018 and Year Ended December 31, 2017

Contract revenues.    Contract revenues declined $4.6 million, or 7.4%, from $62.0 million for the year ended December 31, 2017 to $57.4 million for the year ended December 31, 2018. The decrease was primarily attributable to a reduction in our animation and live action revenues that was partially offset by an increase in our production services revenue. The reduction in animation and live action revenues and the increase in production services revenue were the result of normal variation in sales volume across our customer base.

Cost of contract revenues.    Cost of contract revenues was approximately flat at $45.4 million for the year ended December 31, 2018 compared to $45.3 million for the year ended December 31, 2017.

Gross profit declined from $16.7 million for the year ended December 31, 2017 to $12.0 million for the year ended December 31, 2018. The decline in gross profit was a result of the decline in revenues coupled with the decline in gross margin described below.

Gross margin decreased approximately 6.1% from 26.9% for the year ended December 31, 2017 to 20.9% for the year ended December 31, 2018. The decrease in gross margin was primarily attributable to a decline in our animation product offerings gross margin. The decline in animation product offering gross margin year-over-year was the result of variation in the mix of our projects. In the ordinary course of business, there is normal variability in the gross margin from project to project.

 

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Selling, general and administrative expenses.    Selling, general and administrative expenses declined approximately $2.0 million, or 12.2%, from $16.2 million for the year ended December 31, 2017 to $14.2 million for the year ended December 31, 2018. The decrease was primarily attributable to reductions in staff costs of approximately $1.5 million, occupancy costs of $0.4 million, leasehold amortization of $0.3 million, sales commissions of $0.3 million and insurance expense of $0.1 million, partially offset by increases in professional fees primarily related to this offering of $0.8 million.

Net interest expense.    Net interest expense was approximately flat at $0.14 million for the year ended December 31, 2018 and $0.15 million for the year ended December 31, 2017.

Liquidity and Capital Resources

Our principal sources of liquidity at March 31, 2019 consisted of cash and cash equivalents of approximately $1.6 million and $2.0 million of cash available under our line of credit.

We have historically financed our operations through cash flows from operations, cash on hand and borrowings under our credit facility. We incurred losses from operations of approximately $0.7 million and $2.1 million for the three months ended March 31, 2019 and for the year ended December 31, 2018, respectively. As of March 31, 2019, we have a working capital deficit of approximately $1.8 million and negative cash flows from operations of approximately $2.6 million. Management believes that the business operations have improved and will continue to improve as a result of reductions in staff, facility consolidations and new client business wins. The backlog of projects as of May 1, 2019 is $9.1 million and our pitch activity remains strong. Management believes that our current cash coupled with our $2.0 million of availability under our line of credit are adequate to meet our needs for the next twelve months. We anticipate that we will continue to obtain funding to meet our working capital needs under the line of credit beyond its currently scheduled maturity based on historical experience and our relationship with our lender. We may also seek additional borrowings or raise additional equity to achieve our long-term business objectives.

As discussed above, we derive a substantial amount of our revenues from a diverse and changing group of advertising agencies who engage us on a project-by-project basis. Advance payments on these commercial projects help fund our operations, but may fluctuate significantly from quarter-to-quarter depending on production schedules and project volume. Thus, we have limited visibility into our future cash flows beyond contracts that have been signed and are in process. We have little control over the timing and mix of individual projects, which limits our ability to predict our future operations and related cash flows.

Historically, our primary cash expenditures have been dedicated to the payment of salaries and wages to our employees and fees to our freelancers. Other areas that require significant portions of our expenditures are commissions paid to sales representatives, occupancy costs and expenditures on technological equipment.

We do not expect to make significant internal investments in equipment over the next three years outside of the normal maintenance required to refresh our production pipeline. We plan to invest approximately $0.7 million in connection with the consolidation and buildout of one of our Los Angeles facilities. We plan to sublease the other Los Angeles facility.

In April 2017, we purchased 85,000 Class B-2 units from our former Chief Operating Officer for $1.2 million which is being paid in four equal annual installments of $300,000 beginning March 15, 2018 and ending of March 15, 2021.

In May 2017, we purchased 225,000 Class B-1 units from an entity owned by our former Chief Executive Officer for $3.5 million, which is being paid, pursuant to an amended agreement with our former Chief Executive Officer, as follows: $500,000 in May 2017; $500,000 in March 2018; $750,000 prior to the end of 2019; $750,000 in March 2020; and $1.0 million in March 2021. The unpaid amount of these payment obligations bear interest at a rate of 3% per annum.

 

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In April 2018, we acquired a 40% interest in Broken Bone Club Limited, a private limited company incorporated in England and Wales for 1.25 million Great Britain Pounds (“GBP”) (or USD $1.8 million). We paid 250,000 GBP (or approximately USD $355,000) at the closing of the transaction and are required to pay the remaining 1 million GBP (or USD $1.4 million) in 48 equal monthly installments, with unpaid amounts bearing interest at 3% per annum, starting from May 10, 2018. Broken Bone Club Limited is a holding company, the sole assets of which consist of shares of Golden Wolf Ltd and Golden Wolf, Inc. (collectively, “Golden Wolf”). Golden Wolf is an award-winning animation and video production company based in London that creates content targeted at millennial audiences. We acquired an interest in Broken Bone Club Limited because we believe Golden Wolf’s business strategically complements our core business and the acquisition allows for the expansion of our product offerings into the London market.

Future principal payments due under the arrangements described in the three paragraphs above for the years ending December 31 are as follows (in thousands):

 

2019 (After March 31)

   $ 994  

2020

     1,376  

2021

     1,626  

2022

     108  
  

 

 

 
   $ 4,104  
  

 

 

 

Our future capital requirements will depend on many factors, including our rate of sales growth. Although we currently are not a party to any agreement or letter of intent with respect to potential material investments in, or acquisitions of, complementary businesses, services or technologies, we may enter into these type of arrangements in the future, which could also require us to seek additional equity or debt financing. Such additional funds may not be available on terms favorable to us or at all. Debt financing, if obtained, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt and issuing shares of our common stock, and could increase our expenses and require that our assets secure such debt. Equity financing, if obtained, could result in dilution to our then existing stockholders and/or require such stockholders to waive certain rights and preferences.

We intend to use the net proceeds of this offering for working capital and other general corporate purposes. We may use a portion of the net proceeds to acquire complementary businesses or technologies. We believe that our cash flow from operations and net proceeds from this offering will be sufficient to fund our projected operating requirements for at least the next twelve months.

Selected Cash Flow Data

Net cash used in operating activities was $2.6 million for the three months ended March 31, 2019. This was primarily attributable to a net loss of $0.7 million, a decrease in accounts payable and other current liabilities of $1.7 million, an increase in contract assets of $0.8 million and an increased in prepaid expenses of $0.3 million. This was partially offset by a decrease in accounts receivable of $0.5 million and non-cash depreciation expenses of $0.3 million.

Net cash used in operating activities was $2.3 million for the three months ended March 31, 2018. This was primarily attributable to a net loss of $0.4 million, a decrease in accounts payable and other current liabilities of $1.7 million, an increase in costs and estimated earnings in excess of billings on uncompleted contracts of $0.5 million, a decrease in billings in excess of costs and estimated earnings on uncompleted contracts of $0.4 million and an increased in prepaid expenses of $0.3 million. This was partially offset by a decrease in accounts receivable of $0.3 million, an increase in long term liabilities of $0.3 million, a decrease in other assets of $0.2 million and non-cash depreciation expense of $0.3 million.

 

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Net cash used in investing activities was $0.1 million for the three months ended March 31, 2019 and consisted primarily of $0.1 million paid during the year for the investment in Golden Wolf.

Net cash used in investing activities was $0.1 million for the three months ended March 31, 2018 and consisted of $0.1 million of capital expenditures.

Net cash provided by financing activities was $0.3 million for the three months ended March 31, 2019 which consisted of $1.0 million in proceeds from our line of credit This was partially offset by $0.4 million of principal payments of bank notes payable and $0.3 million for the repurchase of membership units described above.

Net cash used in financing activities was $1.7 million for the three months ended March 31, 2018 which consisted of $0.3 million of principal payments of bank notes payable, $0.8 million for the repurchase of membership units described above and $0.5 million of profits distributed its members.

Net cash provided by operating activities was $1.3 million for the year ended December 31, 2018. This was primarily attributable to depreciation and amortization expense of $1.3 million, a decrease in accounts receivable of $1.4 million, a decrease in costs and estimated earnings in excess of billings on uncompleted contracts of $0.5 million and an increase in deferred rent of $0.3 million. This was partially offset by a net loss of $2.1 million and a decrease in billings in excess of costs and estimated earnings on uncompleted contracts of $0.2 million.

Net cash used in investing activities was $0.9 million for the year ended December 31, 2018 and consisted of $0.7 million paid during the year for the investment in Golden Wolf. The remaining $0.2 million was used for capital expenditures.

Net cash used in financing activities was $2.6 million for the year ended December 31, 2018 which consisted of $1.1 million of principal payments of bank notes payable, $0.8 million for the repurchase of membership units described above and $0.7 million of distributions to equity holders.

Net cash provided by operating activities was $0.4 million for the year ended December 31, 2017. This was primarily attributable to net income of $0.2 million, depreciation and amortization of $1.7 million, an increase in accounts payable and other current liabilities of $0.4 million, an increase in deferred rent of $0.3 million and a decrease in prepaid expenses and other assets of $0.3 million. This was partially offset by an increases in accounts receivable of $2.1 million and costs and estimated earnings in excess of billings on uncompleted contracts of $0.5 million.

Net cash used in investing activities was $0.6 million for the year ended December 31, 2017 which consisted of $0.3 million of capital expenditures and $0.3 million related to the purchase of an intangible asset.

Net cash used in financing activities was $1.8 million for the year ended December 31, 2017 which consisted of $1.3 million of principal payments of bank notes payable and $0.5 million for the repurchase of membership units described above.

Credit Facility

We maintain a credit facility with Bridgehampton National Bank. The credit facility currently consists of one term loan (Term Loan C) with an original aggregate principal amount of $3.0 million, a line of credit in the amount of $3.0 million and a letter of credit facility in the amount of $2.0 million for the issuance of standby letters of credit.

Term Loan B in the original amount of $1.0 million matured in March 2018 and bore interest at 5.75% per annum and was payable in 60 consecutive equal monthly installments of principal and interest in the amount of $18,836.

 

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Term Loan C in the amount of $3.0 million matures April 2019 and is payable in 36 consecutive equal monthly installments of principal and interest in the amount of $88,838 and bears interest at 4.5% per annum. At March 31, 2019, there is no balance outstanding under Term Loan C.

The line of credit matures on June 30 of each year and bears interest at a rate per annum equal to the greater of (i) the prime rate plus 1.0% or (ii) 4.5%. At December 31, 2018, no amounts were outstanding under the line of credit. Currently there is $1.0 million outstanding under the line of credit.

At March 31, 2019, two standby letters of credit were outstanding under our credit facility in the aggregate amount of $1.1 million, which have been issued to our landlords for two of our leased facilities.

The credit facility is guaranteed by our domestic operating subsidiaries. The credit facility is collateralized by all our and the guarantor subsidiaries’ assets. On May 31, 2018, the credit facility was amended to reduce the debt service coverage ratio from 1.50 to 1.00 to 1.25 to 1.00. As of December 31, 2018, the credit facility required us to comply with the following financial covenants: (a) a debt service coverage ratio of at least 1.25 to 1.00; and (b) a debt to equity ratio of not more than 2.00 to 1.00. As of December 31, 2018, we were in violation of the debt service coverage ratio covenant and the debt to equity ratio covenant. We subsequently received a waiver from the lender for both of these violations. As of December 31, 2018, our debt service coverage ratio was (0.38) to 1.00 and our debt to equity ratio was 3.89 to 1.00. Additionally, cash distributions paid to Psyop Media Company, LLC’s members in any fiscal year cannot exceed the operating cash flow generated in the immediately preceding fiscal year.

Off-Balance Sheet Transactions

As of March 31, 2019, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances. However, estimates inherently relate to matters that are uncertain at the time the estimates are made, and are based upon information then presently available. Actual results may differ significantly from these estimates under different assumptions or conditions.

Revenue Recognition

Effective January 1, 2019, we adopted Financial Accounting Standards Board (the “FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method (i.e. applied prospectively January 1, 2019 without revising prior periods). The adoption of ASC 606 did not have a material impact on our consolidated financial statements.

In accordance with ASC 606, our revenue is recognized when a customer obtains control of the promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the

 

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goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

We primarily generate revenue from fixed-price contracts, where revenue is recognized over time as work is completed. Accordingly, earnings are recognized on a contract-by-contract basis in the ratio that actual costs incurred bear to total estimated costs, as determined by management (the cost-to-cost method). Using the cost-to-cost method, revenues are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs, multiplied by the total estimated contract revenue, less accumulated revenue recognized in prior periods.

To determine the proper revenue recognition method for contracts with customers, we evaluate whether two or more contracts should be combined and accounted for as one single performance obligation and whether a single contract should be accounted for as having multiple performance obligations. ASU 2014-09 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. While the nature of our contracts promises to deliver multiple goods and services, these services are highly interdependent and interrelated and our customer is purchasing the final deliverable not the individual items and accordingly such goods and services are considered a single performance obligation. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively our best estimate of the standalone selling price of each distinct performance obligation in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The nature of the our contracts do not have variable consideration, such as liquidated damages, volume discounts, performance bonuses, incentive fees, and other terms that can either increase or decrease the transaction price. In contrast, the contracts are often modified to account for changes in contract specifications or requirements. Costs associated with contract modifications are included in the estimated costs to complete the contracts and are treated as project costs when incurred. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. In some cases, settlement of contract modifications may not occur until after completion of work under the contract.

As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the cumulative impact of the profit adjustment is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full in the period it is identified.

We estimate the collectability of contract amounts at the same time that we estimate project costs. If we anticipate that there may be issues associated with the collectability of the full amount calculated as the transaction price, we may reduce the amount recognized as revenue to reflect the uncertainty associated with realization of the eventual cash collection.

The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue recognition, resulting in unbilled revenue, which is a contract asset. However, we usually receive advances or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is a contract liability.

 

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Cost Recognition

Contract costs include all labor, subcontractors and other direct costs related to contract performance such as equipment rental, supplies and other production costs. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Accounts Receivable

We carry our accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, management evaluates our accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions. Accounts are written off once management has determined the balances will not be collected. Specific allowances for doubtful accounts in the amounts of $0, $0 and $26,113 were recorded for customers’ balances at March 31, 2019, December 31, 2018 and 2017, respectively.

Income Taxes

Psyop is a limited liability company and treated as a partnership for income tax purposes. As such, income or loss of Psyop, in general, is allocated to its members for inclusion in their personal income tax return. We conduct business in New York City and are subject to New York City Unincorporated Business tax.

We comply with GAAP, which requires an asset and liability approach to financial reporting of income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

In accordance with GAAP, we are required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in us recording a tax liability that would reduce members’ equity. We are subject to potential examination by jurisdiction authorities in the areas of income taxes for all periods subsequent to 2015. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Emerging Growth Company Status

The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits an “emerging growth company”, which we are, to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We are taking advantage of this exemption and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Recently Issued Accounting Pronouncements

See Note 2 to our consolidated financial statements on pages F-5 and F-17 and included elsewhere in this prospectus for recently adopted accounting pronouncements.

 

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BUSINESS

We are a media company that creates innovative and award-winning content for some of the world’s most well-known brands. We create content for commercials, television series, digital and social media, experiential and influencer platforms and virtual reality (VR) and augmented reality (AR) experiences. We believe our content is highly creative, engages large audiences and influences their behavior. Our work has generated billions of views and impressions on digital platforms and has reached television audiences in over two hundred countries. Our commercial content is broadcasted regularly during the world’s largest televised events, including the Olympic Games®, the World Cup® and the Super Bowl®.

Our Business

We create content for distribution across all major platforms through Psyop, its wholly-owned subsidiaries, and Golden Wolf, of which we have a 40% ownership interest.

Psyop:    Pysop is a story- and design-led, full-service production company that partners with advertising agencies and brands. Psyop primarily specializes in the creation of animated commercials, including animation integrated with live action, or mixed media productions. Psyop also develops, produces and distributes original short- and long-form content for brands and operates as a turnkey studio that offers access to top writers, directors and showrunners. Psyop presently generates substantially all of our revenues.

Golden Wolf:    In early 2018, we acquired a minority stake in Golden Wolf. Golden Wolf is an award-winning animation and video production company based in London that creates content targeted at millennial audiences. We represent and work with Golden Wolf on select projects where our clients have prioritized reaching millennial audiences.

Our Customers

Over the past 18 years, we believe we have consistently delivered iconic and effective content for blue-chip brands. Our customers include many blue-chip brands such as Coca-Cola, Google and Microsoft. We have produced content for brands across major industry groups including: automotive; consumer products; technology; games; food; beverage; footwear; apparel; media; telecom; finance; hospitality; and energy. We have produced commercial content, which has been broadcast during some of the world’s largest televised events including the Super Bowl, the Winter Olympics and the World Cup.

 

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The following is a list of selected brands for which we have created content:

 

 

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Automotive Consumer Packaged Goods Technology & Games Food & Beverage Footwear & Apparel Media & Telecom Other

Trademarks shown in this prospectus are the property of the owners thereof.

We have partnered with major advertising companies to deliver content to brands, including: Barton F. Graf LLC; Argonaut Inc.; McCann Worldgroup, Inc.; Rubin Postaer & Associates, Inc.; Leo Burnett Company, Inc.; DDB Worldwide Communications Group, Inc.; 72andSunny Partners LLC; Wieden+Kennedy, Inc.; Ogilvy & Mather International Inc.; J. Walter Thompson Worldwide; and Saatchi & Saatchi Advertising Group, Inc.

For the year ended December 31, 2018, Barton F. Graf LLC and Argonaut Inc. accounted for 11% and 16% of our revenues, respectively. For the year ended December 31, 2017, Barton F. Graf LLC and Argonaut Inc. accounted for 16% and 13% of our revenues, respectively.

Accolades

We have won numerous awards and accolades for our creative work. Our awards and accolades include:

 

   

ADDY Awards – American Advertising Awards (2014; 2016; 2017)

 

   

AICP Awards (2007; 2008; 2009; 2011; 2012; 2013; 2014)

 

   

Annie Awards (2016)

 

   

Cannes Lions (2007; 2009)

 

   

Clio Awards (2007; 2011; 2012; 2013; 2016; 2017)

 

   

D&AD Awards (2002; 2003; 2006; 2007; 2011; 2012; 2015)

 

   

Effie Awards (2012; 2014)

 

   

Emmy Award (2009; 2010; 2013 (nomination))

 

   

FWA Awards (2013; 2015)

 

   

Game Marketing Awards (2013; 2016)

 

   

London International Awards (2010; 2011)

 

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One Show Awards (2007; 2009)

 

   

Spike Awards (2012)

 

   

Shots Awards (2015)

 

   

Sundance Film Festival (2008)

 

   

Webby Awards (2014)

In addition, in 2014, Advertising Age, an industry trade publication, recognized the original content web series Content & Co created for Subway Restaurants as the Small Agency Integrated Campaign of the Year. In 2015, Advertising Age stated that, “Psyop easily could be dubbed the Pixar of the spots [commercial] world, given its reputation as the go-to shop for top notch animation and design.”

Primary Product Offerings

Commercial content:    The creation of commercial content comprises substantially all of our business. We produce animated television commercials, including animated and computer graphics (CG) content. We also produce live action and mixed media commercials. Our commercials can be viewed on television as well as through digital and other platforms. We presently generate substantially all of our revenues from the production of commercial content. We believe we have a long-standing reputation in the global advertising industry for producing visually compelling messages that engage and entertain consumers.

Branded entertainment:    We create, develop, produce and distribute for our brand clients original short- and long-form content in which our clients’ brands are integrated into the content. The content we create can be used on television, digital and social media, experiential platforms (which are event-based advertising where consumers interact with the activities centering around brands) and influencer platforms (which are advertising that focuses marketing activities primarily around popular social media personalities). When we produce branded short- and long-form content, we retain the copyright of that content. This allows us to license portions of the same content to other platforms to create additional revenue streams. We have created more than 20 premium branded scripted and reality series that have been distributed in North America and Europe. For example, we created The 4 to 9ers, an original scripted web series comedy which we licensed to Subway for use on their channels (YouTube, Facebook and Twitter), licensed to Hulu under a revenue sharing agreement and licensed for mobile use to Telephonica in Spain under a revenue sharing agreement.

VR and AR:    We produce VR and AR live action, animation and mixed media content. We believe that VR and AR experiences enable brands to actively engage audiences with their content. We create VR experiences that can be used on many commercially available VR platforms, such as Samsung VR Gear, Google Daydream, Playstation VR and Oculus Home for Rift. Our VR and AR capabilities allow us to generate new revenue streams by producing new products for existing clients. For example, in 2014, we created two short films for Samsung Electronics Co., Ltd. We used content from these films to create the first fully-3D pre-rendered (non-interactive) VR experience for the 2014 World Cup. We also created an interactive VR experience called Kismet that can be used on multiple platforms. This work allowed us to showcase our capabilities and generated new VR work from existing clients.

 

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Selected Work

Commercials

Animation

 

Company:    Supercell Oy (Tencent Games)
Brand:    Clash of Clans and Clash Royale Mobile Games
Work:    Animated Commercials
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Company:    Cricket Wireless, LLC (AT&T Inc.)
Brand:    Cricket Wireless
Work:    Animated Commercials
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Company:    The Coca-Cola Company
Brand:    Coke
Work:    Animated Commercials
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Company:    The Coca-Cola Company
Brand:    Fanta
Work:    Animated Commercials
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Live Action

 

Company:    Samsung Electronics Co., Ltd.
Brand:    Samsung
Project Title:    Breaking Out
Work:    Live-Action Commercial
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Digital / Social

 

Company:    Ubisoft Entertainment SA
Brand:    Assassin’s Creed
Project Title:    Tales from the Tomb
Work:    Spots for Digital, Over-the-Top Media and Linear Platforms
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Video Game Cinematics

 

Company:    Microsoft Studios (Microsoft Corporation)
Brand:    RECORE
Project Title:    RECORE Launch Trailer
Work:    Release Trailer for Video Game
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Experiential

 

Company:    Ad Council
Campaign:    Family & Community for Diversity & Inclusion Awareness
Project Title:    Love Has No Labels
Work:    Video Using Real-Time X-Ray / Motion Capture Sensor Technology on 10x10 Screen
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Mobile Gaming

 

Company:    Bush Brothers & Company
Brand:    Bush’s Beans
Project Title:    Bean Dash Mobile Game
Work:    Arcade Game for Linear, Digital and Social Media and iOS and Android Platforms
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Virtual Reality / Mixed Media

 

Company:    Honda Motor Company, Ltd.
Brand:    Honda
Project Title:    Candy Cane Lane, Get Well Card VR Experience
Work:    Interactive VR Experiences
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Augmented Reality

 

Company:    Supercell Oy (Tencent Games)
Brand:    Clash of Clans and Clash Royale Mobile Games
Project Title:    Clash Builder and Clash Royale King AR Experience
Work:    AR Campaign on Facebook Messenger
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Branded Entertainment

 

Company:    Fiat Chrysler Automobiles N.V.
Brand:    Ram Trucks
Work:    Live-Action Television Pilot
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National Television / Over-the-Top Media

 

Company:    Airbnb
Brand:    Airbnb
Work:    Animated Commercial
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Influencer

 

Company:    Subway Restaurants
Brand:    Subway
Project Title:    Summer with Cimorelli
Work:    Original Short-Form Web Series
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Web Series

 

Company:    Subway Restaurants
Brand:    Subway
Project Title:    The 4-to-9ers
Work:    Original Short-Form Scripted Hulu Spotlight Web Series
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TV Series

 

Company:    Edgewell Personal Care Company
Brand:    Schick Razors
Project Title:    Clean Break
Work:    Multi-Channel Series
LOGO

 

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Virtual Reality

 

Company:    Psyop Media Company, LLC
Brand:    Kismet
Work:    Daily VR Experience
LOGO

Web Series

 

Company:    Psyop Media Company, LLC
Brand:    Grandma’s Kats Are Trying to Kill Her
Work:    Original, Scripted, Short-Form Animated Series
LOGO

Our Competitive Strengths

We believe that our competitive strengths include:

Excellent reputation:    Over the past 18 years, we believe we have earned an excellent reputation for our creative ability, innovation, execution and on-time delivery of complex and challenging media content. Our track record has created consistent demand for our services from leading advertising agencies and global brands.

Our creative storytelling capabilities:    We believe our creative content turns ideas into visual, relatable stories that resonate with consumers and influences their behavior. We believe that our years of experience and access to creative talent allow us to tell compelling stories whether in six seconds or 22 minutes. We believe many of our clients have repeatedly engaged us to create content to target audiences because of our demonstrated strength in storytelling.

Diverse, creative talent base:    We employ or represent over 20 directors and over 80 designers, technical directors and other artists who we believe deliver a unique combination of creative direction (character, world and story development) and execution (unique and high quality imagery and related production content). Our corporate culture is designed to breed a collaborative effort and multidisciplinary approach among our directors, designers and visual effects artists that enables us to deliver award-winning quality work in a timely manner. We believe our innovative and creative work facilitates our ability to recruit and retain exceptional talent.

 

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Strong relationships with advertising agencies and brands:    We have produced highly successful and creative advertising campaigns for global brands which we believe have allowed us to develop long-standing, strong relationships with leading advertising agencies and brands. We are often commissioned to create multiple campaigns for brands over many years, acting as the go-to production company for these clients. In addition, despite that some of our competitors are larger than us, we have been able to compete effectively with them and by winning projects from new and existing clients.

Strong relationships with film, television and digital production companies:    We maintain Production Overall Deals (PODs) with award-winning production companies in film, television and digital series. In a POD, studios like us pay writers, producers, directors or actors for exclusivity for their projects. In PODs, we manage development and distribution of content created by production companies. PODs enable us to extend and diversify our creative capabilities and provide access to additional talent for our clients.

End-to end solution:    We have developed in-house production processes that enable us to serve as a one-stop-shop, providing a full suite of solutions to the advertising industry and brands. We are able to conduct a project from concept through design and all stages of production using in-house and contracted creative talent when necessary.

Our Industry

We create branded advertising content primarily for television, digital and other advertising platforms.

The global advertising market is large and growing.    Global advertising spending was a $577 billion global market in 2017, projected to grow to $811 billion in 2022, according to eMarketer.

Global Advertising Spending from 2016 to 2022 (in billion U.S. dollars)

 

 

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Source: eMarketer

Television spending continues to be strong.    Television has historically been the single largest advertising medium worldwide. Zenith forecasts that television advertising in the U.S. peaked in 2017 at $69 billion and will decline slightly to $66 billion in 2020. Zenith suggests that advertisers are finding that it makes sense to plan advertising campaigns for television and online video together because they work best as complements rather than substitutes. Television and online video together are becoming more important to advertisers seeking to build brands than either form of advertising is alone.

Digital advertising spending is increasing.    Digital technologies have transformed media consumption, viewing habits and social interaction. Content is being viewed at ever-increasing rates on wired and wireless smart

 

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devices across the globe. Social media platforms offer consumers the option to view, share and comment on the content they consume anywhere and at any time. As a result, brands are increasingly turning to digital media platforms and social networks to engage consumers. In fact, in 2017, global digital advertising spending surpassed global television advertising spending for the first time, according to MAGNA. According to MAGNA, in 2018, U.S. digital advertising spending exceeded $100 billion and accounted for half of total U.S. advertising sales for the first time. MAGNA projects that U.S. digital advertising sales will be $163 billion by 2023.

Today, according to Forbes, over 90% of Global 5000 Chief Marketing Officers are investing in a new modern marketing mix of 20 marketing outlets including emerging digital, mobile and social outlets to support every stage of the customer journey from brand awareness to customer engagement to demand and sales. These new channels are additive to traditional channels like television.

Creative short-form video content attracts audiences.    Given the proliferation of entertainment channels, capturing the attention of audiences is becoming increasingly challenging. We believe that brands are seeking creative content in short-form video that includes animation and mixed media to evoke emotions that resonate with viewers. According to Zenith, the rapid rise in video viewing makes online video the world’s fastest-growing advertising format. According to Zenith, global viewers spend an average of 67 minutes a day watching content, up from 56 minutes in 2017 and is projected to reach 84 minutes by 2020.

VR and AR are poised for considerable growth.    International Data Corporation, or IDC, forecasted that worldwide revenues for the VR and AR markets reached $27 billion in 2018, an increase of 92% from 2017. According to IDC, VR and AR spending is expected to achieve a compound annual growth rate of 72% worldwide, and 99% in the U.S., over the 2017-2022 forecast period. While a large majority of the growth in spending is expected to be dedicated to gaming applications, hardware and equipment, IDC suggests that producers are quickly moving beyond games to create new content mainstream audiences will embrace.

Our Growth Strategy

We intend to build upon our proven ability to aggregate large audiences for brands by continuing to make compelling content that is viewable on both traditional and new platforms. We have begun to implement the growth strategies described below, and expect to continue to do so over the several years following this offering. Although the net proceeds of this offering will be available to assist us to implement our growth strategies, we cannot estimate the ultimate amount of capital needed to achieve our expected growth. We may need additional capital to implement these strategies, particularly in the event we pursue acquisitions of complementary businesses or technologies.

We intend to grow our business by:

Capitalizing on market trends in advertising and digital media:    We believe our long history of creating award-winning content for television provides us with the expertise to continue to capture television advertising spending. We also believe our expertise in delivering entertaining, narrative-based short-form video content positions us well for the shift to digital advertising. We intend to build our core business by leveraging the shift in the increased use of animation and visual effects to differentiate marketing messages and capture audiences in the growing digital media market.

Implementing client service teams:    We believe we can increase recurring work from our existing clients with a more client-focused approach to delivering our services. Historically, we have relied primarily on sales representatives or our relationships with advertising agencies to learn about potential projects well after the brand has approached the advertising agency with a specific advertising need and after months of the brand and the advertising agency working together to create an advertising concept. We are hiring account directors with knowledge of the needs of brands in key industries so that we can collaborate more closely with brands and the advertising agencies. By doing so, we believe we can get involved earlier and more intimately in a particular pitch.

 

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Expanding direct-to-brand sales:    Brands are increasingly working directly with content creators, bypassing advertising agencies. We believe this industry disruption is being caused by the desire of brands to obtain greater cost-effectiveness, transparency and control over customer data. We believe that we can increase our direct-to-brand sales by increasing business development efforts with brands. We recently reorganized our sales organization to include a specific focus on brand management.

Growing through acquisitions:    We believe that the highly fragmented content creation media industry, which is comprised primarily of small-to-medium-sized private companies, provides us with significant opportunities to grow our business through acquisitions. We intend to pursue acquisitions that provide services within our current core product offerings, extend our geographic reach and expand our product offerings.

Cross-selling services:    With the proliferation of social and digital media platforms, brands are increasingly seeking to reach audiences on multiple platforms. Our ability to produce diverse, engaging content across various media platforms allows us to offer clients a one-stop-shop for all of their content needs. We intend to cross-sell our various capabilities to drive additional revenue from existing clients and to seek to win new clients.

Further developing intellectual property:    We intend to build upon our success in developing original series that we own and license to brands, networks and major and new digital media studios. When we develop an original series, we retain the copyright of that content. This allows us the right to license portions of the same content to other platforms to create additional revenue streams from development fees, brand license fees, distribution license fees and ancillary sources (such as from foreign viewership).

Expanding our geographic presence:    We believe that by expanding our physical presence into select international regions, we will be better able to attract and retain internationally-based brands as clients. With a physical presence outside of the U.S., we can provide better customer service and offer local talent who can work more intimately with internationally-based brands than we can from our offices in the U.S.

Expanding our talent roster:    We intend to continue to seek to attract and retain world-class creative and technical talent, thereby increasing our opportunities to win jobs and build brand equity through additional high quality creative content. We believe that our reputation and our client base will allow us to continue to attract top creative talent. In addition, we believe that we offer talent an attractive work environment that provides them with the flexibility to create content within our broad range of content offerings. We believe that this flexibility traditionally is not offered at other larger, more traditional media companies.

Competition

We operate in the competitive, highly fragmented advertising and creative content production markets. We compete with many firms with no single company maintaining a significant share of the market. Some of our competitors have greater resources than those available to us and such resources may enable them to aggressively compete with us. We compete with these firms to maintain existing client relationships, to obtain new clients and assignments and attract and retain talent. We believe we effectively compete by providing clients with, among other things, award-winning talent, creative storytelling capabilities and a one-stop-shop content production solution. If existing or new companies acquire one of our existing competitors or form an exclusive relationship with one or several advertising agencies or brands, our ability to compete effectively could be significantly compromised and our results of operations could be harmed. For example, S4 Capital recently acquired the digital production agency, Media Monks, and it is currently unclear what impact this will have on the competitive landscape.

Our Sales Process

The process of developing short- and long-form video content starts with a brand’s desire to communicate its message to a target audience. The brand uses its advertising agency, or in some instances, works with us directly or through our account directors, to develop a communication and media strategy.

 

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The agency distributes “boards” (early ideas of the proposed video campaign) to sales representatives and us directly. We receive boards from agencies, sales representatives working on commission, and directly from brands. If we are interested in pursuing the project, we will create a “treatment” (a written narrative proposal for the project) based on the board. After interaction with the agency or the brand about the creative intent and consumer engagement goals of the brand (in the context of the treatment), we will formally submit a bid. The agency or brand will generally pick three treatments from production companies and request each production company “pitch” their ideas to the brand. The pitch is usually over the phone where our director communicates the creative intent of the treatment directly to the brand. The agency may or may not make a recommendation, but the brand will make the final decision and “award” the production contract. The entire sales cycle ranges between one and three weeks. By hiring account directors with specific industry or brand knowledge, we are seeking to expand our role by participating in the creation of the boards.

We believe that the most important factors in determining whether a project is awarded to us are:

 

   

focusing on projects that have the highest probability to award to us given our reputation and unique capabilities;

 

   

selecting a director ideally suited to the creative brief and the personality of the brand / agency; and

 

   

understanding the objectives and particular preferences of the client of a particular pitch.

Our success depends to a significant extent upon continuing to bring a high-level of creativity and uniqueness to the production process. The creative process required to maintain the highest and freshest quality of work is delicate and involves close collaboration among the various participants – the clients, the directors, the designers and the technical personnel involved with the project. There is often an element of experimentation to see “what works” both creatively and technically. We believe that experience with the tools and techniques from previous projects is a very important factor in developing the work.

Substantially all of our work is contracted for by advertising agencies. Over the last few years, we have experienced a trend in which brands are becoming more directly involved in content production decisions. The agency “recommend” is no longer an assurance that the idea communicated in the treatment has been sold through by the agency. As a result, we believe that the strategy for winning business has changed and that we must understand brand objectives and strategy and present creative ideas that achieve the brand’s consumer engagement goals across both traditional and digital platforms. Maintaining relationships with advertising agencies and brands to ensure that they are satisfied with the creative content we produce and that they are aware of our capabilities for producing content for multiple platforms is key to ensuring repeat and new business. In addition, we believe that hiring account directors will better help us understand brands’ objectives and strategies. We anticipate that this knowledge will enable us to collaborate more closely with brands and the advertising agencies. By doing so, we believe we can get involved earlier and more intimately in a particular pitch and enhance our opportunities for new and repeat business.

Although the general sales process of a typical pitch is outlined above, the actual work required for each job varies due to the unique nature of each project. The process of developing original branded influencer programs, web series or television series follows a different sales cycle than for animated television content. Instead of contacting their agency, brands contact us directly to create an original branded series. The client provides a creative or marketing brief which leads to the development of two to three original program concepts developed by our creative and production partners as part of their POD agreements. As a studio, we are responsible for the creative development, production and distribution of the program. The sales timeline for these programs is typically three to six months. These programs typically generate two to three years of revenues from the branded content, which is longer than for other content we produce such as animated television advertisements. When we develop an original series, we own the intellectual property we develop and are able to receive multiple revenue streams from development fees, brand license fees, distribution license fees and ancillary sources (such as from foreign viewership).

 

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We are seeing a shift in the advertising industry with major advertisers going straight to the creative source for content creation, as opposed to contracting with advertising agencies who then engage with the creative source. Our branded entertainment capabilities of strategy, planning, and distribution alongside our deep relationships with the creatives in TV, film, and new media provide brands with an end-to-end solution to create more content that reaches their audiences at scale. Because of this, our branded entertainment programs have historically been sourced with brands directly.

Employees

As of March 31, 2019, we employed 109 persons, of whom approximately 85 perform creative, technical and production functions. We also engage creative, technical and production personnel on a temporary employee basis from a pool of over 200 such persons. We consider our relations with our employees and temporary staff to be satisfactory.

All of our live action production activities are subject to requirements of various production guilds and unions. Our commercial directors are subject to operating guidelines imposed by the Director’s Guild of America (DGA). Our commercial production staff operate in accordance with the guidelines of the AICP agreement with the International Alliance of Theatrical and Stage Employees (IATSE) and affiliated unions. Other than our directors, who are members of the DGA, none of our staff of full-time employees is unionized.

We aspire to hire the most highly qualified persons in the fields in which we operate. We hire many of our creative, technical and production personnel upon their graduating from colleges and universities that maintain programs in the fields for which we require talent and are at or near the top of their classes in academic and professional achievements. Most of these institutions are in the U.S.; however, in recent years some of these students have not been U.S. citizens or legal residents prior to attending schools and therefore obtained student visas. We must obtain visas to hire these individuals.

Intellectual Property

We believe that the names “Psyop” and “Content & Co” are important to our business and we have registered those names as trademarks with the United States Patent and Trademark Office.

Rights to characters and other creative elements created by us for completed client projects become the property of the respective clients. Often, the contracts with the clients provide for separate payment for characters in addition to payments for the production of the project. Creative elements, including characters, design and music, we create for projects that are not completed remain our property for further development and use as we may determine. To date, we have not registered copyrights for our owned intellectual properties that are copyrightable.

We own the intellectual property for the branded series we have produced, including The 4 to 9ers, The Day Crew, Summer with Cimorelli, Clean Break, Training for Tahoe, Stand United and Camp W. We also own the intellectual property on Kismet.

Facilities

We lease space in two office buildings in New York, New York comprising approximately 26,000 and 3,000 rentable square feet each. These leases expire in 2025 and 2022. We sublease to tenants three floors in our New York offices comprising approximately 16,000 rentable square feet through January 2021.

We conduct our operations in Los Angeles, California from two facilities comprising approximately 10,900 and 10,000 useable square feet. These leases expire in 2020 and 2022. We are currently consolidating our Los Angeles operations to one facility and plan to sublease our other Los Angeles facility.

Legal Proceedings

We are not a party to any pending litigation and are not aware of any threatened legal proceedings that could have a material adverse effect on our business, financial condition and / or results of operations.

 

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors, as of March 31, 2019:

 

Name

   Age     

Position(s)

Executive Officers

     

D. Hunt Ramsbottom

     61      Chief Executive Officer, President and Director

Thomas Boyle

     51      Chief Financial Officer

Non-Employee Directors

     

Sandy Grushow(1)(3)

     59      Director

David Sanderson(2)(3)

     58      Director

Marc Stapley(1)(2)

     49      Director

 

(1)

Member of the nominating and corporate governance committee.

(2)

Member of the audit committee.

(3)

Member of the compensation committee.

Executive Officers

D. Hunt Ramsbottom: Mr. Ramsbottom was appointed as Chief Executive Officer and President and a member of our board of directors of PCI Media, Inc. in October 2018. Mr. Ramsbottom was appointed as Interim Chief Executive Officer and President at Psyop Media Company, LLC in January 2017. Mr. Ramsbottom has over 25 years of experience building and managing growth companies. During the course of his career, he has led six public and private companies in multiple sectors including, energy, agriculture, automotive and now media. Prior to joining Psyop, Mr. Ramsbottom served as Chief Executive Officer and President of Rentech, Inc., a wood fibre processing and wood pellet production company, from September 2005 until December 2014. From July 2011 to December 2014, Mr. Ramsbottom was Chief Executive Officer and a member of the board of directors of Rentech Nitrogen GP, LLC, the general partner of Rentech Nitrogen Partners, L.P., a publicly-traded nitrogen fertilizer master limited partnership that was majority owned by Rentech, Inc. Prior to accepting his position at Rentech, Inc., Mr. Ramsbottom held various key management positions including: from 2004 to 2005, as Principal and Managing Director of Circle Funding Group, LLC, a buyout firm; from 1997 to 2004, as Chief Executive Officer and Chairman of M2 Automotive, Inc., an automotive repair venture; and from 1989 to 1997, as Chief Executive Officer of Thompson PBE, a supplier of paints and related supplies, which was acquired by FinishMaster, Inc. in 1997. Mr. Ramsbottom earned a Bachelor of Science in Business at Plymouth State University. We believe that Mr. Ramsbottom is qualified to serve as a member of our board of directors based on the perspective he brings as our Chief Executive Officer and President and his extensive experience building and managing growth companies.

Thomas Boyle: Mr. Boyle was appointed as Chief Financial Officer of PCI Media, Inc. in October 2018. Mr. Boyle has been serving as Chief Financial Officer of Psyop since April 2008. Prior to joining Psyop, Mr. Boyle served as Vice President of Finance and Corporate Controller for MDC Partners, Inc., an advertising and marketing company, from July 2005 until April 2008. Mr. Boyle held several key financial management positions including: from 2004 to 2005, as Senior Director of Corporate Finance at Symbol Technologies, a manufacturer and supplier of mobile data capture and delivery equipment; from 2002 to 2004, as Assistant Corporate Controller at Moody’s Corporation; from 2000 to 2002, as Corporate Controller and later as Chief Accounting Officer at DoubleClick Inc. Prior to that time, Mr. Boyle spent nine years in public accounting with PricewaterhouseCoopers LLP and BDO Seidman LLP. Mr. Boyle received a Bachelor of Science in Accountancy from Villanova University.

 

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Non-Employee Directors

Sandy Grushow: Mr. Grushow was appointed to the board of directors of PCI Media, Inc. in May 2019. Mr. Grushow has been the Chief Executive Officer of Phase 2 Media, a strategic and creative advisory practice, since October 2012. As Chief Executive Officer of Phase 2 Media, Mr. Grushow applies his 25 years of experience running two entertainment businesses to guide Phase 2 Media in serving its clients’ strategic business and creative, content and branding needs. From January 2009 to September 2012, Mr. Grushow served as Chief Content Officer of Medialink, a media advisory and business development company. From 2005 to 2007, Mr. Grushow served as President of Phase Two Productions, a TV production company at Twentieth Century Fox Television. From 1999 to 2004, Mr. Grushow served as Chairman of Fox TV Entertainment Group, where he oversaw entertainment operations of the Fox Network and the Fox TV studio, Twentieth Century Fox Television. From 1996 to 1999, Mr. Grushow served as President of Twentieth Century Fox Television. From 1990 to 1995, Mr. Grushow held several executive positions at Fox Entertainment including President of the division. He is also a board member of the industry’s largest ad-supported streaming video service, TubiTV and Monica & Andy, a digitally native vertical brand in the “Mom’s” space. Mr. Grushow received a Bachelor of Arts in Communications from University of California, Los Angeles. We believe that Mr. Grushow is qualified to serve as a member of our board of directors based on his extensive experience with media and entertainment companies, and assisting companies with their creative, content and branding needs.

David Sanderson: Mr. Sanderson was appointed to the board of directors of PCI Media, Inc. in May 2019. Mr. Sanderson has served in key managerial positions at Bain & Company including, from September 1990 to present, as a Partner, from 1995 to 2018, as a Director from 2003 to 2018, as the Head of Global Media and Entertainment Practice, from 2006 to 2018 as Co-Head of the Global Technology, Media and Telecommunications Practice, where he gained broad experience across the media and entertainment industry, including content businesses (film, TV and video games) and aggregation/distribution platforms (cable, satellite, Internet, home video, wireless and print) and advised private equity investors focused on the media sector. Prior to joining Bain & Company, from 1985 to 1988, Mr. Sanderson served at International Business Machines Corporation as a National Account Manager and Systems Engineer and, from 1982 to 1985, as a Systems Programmer. Mr. Sanderson received a Bachelor of Science in Applied Mathematics from the University of Massachusetts, Amherst, a Master of Science in Computer Science from Syracuse University and a Master of Business Administration from Stanford University, where he was an Arjay Miller Scholar. We believe that Mr. Sanderson is qualified to serve as a member of our board of directors based on his extensive experience within the media and entertainment industry.

Marc Stapley: Mr. Stapley was appointed to the board of directors of PCI Media, Inc. in May 2019. Mr. Stapley has been the Chief Executive Officer of Helix, a private genomics company, since April 2019. Mr. Stapley has served in key managerial positions at Illumina, Inc., the global leader in sequencing and array-based solutions for analysis of genetic variation and function, including from January 2012 to January 2017 as Chief Financial Officer, from December 2015 to October 2017 as Chief Administrative Officer, responsible for all G&A functions including finance, business development, HR, IT, legal, facilities and government affairs, and from October 2017 to January 2019 as Executive Vice President, responsible for corporate strategy, corporate and business development, population genomics, government affairs, IT and facilities. Before joining Illumina, from 2009 to 2012, Mr. Stapley was Senior Vice President, Finance at Pfizer Inc. and was responsible for global financial processes and systems, leading integration efforts in both the Wyeth Ltd. and King Pharmaceutical, Inc. acquisitions and providing oversight to the company’s largest technology investment program. Prior to Pfizer, he served in a variety of senior finance roles at Alcatel-Lucent, including Americas Chief Financial Officer. He also worked as Finance Director and Controller for several groups at Cadence Design Systems, Inc. Mr. Stapley began his career as an Auditor at Coopers & Lybrand. He holds a B.Sc. (Honors) in Mathematics from The University of Reading (England) and is a member of the Institute of Chartered Accountants in England and Wales. He is a member of the board of directors of Helix, and a member of the board of directors of Glaukos Corporation, a public ophthalmic medical technology company. We believe that Mr. Stapley is qualified to serve as a member of our board of directors based on his extensive financial experience.

 

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Board Composition

Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering provide that our board of directors shall consist of between one and fifteen members, with the exact number of directors to be determined by vote of our board and currently set at four members. Currently, our board consists of four members: Mr. Ramsbottom, Mr. Grushow, Mr. Sanderson and Mr. Stapley.

In accordance with our amended and restated certificate of incorporation and amended and restated bylaws, which will be in effect upon the closing of this offering, our board of directors will be divided into three classes with staggered three year terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors will be divided among the three classes as follows:

 

   

the Class I director will be Mr. Grushow, and his term will expire at the annual meeting of stockholders to be held in 2020;

 

   

the Class II director will be Mr. Sanderson, and his term will expire at the annual meeting of stockholders to be held in 2021; and

 

   

the Class III directors will be Mr. Ramsbottom and Mr. Stapley, and their terms will expire at the annual meeting of stockholders to be held in 2022.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our Company.

Our board of directors has determined that upon completion of this offering, Mr. Sanderson, Mr. Grushow and Mr. Stapley will be independent directors. In making this determination, our board applied the standards set forth in the Nasdaq Capital Market listing standards and in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In evaluating the independence of Mr. Sanderson, Mr. Grushow and Mr. Stapley, our board considered their current and historical employment, any compensation we have given to them, any transactions we have with them, their beneficial ownership of our capital stock, their ability to exert control over us, all other material relationships they have had with us and the same facts with respect to their immediate family. Our board also considered all other relevant facts and circumstances known to it in making this independence determination. In addition, Mr. Sanderson, Mr. Grushow and Mr. Stapley are non-employee directors, as defined in Rule 16b-3 of the Exchange Act.

Although there is no specific policy regarding diversity in identifying director nominees, both the nominating and corporate governance committee and our board seek the talents and backgrounds that would be most helpful to the Company in selecting director nominees. In particular, the nominating and corporate governance committee, when recommending director candidates to the full board for nomination, may consider whether a director candidate, if elected, assists in achieving a mix of board members that represents a diversity of background and experience.

Under the Stockholders’ Agreement described under “Certain Relationships and Related Party Transactions—Stockholders’ Agreement”, for so long as our founders collectively hold at least 15% of our outstanding common stock, a committee of our founders will have the right to nominate one person for election to our board of directors once every three years (i.e., to one of the three classes of the board) and to appoint one observer to the board of directors who must be reasonably acceptable to us.

Under the Stockholders’ Agreement, for so long as the sole stockholder of All Asia Digital Entertainment Inc. holds at least 5% of our outstanding common stock, it will have the right to nominate one person for election to our board of directors once every three years and to appoint one observer to each committee of the board of directors (other than the audit committee) who must be reasonably acceptable to us.

 

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Board Leadership Structure

Our board of directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our amended and restated bylaws and corporate governance guidelines, which will become effective immediately prior to the consummation of this offering, will provide our board of directors with flexibility to combine or separate the positions of chairman of the board of directors and chief executive officer. Our board of directors currently believes that our existing leadership structure, under which Mr. Ramsbottom serves as chairman of our board of directors and Mr. Sanderson serves as our lead independent director, is effective, provides the appropriate balance of authority between independent and non-independent directors, and achieves the optimal governance model for us and for our stockholders.

Board Oversight of Risk

Although management is responsible for the day-to-day management of the risks our company faces, our board of directors and its committees take an active role in overseeing management of our risks and have the ultimate responsibility for the oversight of risk management. Our board regularly reviews information regarding our operational, financial, legal and strategic risks. Specifically, senior management attends quarterly meetings of our board of directors, provides presentations on operations including significant risks, and is available to address any questions or concerns raised by our board.

In addition, we expect that our three board committees will assist the board of directors in fulfilling its oversight responsibilities in certain areas of risk. The audit committee will coordinate our board of directors’ oversight of the Company’s internal control over financial reporting, disclosure controls and procedures, related party transactions and code of conduct and management will regularly report to the audit committee on these areas. The compensation committee will assist our board of directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs as well as succession planning as it relates to our Chief Executive Officer. The nominating and corporate governance committee will assist our board of directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors and corporate governance. When any of the committees receives a report related to material risk oversight, the chairman of the relevant committee will report on the discussion to the full board of directors.

Code of Business Conduct and Ethics

We anticipate adopting a code of business conduct and ethics, effective upon the completion of this offering, which will apply to all of our employees, officers and directors, including those officers responsible for financial reporting. Following the completion of this offering, the code of business conduct and ethics will be available on our website at www.pcimediainc.com. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements. The inclusion of our website address in this prospectus does not incorporate by reference the information on or accessible through our website into this prospectus.

Board Committees

In connection with this offering, our board of directors has established the following committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:

 

   

appoints our independent registered public accounting firm;

 

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evaluates the independent registered public accounting firm’s qualifications, independence and performance;

 

   

determines the engagement of the independent registered public accounting firm;

 

   

discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;

 

   

approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

 

   

is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

 

   

reviews our accounting policies and estimates; and

 

   

reviews the audit committee charter and the committee’s performance at least annually.

The members of our audit committee are Mr. Sanderson and Mr. Stapley. All members of our audit committee meet or will meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. However, a minority of the members of the audit committee may be exempt from the heightened audit committee independence standards for one year from the date of effectiveness of the registration statement of which this prospectus forms a part. Our board of directors has determined that Mr. Sanderson and Mr. Stapley are independent under the heightened audit committee independence standards of the SEC and Nasdaq. Our board of directors has determined that Mr. Stapley qualified as an “audit committee financial expert”, as defined by the rules under the Exchange Act. As allowed under the applicable rules and regulations of the SEC and Nasdaq, we intend to add an additional member to our audit committee who will meet the applicable independence requirements prior to the one year anniversary of our listing on the Nasdaq Capital Market. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

Under the Stockholders’ Agreement, for so long as the sole stockholder of All Asia Digital Entertainment Inc. holds at least 5% of our outstanding common stock, it will have the right to nominate one person for election to our board of directors once every three years and, if the designee of the sole stockholder of All Asia Digital Entertainment Inc. satisfies all independence and other requirements of membership on a board of directors imposed by the rules of Nasdaq (including the requirements of Rule 10A-3(b)(1)(ii) under the Exchange Act), the sole stockholder of All Asia Digital Entertainment Inc. may elect for such designee to serve on the audit committee of the board.

Compensation Committee

Our compensation committee’s responsibilities include:

 

   

reviewing and approving, or recommending that our board of directors approve, the compensation of our chief executive officer and other executive officers;

 

   

reviewing and recommending to our board of directors the compensation of our directors;

 

   

selecting independent compensation consultants and advisors and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; and

 

   

reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans.

Our compensation committee consists of Mr. Sanderson and Mr. Grushow. Each of the members of our compensation committee is or will be independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. As allowed under the

 

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applicable rules and regulations of the SEC and Nasdaq, we intend to add an additional member to our compensation committee who will meet the applicable independence requirements prior to the one year anniversary of our listing on Nasdaq. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the composition of our board of directors. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our board of directors concerning governance matters. The members of our nominating and corporate governance committee are Mr. Grushow and Mr. Stapley. Each of the members of our nominating and corporate governance committee is or will be an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence. As allowed under the applicable rules and regulations of the SEC and Nasdaq, we intend to add an additional member to our nominating and corporate governance committee who will meet the applicable independence requirements prior to the one year anniversary of our listing on Nasdaq. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

Under the Stockholders’ Agreement, for so long as our founders collectively hold at least 15% of our outstanding common stock, a committee of our founders will have the right to nominate one person for election to our board of directors once every three years (i.e., to one of the three classes of the board) and, if such designee of the founders satisfies all independence and other requirements of membership on a board of directors imposed by the rules of Nasdaq (other than the requirements of Rule 10A-3(b)(1)(ii) under the Exchange Act), such committee may elect for such designee to serve on the nominating and corporate governance committee of the board.

Limitation on Liability and Indemnification Matters

Our amended and restated certificate of incorporation that will become effective immediately prior to the consummation of this offering, contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

 

   

any breach of the director’s duty of loyalty to us or our stockholders;

 

   

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

   

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

 

   

any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the consummation of this offering, provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our amended and restated bylaws will also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, provided that, to the extent required by law, such advancement of expenses prior of the final disposition of the proceeding may be made only upon receipt of an undertaking by the person to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified under our amended and restated bylaws or otherwise. Our amended and restated bylaws will also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under Delaware

 

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law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions that will be in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage.

 

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EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2018 Summary Compensation Table” below. In 2018, our “named executive officers” were employed by Psyop Productions, LLC or Psyop Media Company, LLC. Psyop Productions, LLC is a wholly owned subsidiary of Psyop Media Company, LLC. Their positions were as follows:

 

   

D. Hunt Ramsbottom, President and Chief Executive Officer; and

 

   

Thomas Boyle, Chief Financial Officer, Secretary and Executive Vice President;

From January 1, 2018 until December 7, 2018, Mr. Ramsbottom served as our Interim President and Chief Executive Officer. On December 7, 2018, Mr. Ramsbottom became our Chief Executive Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.

2018 Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2018.

 

Name and Principal Position    Salary ($)      Bonus
($)
     Stock
Awards
($)
     All Other
Compensation
($)(1)
     Total ($)  

D. Hunt Ramsbottom

     450,000        -        -        15,211        465,211  

President and Chief Executive Officer

              

Thomas Boyle

     250,000        50,000        -        22,348        322,348  

Chief Financial Officer, Secretary and Executive Vice President

              

 

(1)

Amounts reported include company-paid insurance premiums ($15,211 for Mr. Ramsbottom and $8,787 for Mr. Boyle), company-paid matching contributions under our 401(k) plan ($5,769 for Mr. Boyle) and company-paid disability insurance premiums ($7,792 to Mr. Boyle).

Narrative to Summary Compensation Table

2018 Salaries

The named executive officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

The annual base salaries for Messrs. Ramsbottom and Boyle for 2018 were $450,000 and $250,000, respectively. The annual base salaries for Messrs. Boyle and Ramsbottom remain unchanged for 2019.

2018 Bonuses

In 2018, each of Messrs. Boyle and Ramsbottom was eligible to earn a cash incentive bonus (the “EBITDA Bonus”) pursuant to their employment agreements based upon the consolidated EBITDA of Psyop Media Company,

 

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LLC and its consolidated affiliates and subsidiaries for 2018. For 2018, Mr. Boyle’s target EBITDA Bonus was $156,000 and Mr. Ramsbottom’s target EBITDA bonus was $250,000. During calendar year 2018, Psyop Media Company, LLC and its consolidated affiliates and subsidiaries did not achieve a consolidated EBITDA at a level that would have triggered the payment of the EBITDA Bonus. However, the board of managers of Psyop Media Company, LLC paid Mr. Boyle a discretionary bonus equal to $50,000 to reward him for his contributions to the company in 2018.

Mr. Ramsbottom did not receive a bonus with respect to 2018 performance.

Equity Compensation

 

Mr. Ramsbottom currently holds Class C Units and Mr. Boyle currently holds Class B-3 units and Class C units in Psyop Media Company, LLC, which are intended to constitute “profits interests” within the meaning of the relevant IRS Revenue Procedure guidance.

In connection with this offering, assuming an initial public offering price of $                 per Unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, we expect that the Class C Units subject to the award granted to Mr. Ramsbottom and the Class B-3 and Class C units subject to the awards granted to Mr. Boyle will be converted into                 and                 shares of common stock, respectively.

We intend to adopt a 2019 Incentive Award Plan, referred to below as the 2019 Plan, in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of our affiliates and to enable our company and certain of our affiliates to obtain and retain services of these individuals, which is essential to our long-term success. We expect that the 2019 Plan will be effective on the date on which it is adopted by our board of directors, subject to approval of such plan by our stockholders. For additional information about the 2019 Plan, please see the section titled “2019 Incentive Award Plan” below.

IPO-Related Equity Awards

Our board of directors approved the grant of stock options pursuant to the 2019 Plan to certain of our employees in connection with this offering. These stock options cover an aggregate of                  shares of our common stock.

These stock option grants will be effective immediately following the determination of the initial public offering price per Unit. The exercise price of these stock options will equal the initial public offering price per Unit sold hereby. These stock options will vest                 .

Other Elements of Compensation

Retirement Plans

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

 

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Employee Benefits and Perquisites

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

 

   

medical, dental and vision benefits;

 

   

medical and dependent care flexible spending accounts;

 

   

short-term and long-term disability insurance; and

 

   

life insurance.

We cover all costs associated with the named executive officers’ participation in the medical, dental, vision and disability plans. In addition, in 2018, we paid the premiums on supplemental disability insurance for Mr. Boyle. We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

Tax Gross-Ups

Mr. Boyle’s existing employment agreement provides for a gross-up payment to reimburse him for any excise taxes imposed on him in connection with a change in control.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of Psyop Media Company, LLC Class C units underlying outstanding unvested incentive unit awards for each named executive officer as of December 31, 2018.

 

     Stock Awards(1)  

Name

   Grant Date      Number of Stock Awards
That Have Not Vested (#)
    Market Value of Stock Awards
That Have Not Vested ($)(2)
 

Hunt Ramsbottom

     12/7/18        25,760 (1)      50,000  

 

(1)

The outstanding Class C units will vest in full upon the consummation of this offering, subject to Mr. Ramsbottom’s continued service through this offering.

(2)

There is no public market for the Class C units. The fair value of the Class C units was determined using the Black Scholes Option Allocation Model and reflects the contractual terms of the Class C units with a time horizon of two years for a transaction to occur, calculated using the risk free rate of return of 2.48%, volatility of 40% and a 27.5% discount for lack of marketability. The resulting fair value was approximately $50,000.

Executive Compensation Arrangements

D. Hunt Ramsbottom Employment Agreement

On December 7, 2018, Hunt Ramsbottom entered into an employment agreement with Psyop Productions, LLC and Psyop Media Company, LLC to serve as the President and Chief Executive Officer. The initial term of Mr. Ramsbottom’s agreement ends on the six-month anniversary of its effective date, with automatic six-month renewals thereafter, but upon the consummation of this offering the initial term automatically will be extended such that it will end on the third anniversary of the effective date of this offering (with automatic six-month renewals thereafter).

Pursuant to this employment agreement, Mr. Ramsbottom is entitled to receive a base salary of $450,000 per year, which will increase to $500,000 per year upon the consummation of this offering. In addition to his base salary, Mr. Ramsbottom (and his spouse and/or eligible dependents) shall be eligible, at our sole cost, to participate in and be covered under the health and welfare benefit plans and programs maintained by us for the benefit of our employees.

 

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For calendar year 2018, Mr. Ramsbottom was eligible to earn a cash performance bonus targeted at $250,000. The actual amount of any 2018 bonus will be determined based on the achievement of certain pre-determined consolidated EBITDA thresholds. For each calendar year following calendar year 2018, Mr. Ramsbottom will be eligible to earn a cash performance bonus, which will be determined by our board of directors (or a subcommittee thereof) in its discretion, based on the achievement of performance goals developed in consultation with Mr. Ramsbottom. In addition, our Board will not be precluded from awarding Mr. Ramsbottom a discretionary bonus with respect to any calendar year following 2018. The payment of any annual bonus, to the extent any annual bonus becomes payable, will be contingent upon Mr. Ramsbottom’s continued employment through December 31st of the applicable calendar year.

In addition, if, in connection with this offering, a minimum of 20% of our outstanding common stock (measured as of immediately following this offering) is sold at an enterprise valuation of greater than or equal to $30,000,000, Mr. Ramsbottom will receive an additional cash bonus equal to $350,000, payable within 15 calendar days following the consummation of this offering.

Mr. Ramsbottom currently holds 25,760 Class C units in Psyop Media Company, LLC, which will vest in full upon consummation of this offering, subject to Mr. Ramsbottom’s continued service through this offering. The Class C Unit Award will vest in full upon the consummation of this offering, subject to Mr. Ramsbottom’s continued service through this offering. We expect these units to be converted into              shares of common stock following the consummation of this offering. Further, under this employment agreement and following the completion of this offering, Mr. Ramsbottom will be issued an option (the “IPO Option”) to purchase a number of shares of our common stock covering 4% of our fully diluted capitalization (but excluding any warrants and/or stock options that have an exercise or strike price greater than or equal to the initial public offering price per Unit) as of the consummation of this offering. This IPO Option will vest and become exercisable based on the attainment of certain price-per-share goals, subject to Mr. Ramsbottom’s continued employment through the applicable vesting date.

Under his employment agreement, if Mr. Ramsbottom’s employment is terminated without “cause” or due to his resignation for “good reason” (each, as defined in his employment agreement) following this offering, then, subject to his timely execution and non-revocation of a general release of claims, he will be eligible to receive (i) 12 months of continued payment of base salary, (ii) a pro-rated annual bonus for the calendar year in which Mr. Ramsbottom’s employment is terminated based on the achievement of any applicable performance goals or objectives and (iii) 12 months of company-paid continued coverage under our group health plans. Further, following the consummation of this offering, if Mr. Ramsbottom’s employment is terminated without “cause” or for “good reason”, in either case, within 12 months following a “change in control” (as defined in his employment agreement), then, in addition to the payments and benefits described above, (i) Mr. Ramsbottom will receive a lump-sum cash payment equal to the greater of (A) his target annual bonus for the year in which the termination occurs and (B) his base salary in effect on the termination date, (ii) all of his outstanding equity awards that vest based solely on the passage of time will vest in full and (iii) the IPO Option will be deemed vested and exercisable based on the price per share determined as of such change in control.

Mr. Ramsbottom’s employment agreement contains customary confidentiality and non-solicitation provisions. Mr. Ramsbottom’s employment agreement includes a “best pay” provision under Section 280G of the Code, pursuant to which any “parachute payments” that become payable to him will either be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Code, whichever results in the better after-tax treatment to Mr. Ramsbottom.

Thomas Boyle Employment Agreement

On January 1, 2012, Psyop Productions, LLC and Psyop Media Company, LLC entered into an employment agreement with Thomas Boyle, pursuant to which he serves as Chief Financial Officer, Secretary and Executive Vice President. The initial term of this employment agreement ended on January 1, 2015, and the employment agreement has automatically renewed for one-year terms following such date.

 

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Pursuant to this employment agreement, Mr. Boyle is entitled to receive a base salary of $250,000 per year. In addition to the base salary, Mr. Boyle (and his eligible dependents) is eligible, at our sole cost, to participate in and be covered under the health and welfare benefit plans and programs maintained by us for the benefit of our employees.

Mr. Boyle is eligible to earn an annual bonus of up to $156,000. The actual amount of this bonus is determined based on the achievement of certain consolidated EBITDA thresholds. In addition, Mr. Boyle is eligible to earn an annual discretionary cash bonus based upon goals and objectives mutually agreed upon between Mr. Boyle and our Chief Executive Officer. Our Chief Executive Officer, in his sole discretion, will determine whether the goals and objectives have been achieved and decide the amount of the discretionary bonus, if any, to be paid to Mr. Boyle.

Under his employment agreement, upon a termination of Mr. Boyle’s employment due to his death or permanent disability, he will be eligible to receive (i) an amount equal to the sum of his aggregate bonus for the fiscal year immediately prior to the year in which his employment terminates, prorated through the date of Mr. Boyle’s death or disability, as applicable, and (ii) in the case of his termination due to his permanent disability only, continued health and welfare benefits through the end of the term. In addition, upon a termination of Mr. Boyle’s employment without “cause” or due to his resignation for “good reason” (each, as defined in his employment agreement) he will be eligible to receive (i) a lump sum payment equal to the sum of six months of his base salary and his aggregate bonus for the fiscal year immediately prior to the year in which his employment terminates and (ii) company-paid health and welfare benefits for up to six months.

Mr. Boyle’s employment agreement also contains customary confidentiality, non-competition and non-solicitation provisions. Mr. Boyle’s employment agreement includes a “gross up” provision under Section 280G of the Code, pursuant to which any “parachute payments” that become payable to him will increased in order to cover any incremental taxes associated with such payments.

Director Compensation

2018 Director Compensation Program

Prior to this offering, Psyop Media Company, LLC had a discretionary compensation program for our nonemployee directors. The following table contains information concerning the compensation payable to the non-employee directors of Psyop Media Company, LLC with respect to 2018 services.

 

Name    Fees Earned or Paid
in Cash ($)
     All Other
Compensation (1)
     Total ($)  

Bernard Cragg

     -        -        -  

Brian Kelly

     -        106,150        106,150  

 

(1)

In 2018, Psyop Media Company LLC paid Mr. Kelly $106,150 pursuant to a verbal agreement under which Mr. Kelly provided advice with respect to strategic initiatives.

Post-IPO Director Compensation Program

Director IPO Grants

We expect to grant the following equity awards to our non-employee directors in connection with this offering (collectively, the “Director IPO Grants”), effective as of the date on which this offering is consummated:

 

   

a restricted stock unit, or RSU, award with an aggregate value of $90,000, which will vest with respect to 50% of the RSUs subject to such award on each of the first two anniversaries of the date on which this offering is consummated;

 

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an RSU award with an aggregate value of $90,000, which will vest in full on the first anniversary of the date on which this offering is consummated; and

 

   

an RSU award with an aggregate value of $15,000, which will vest on the day immediately preceding the 2020 annual stockholders’ meeting.

The number of RSUs subject to each Director IPO Grant will be determined based on the initial public offering price per share of the Units, and the vesting of each will be subject to the non-employee director’s continued service through the applicable vesting date. Settlement of the Director IPO Grants will be deferred, in accordance with the 2019 Plan and in a manner intended to comply with Internal Revenue Code Section 409A, until the earliest of (i) such non-employee director’s separation from service, (ii) a change in control event and (iii) the three-year anniversary of the applicable grant date.

Director Compensation Program

Prior to this offering, we intend to adopt and ask our stockholders to approve a non-employee director compensation program (the “Director Compensation Program”), which will provide for annual retainer fees and long-term equity awards for our non-employee directors (each, an “Eligible Director”). The material terms of the Director Compensation Program, as it is currently contemplated, are summarized below. Our board of directors is still in the process of considering the Director Compensation Program and, accordingly, this summary is subject to change.

We expect the Director Compensation Program to consist of the following components:

Cash Compensation

 

   

Annual Retainer: $30,000

 

   

Annual Committee Chair Retainer: $15,000

 

   

Annual Committee Member (Non-Chair) Retainer: $5,000

 

   

Annual Chairman of the Board Retainer: $30,000

 

   

Annual Lead Independent Director Retainer: $15,000

The annual cash retainer will be paid in quarterly installments in arrears. Annual cash retainers will not be pro-rated for any partial calendar quarter of service.

Equity Compensation

 

   

Initial Grant to each Eligible Director who is initially elected or appointed to serve on our board of directors after the effective date of this offering: RSU award with an aggregate value of $90,000, and vesting with respect to 50% of the RSUs subject to the award on each of the first two anniversaries of the grant date.

 

   

Pro-Rated Initial Grant to each Eligible Director who is initially elected or appointed to serve on our board of directors after the effective date of this offering: RSU award with an aggregate value of $90,000, with such value prorated for the number of whole months remaining between the grant date and the next subsequent annual stockholders’ meeting, and vesting in full on the calendar day immediately preceding the next subsequent annual stockholders’ meeting following the grant date.

 

   

Annual Grant to each Eligible Director who is serving on our board of directors as of (and who will continue to serve after) the date of the annual stockholders’ meeting beginning with calendar year 2020: RSU award with an aggregate value of $90,000, and vesting in full on the earlier to occur of (i) the first anniversary of the grant date and (ii) the date of the next subsequent annual stockholders’ meeting following the grant date of such award.

 

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The number of RSUs subject to each of the foregoing awards will be determined based on the closing price per share of our common stock on the applicable grant date, and the vesting of each will be subject to the non-employee director’s continued service through the applicable vesting date. In addition, each such award will vest in full upon the non-employee director’s death or disability or upon a change in control of our Company (as defined in the 2019 Plan).

Settlement of the these awards will be deferred, in accordance with the 2019 Plan and in a manner intended to comply with Internal Revenue Code Section 409A, until the earliest of (i) such non-employee director’s separation from service, (ii) a change in control event and (iii) the three-year anniversary of the applicable grant date.

2019 Incentive Award Plan

We intend to adopt the 2019 Incentive Award Plan, or the 2019 Plan, subject to approval by our stockholders, under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the 2019 Plan, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the 2019 Plan and, accordingly, this summary is subject to change.

Eligibility and Administration.    Our employees, consultants and directors, and employees and consultants of our subsidiaries will be eligible to receive awards under the 2019 Plan. Following our initial public offering, the 2019 Plan will be administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under Section 16 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and/or stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2019 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2019 Plan, including any vesting and vesting acceleration conditions.

Limitation on Awards and Shares Available.    An aggregate of                  shares of our common stock will initially be available for issuance under awards granted pursuant to the 2019 Plan, which shares may be authorized but unissued shares, or shares purchased in the open market or treasury shares. In addition, the number of shares available for issuance will be increased on January 1 of each calendar year beginning in 2020 and ending in 2029 by an amount equal to the lesser of five percent of the shares of common stock outstanding on the final day of the immediately preceding calendar year, assuming the conversion of any shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants or other equity securities with respect to which shares have not actually been issued, and such smaller number of shares as determined by our board of directors.

If an award (or any part of an award) under the 2019 Plan is forfeited, expires, lapses, is terminated, surrendered, repurchased, cancelled or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration, lapse, termination, surrender, cancellation or cash settlement, be used again for new grants under the 2019 Plan. In addition, shares tendered by a participant or withheld by us in payment of the exercise price of a stock option or to satisfy any tax withholding obligation with respect to an award will, as applicable, become or again be available for award grants under the 2019 Plan. However, the following shares may not be used again for grant under the 2019 Plan: (i) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the award on its exercise and (ii) shares purchased on the open market with the cash proceeds from the exercise of options.

Awards granted under the 2019 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar

 

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corporate transaction will not reduce the shares available for grant under the 2019 Plan. The sum of any cash compensation and the aggregate grant date fair value (determined as of the date of the grant under Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all awards granted to a non-employee director as compensation for services as a non-employee director during any calendar year, which we refer to as the director limit, shall not exceed the amount equal to $500,000.

Awards.    The 2019 Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, restricted stock units, or RSUs, SARs, and other stock or cash based awards. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2019 Plan. Certain awards under the 2019 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2019 Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

 

   

Stock Options.    Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions. The maximum number of shares of common stock that may be issued pursuant to the exercise of ISOs will be              .

 

   

SARs.    SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

 

   

Restricted Stock and RSUs.    Restricted stock is an award of nontransferable shares of our common stock that are subject to certain vesting conditions and other restrictions. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met, and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our common stock prior to the delivery of the underlying shares. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

 

   

Other Stock or Cash Based Awards.    Other stock or cash based awards are awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards.

 

   

Dividend Equivalents.    Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other

 

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than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator.

Performance Awards.    Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to: (1) net earnings or losses (either before or after one or more of the following: (a) interest, (b) taxes, (c) depreciation, (d) amortization, and (e) non-cash equity-based compensation expense); (2) gross or net sales or revenue or sales or revenue growth; (3) net income (either before or after taxes) or adjusted net income; (4) profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; (5) budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); (6) cash flow (including operating cash flow and free cash flow or cash flow return on capital); (7) return on assets; (8) return on capital or invested capital; (9) cost of capital; (10) return on stockholders’ equity; (11) total stockholder return; (12) return on sales; (13) costs, reductions in costs and cost control measures; (14) expenses; (15) working capital; (16) earnings or loss per share; (17) adjusted earnings or loss per share; (18) price per share or dividends per share (or appreciation in or maintenance of such price or dividends); (19) regulatory achievements or compliance; (20) implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; (21) market share; (22) economic value or economic value added models; (23) division, group or corporate financial goals; (24) customer satisfaction/growth; (25) customer service; (26) employee satisfaction; (27) recruitment and maintenance of personnel; (28) human resources management; (29) supervision of litigation and other legal matters; (30) strategic partnerships and transactions; (31) financial ratios (including those measuring liquidity, activity, profitability or leverage); (32) debt levels or reductions; (33) sales-related goals; (34) financing and other capital raising transactions; (35) cash on hand; (36) acquisition activity; (37) investment sourcing activity; or (38) marketing initiatives, any of which may be measured either in absolute terms for us or any operating unit of our company or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

Certain Transactions.    The plan administrator has broad discretion to take action under the 2019 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2019 Plan and outstanding awards. In the event of a change in control of our company (as defined in the 2019 Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction. Individual award agreements may provide for additional accelerated vesting and payment provisions.

Foreign Participants, Claw-Back Provisions, Transferability, Repricing and Participant Payments.    The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. The plan administrator may, without stockholder approval, reduce the exercise price of an option or SAR in exchange for cash, other awards or options or SARs with an exercise price that is less than the exercise price per share of the original option or SAR. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2019 Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2019 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified

 

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conditions, a “market sell order” or such other consideration as it deems suitable.

Plan Amendment and Termination.    The 2019 Plan will terminate on the tenth anniversary of its effective date. Our board of directors may amend or terminate the 2019 Plan at any time, and will obtain stockholder approval of any amendment to the extent necessary to comply with applicable law or any amendment to increase the director limit. No ISOs may be granted pursuant to the 2019 Plan after the tenth anniversary of the earlier of the date on which our board of directors adopts the 2019 Plan and the date on which our stockholders approve the 2019 Plan.

2019 Employee Stock Purchase Plan

In connection with the offering, we intend to adopt the 2019 Employee Stock Purchase Plan, or the ESPP. The material terms of the ESPP, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the ESPP and, accordingly, this summary is subject to change.

Shares available; administration.    We expect a total of                  shares of our common stock to be initially reserved for issuance under our ESPP.

Our board of directors or a committee designated by our board of directors will have authority to interpret the terms of the ESPP and determine eligibility of participants. We expect that the compensation committee will be the administrator of the ESPP.

Eligibility.    The plan administrator may designate certain of our subsidiaries as participating “designated subsidiaries” in the ESPP and may change these designations from time to time. Employees of our company and our designated subsidiaries are eligible to participate in the ESPP if they meet the eligibility requirements under the ESPP established from time to time by the plan administrator. However, an employee may not be granted rights to purchase stock under the ESPP if such employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of our common or other class of stock.

If the grant of a purchase right under the ESPP to any eligible employee who is a citizen or resident of a foreign jurisdiction would be prohibited under the laws of such foreign jurisdiction or the grant of a purchase right to such employee in compliance with the laws of such foreign jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code, as determined by the plan administrator in its sole discretion, such employee will not be permitted to participate in the ESPP.

Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the plan administrator prior to the relevant offering date. Directors who are not employees, as well as consultants, are not eligible to participate. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period.

Participation in an Offering.    We intend for the ESPP to qualify under Section 423 of the Internal Revenue Code and stock will be offered under the ESPP during offering periods. The length of offering periods under the ESPP will be determined by the plan administrator and may be up to 27 months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The number of purchase periods within, and purchase dates during, each offering period will be established by the plan administrator. Offering periods under the ESPP will commence when determined by the plan administrator. The plan administrator may, in its discretion, modify the terms of future offering periods.

We expect that the ESPP will permit participants to purchase our common stock through payroll deductions of up to 10% of their eligible compensation, which will generally include gross cash compensation. The plan administrator will establish a maximum number of shares that may be purchased by a participant during any offering period or purchase period, which, in the absence of a contrary designation, will be 5,000 shares. In addition,

 

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no employee will be permitted to accrue the right to purchase stock under the ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our common stock as of the first day of the offering period).

On the first trading day of each offering period, each participant automatically will be granted an option to purchase shares of our common stock. The option will be exercised on the applicable purchase date(s) during the offering period, to the extent of the payroll deductions accumulated during the applicable purchase period. We expect that the purchase price of the shares, in the absence of a contrary determination by the plan administrator, will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable purchase period.

Participants may voluntarily end their participation in the ESPP at any time at least two weeks prior to the end of the applicable offering period (or such longer or shorter period specified by the plan administrator), and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon a participant’s termination of employment.

Transferability.    A participant may not transfer rights granted under the ESPP other than by will, the laws of descent and distribution or as otherwise provided in the ESPP.

Certain transactions.    In the event of certain transactions or events affecting our common stock, such as any stock dividend or other distribution, change in control, reorganization, merger, consolidation or other corporate transaction, the plan administrator will make equitable adjustments to the ESPP and outstanding rights. In addition, in the event of the foregoing transactions or events or certain significant transactions, including a change in control, the plan administrator may provide for (1) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (2) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, (3) the adjustment in the number and type of shares of stock subject to outstanding rights, (4) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (5) the termination of all outstanding rights. Under the ESPP, a change in control has the same definition as given to such term in the 2019 Plan.

Plan amendment; termination.    The plan administrator may amend, suspend or terminate the ESPP at any time. However, stockholder approval of any amendment to the ESPP must be obtained for any amendment which increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the ESPP, changes the corporations or classes of corporations whose employees are eligible to participate in the ESPP, or changes the ESPP in any manner that would cause the ESPP to no longer be an employee stock purchase plan within the meaning of Section 423(b) of the Internal Revenue Code.

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

The following is a description of transactions since January 1, 2016, to which we have been a party, in which the amount involved exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

In April 2017, we purchased 85,000 Class B-2 units from our former Chief Operating Officer for $1.2 million which is being paid in four equal annual installments of $300,000 beginning March 15, 2018 and ending of March 15, 2021.

In May 2017, we purchased 225,000 Class B-1 units from an entity owned by our former Chief Executive Officer for $3.5 million, which is being paid as follows: $500,000 in May 2017; $500,000 in March 2018; $750,000 in March 2019; $750,000 in March 2020; and $1.0 million in March 2021. We renegotiated the $750,000 due on March 2019 and such amount will be paid as follows: $250,000 in April 2019, and $100,000 each month from May 2019 to September 2019. The unpaid amount of these payment obligations bear interest at a rate of 3% per annum. From April 2019 to September 2019, the interest rate is 10% per annum. Beginning October 2019, the interest rate will revert back to 3% per annum.

Indemnification Agreements and Directors’ and Officers’ Liability Insurance

Prior to the completion of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, will require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

Contribution and Merger Transactions

In connection with this offering, we will enter into a Contribution Agreement with each of the members of Psyop Media Company, LLC (other than Psyop, Inc. and All Asia Digital Entertainment Inc.) and Merger Agreements with Psyop, Inc. and All Asia Digital Entertainment Inc. Pursuant to the Merger Agreements, prior to the closing of this offering, each of Psyop, Inc. and All Asia Digital Entertainment Inc. will be merged with and into PCI Media, Inc. Pursuant to the Contribution Agreement, prior to the closing of this offering, the members of Psyop Media Company, LLC (other than Psyop, Inc. and All Asia Digital Entertainment Inc.) will contribute their membership interests in Psyop Media Company, LLC to PCI Media, Inc. in exchange for shares of common stock of PCI Media, Inc., and Psyop Media Company, LLC will become a wholly owned subsidiary of PCI Media, Inc. For more information on the number of shares of common stock to be held by certain of our holders upon the closing of this offering, see “Principal Stockholders”.

Stockholders’ Agreement

In connection with this offering, we will enter into a Stockholders’ Agreement with certain direct and indirect equityholders of Psyop Media Company, LLC in their capacity as stockholders of PCI Media, Inc. The following description of the Stockholders’ Agreement is a summary and is qualified by reference to the Stockholders’ Agreement, a copy of which is filed with the Securities and Exchange Commission as an exhibit to our registration statement, of which this prospectus forms a part.

Registration Rights.    The Stockholders’ Agreement will provide the stockholders party thereto with certain demand registration rights whereby the stockholders can require us to register their shares of common stock under the Securities Act and conduct underwritten offerings of such shares. The Stockholders’ Agreement will also provide the stockholders with piggyback registration rights.

 

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Founders Committee.    The Stockholders’ Agreement provides for a Founders Committee consisting of three of the founders of Psyop Media Company, LLC, which is authorized to make certain decisions and exercise certain rights under the Stockholders’ Agreement as described below. The “founders” are Hejung Marie Hyon, Kylie Matulick, Eben Mears, Robert Todd Mueller and Marco Spier. The initial members of the Founders Committee are Eben Mears, Robert Todd Mueller and Marco Spier.

Board Nominee; Observer; Voting Agreement (Founders).    Pursuant to the Stockholders’ Agreement:

 

   

For so long as the founders collectively hold at least 15% of our outstanding common stock, the Founders Committee will have the right to nominate one person, referred to as the Founders’ Designee, for election to our board of directors once every three years (i.e., to one of the three classes of the board); provided that (a) the Founders’ Designee is reasonably acceptable to the nominating and corporate governance committee of the board and (b) such nomination is made by a date to be specified in the Stockholders’ Agreement.

 

   

If the Founders’ Designee satisfies all independence and other requirements of membership on a board of directors imposed by the rules of Nasdaq (other than the requirements of Rule 10A-3(b)(1)(ii) under the Exchange Act), the Founders Committee may elect for the Founders’ Designee to serve on the nominating and corporate governance committee of the board. However, for purposes of serving on such committee, the Founders’ Designee need not be an “independent director” (as defined in Nasdaq rules) until one year after the listing of our common stock on Nasdaq.

 

   

For so long as the founders collectively hold at least 15% of our outstanding common stock, the Founders Committee will have the right to appoint one observer to the board of directors who must be reasonably acceptable to us.

 

 

   

For so long as the founders collectively hold at least 25% of our outstanding common stock, the nominating and corporate governance committee of the board will seek the advice of the Founders Committee before recommending the nomination of a person for election to the board of directors (other than the Astro Designee, as defined below).

 

   

Each founder will agree with us to vote all of his or her shares of our common stock for the Company’s nominees to the board of directors at each meeting at which such matter is presented for a vote.

Board Nominee; Observer; Voting Agreement (All Asia Digital Entertainment Inc.).    Pursuant to the Stockholders’ Agreement:

 

   

For so long as the sole stockholder of All Asia Digital Entertainment Inc. holds at least 5% of our outstanding common stock, such sole stockholder will have the right to nominate one person, referred to as the Astro Designee, for election to our board of directors once every three years (i.e., to one of the three classes of the board); provided that (a) the Astro Designee is reasonably acceptable to the nominating and corporate governance committee of the board, (b) the Astro Designee satisfies all independence and other requirements of membership on a board of directors imposed by the rules of Nasdaq (including the requirements of Rule 10A-3(b)(1)(ii) under the Exchange Act), and (c) such nomination is made by a date to be specified in the Stockholders’ Agreement.

 

   

If the Astro Designee satisfies all independence and other requirements of membership on a board of directors imposed by the rules of Nasdaq (including the requirements of Rule 10A-3(b)(1)(ii) under the Exchange Act), the sole stockholder of All Asia Digital Entertainment Inc. may elect for the Astro Designee to serve on the audit committee of the board.

 

   

For so long as the sole stockholder of All Asia Digital Entertainment Inc. holds at least 5% of our outstanding common stock, such sole stockholder will have the right to appoint one observer to each committee of the board of directors (other than the audit committee) who must be reasonably acceptable to us. Such sole stockholder will have the right to appoint one observer to our board who is reasonably acceptable to us after the stockholder is no longer able to nominate a director to the board and until such stockholder ceases to hold 50% of the shares issued to it at closing.

 

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The sole stockholder of All Asia Digital Entertainment Inc. will agree with us to vote all of its shares of our common stock for the Company’s nominees to the board of directors at each meeting at which such matter is presented for a vote.

Access Rights.    For so long as the founders collectively hold at least 25% of our outstanding common stock, each member of the Founders Committee will have reasonable access to our books and records and members of management, subject to the execution of a confidentiality agreement in customary form.

Lock-Up.    Each of the founders will agree to lock-up provisions with respect to the shares of common stock that he or she receives pursuant to the Contribution Agreement (referred to as his or her “Founder Shares”), including restrictions on the disposition of such Founder Shares without the prior written consent of our board of directors. Under the lock-up provisions, each founder may dispose of his or her Founder Shares without the consent of the board of directors according to the following schedule:

 

   

during the first six months after the date of the Stockholders’ Agreement, none of his or her Founder Shares;

 

   

during the period from the six-month anniversary of the date of the Stockholders’ Agreement through the 18-month anniversary of the date of the Stockholders’ Agreement (such 18-month anniversary referred to as the “Initial Release Date”), up to 25% of the aggregate number of Founder Shares originally issued to such founder;

 

   

during the period from the Initial Release Date through the 30-month anniversary of the date of the Stockholders’ Agreement (such 30-month anniversary, referred to as the “Second Release Date”), up to 50% of the aggregate number of Founder Shares originally issued to such founder (less the number of Founder Shares disposed of pursuant to the immediately preceding bullet);

 

   

during the period from the Second Release Date through the date that is the 36-month anniversary of the date of the Stockholders’ Agreement (such 36-month anniversary, referred to as the “Third Release Date”), up to 75% of the aggregate number of Founder Shares originally issued to such founder (less the number of Founder Shares disposed of pursuant to the two immediately preceding bullets); and

 

   

after the Third Release Date, up to 100% of the aggregate number of Founder Shares originally issued to such founder (less the number of Founder Shares disposed of pursuant to the three immediately preceding bullets).

The lock-up provisions will also allow each founder to transfer his or her Founder Shares to certain family members, estate planning vehicles and other persons, subject to customary restrictions.

Founder Agreements

We have entered into employment agreements (the “Founder Agreements”) with each of the following: Kylie Matulick, Eben Mears, Robert Todd Mueller, Hejung Marie Hyon, and Marco Spier. The initial term of the Founder Agreements will end on the third anniversary of the closing of this offering, and thereafter will renew for successive one-year terms unless either party provides 90 days’ notice to not renew his or her agreement.

Pursuant to the Founder Agreements, each founder is entitled to receive an annual base salary of $75,000, subject to annual revision.

Under the Founder Agreements, each founder is also eligible (i) to participate, at our sole cost, in and be covered under the health and welfare benefit plans and programs maintained for the benefit of our employees and (ii) reimbursement of reasonable commuting and automobile expenses. Each founder is entitled to at least 25 paid vacation or sick days per year and up to 30 days of unpaid personal leave, the timing of which is subject only to the approval of the other founders. Each founder will also have the right to review our books and records.

 

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Upon a termination of a Founder Agreement due to the founder’s permanent disability, the founder will be eligible to receive continued health and welfare benefits through the end of the term. In addition, upon a termination of a Founder Agreement due to a termination by us without “cause” or by the founder for “good reason” (each, as defined in the applicable Founder Agreement), the founder will receive a lump sum payment equal to the sum of six months of the founder’s salary and benefits.

The founders’ agreements contain customary confidentiality, non-competition and non-solicitation provisions. The agreements include a “gross up” provision under Section 280G of the Code, pursuant to which any “parachute payments” that become payable to either founder will be increased to cover any incremental taxes associated with such payments. The Founders’ Agreements also contain provisions exculpating the founders for any personal liability to us or our stockholders for monetary damages for breach of fiduciary duties as an officer or director of our company to the extent permitted by applicable law, and requiring us to indemnify each founder to the maximum extent permitted by applicable law for claims made or threatened to be made against each founder by reason of her or her service as a director, officer or employee of our company or certain related entities. Each founder also has the right to review our books and records.

In addition to the Founder Agreements, we have entered into service agreements (the “Services Agreements”) with entities affiliated with each founder (each, a “Founder Entity”). Pursuant to the Services Agreements, each Founder Entity serves as an Executive Creative Director, the services of which are performed by the applicable founder. The initial term of each Service Agreement will end on the third anniversary of the closing of this offering and thereafter automatically will renew for one-year terms, subject to either party providing 90 days’ notice to not renew its Services Agreement.

Under the Services Agreements, each Founder Entity is entitled to receive a service fee of $275,000 per year, subject to annual revision, but will be reduced by any live action directing fees payable to the Founder Entity and/or the applicable founder. In addition, it is entitled to receive “additional compensation” equal to 20% of the amount by which directing income earned collectively by the Founder Entities for a given fiscal year exceeds $1,750,000.

Upon a termination due to the applicable founder’s death or permanent disability, the Founder Entity will be eligible to receive an amount equal to the additional compensation payable for the fiscal year in which the founder’s employment terminates or the immediately preceding fiscal year, whichever is higher, prorated through the date of the founder’s death or disability. In addition, upon a termination of the Founder Entity’s services by us without “cause” or by the Founder Entity due to resignation for “good reason,” (each, as defined in the applicable Services Agreement), it will receive (i) a lump sum payment equal to the sum of six months of the annual service fee, and (ii) an amount equal to the sum of the additional compensation payable for the fiscal year in which its services terminate or the immediately preceding fiscal year, whichever is higher.

 

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PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 2019, and as adjusted to reflect the sale of the Units offered by us in this offering, for:

 

   

each of our named executive officers;

 

   

each of our directors;

 

   

all of our current directors and executive officers as a group; and

 

   

each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, which generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security. Unless otherwise indicated, to our knowledge, the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. The information in the table below does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Securities Act.

We have based our calculation of the percentage of beneficial ownership prior to and after this offering on                  shares of common stock outstanding immediately prior to this offering (after giving effect to the Contribution and Merger Transactions) and on                  shares of common stock outstanding immediately after the completion of this offering (and after giving effect to the Contribution and Merger Transactions and assuming no exercise of the underwriters’ over-allotment option). We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2019 to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person. We did not, however, deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

 

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Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o PCI Media, Inc., 523 Victoria Avenue, Venice, California 90291.

 

      

Shares Beneficially Owned
Immediately Prior to  this Offering

     % of Outstanding
Shares Beneficially
Owned after this
Offering
 
Name and Address of Beneficial Owners      Shares        %  
    

 

 

      

 

 

    

 

 

 

5% Stockholders:

            

All Asia Digital Entertainment Inc.

            

Hejung Marie Hyon

            

Kylie Matulick

            

Eben Mears

            

Robert Todd Mueller

            

Marco Spier

            

Directors and Named Executive Officers:

            

D. Hunt Ramsbottom

            

Thomas Boyle

            

Sandy Grushow

            

David Sanderson

            

Marc Stapley

            

All directors and named executive officers as a group

            

 

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DESCRIPTION OF UNITS AND WARRANTS

General

The following description of our Units and Warrants are summaries and are qualified by reference to the forms of Warrant agreement, Warrant certificate and Unit certificate filed with the Securities and Exchange Commission as exhibits to our registration statement, of which this prospectus forms a part.

Units

Each Unit consists of one share and one Warrant. The Units will begin trading on                , 2019. The Units will automatically separate and each of the shares and Warrants will trade separately commencing on                , 2019.

Warrants to Be Issued as part of a Unit in this Offering

In connection with the purchase of each Unit, each investor will receive one share and one Warrant. Each full Warrant entitles the registered holder to purchase one share at an initial exercise price per share equal to 130% of the initial public offering price per Unit.

The Warrants may only be exercised for cash or, in the circumstances described below, pursuant to a cashless exercise. The Warrants will expire on                , 2024 at 5:00 p.m., New York City time. We may call the Warrants for redemption as follows:

 

   

at a price of $0.01 for each Warrant at any time while the Warrants are exercisable;

 

   

upon not less than 30 days prior written notice of redemption to each Warrant holder; and

 

   

if, and only if, the reported last sale price of the common stock equals or exceeds 200% of the initial public offering price per Unit (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of our common stock occurring after the issuance date) for the 20-trading-day period ending on the third business day prior to the notice of redemption to Warrant holders.

If the foregoing conditions are satisfied and we call the Warrants for redemption, each Warrant holder will be entitled to exercise his, her or its Warrant prior to the date scheduled for redemption. However, there can be no assurance that the price of the common stock will exceed the call price or the Warrant exercise price after the redemption call is made.

The Warrants will initially be represented by the certificate representing a Unit, and from and after the Separation Date, will be issued in registered form, in each case pursuant to a Warrant Agreement between Registrar and Transfer Company, as Warrant agent, and us. Until the Separation Date, the Warrants may not be transferred, split up or combined separately from the shares with which they were sold as a Unit. You should review a copy of the Warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the Warrants.

The exercise price and number of shares issuable on exercise of the Warrants is subject to adjustment in certain circumstances, including but not limited to in the event of a stock split, stock dividend, recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for the issuances of common stock or securities convertible or exercisable into common stock at a price below the then current exercise price of the Warrants.

If at any time during the exercise period for the Warrants there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock underlying the Warrants, then the Warrants may only be exercised by means of a "cashless exercise" according to a formula set forth in the Warrant agreement.

 

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The Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date at the offices of the Warrant agent, with the exercise form on the reverse side of the Warrant certificate completed and executed as indicated, and, unless the Warrant holder is effecting a cashless exercise pursuant to the terms of the Warrants agreement, accompanied by full payment of the exercise price, by certified check payable to us or by wire transfer of immediately available funds to an account designated by us, for the number of Warrants being exercised. The Warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their Warrants and received shares. After issuance of shares upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

 

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DESCRIPTION OF CAPITAL STOCK

General

As of the closing of this offering, our authorized capital stock will consist of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.

The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering. Our amended and restated certificate of incorporation and amended and restated bylaws will be approved by our pre-IPO stockholders prior to this offering. Copies of these documents will be filed with the Securities and Exchange Commission as exhibits to our registration statement, of which this prospectus forms a part. The description of our capital stock reflects changes to our capital structure that will occur upon the closing of this offering.

Common Stock

Upon completion of this offering, we will have                 shares of our common stock outstanding and held of record by                  stockholders, assuming the completion of the Contribution and Merger Transactions, which will occur prior to the completion of this offering.

Voting Rights

Holders of our common stock are entitled to one vote per share of common stock. Holders of shares of common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders. We will not provide for cumulative voting for the election of directors in our amended and restated certificate of incorporation.

Economic Rights

Dividends.    Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine. See “Dividend Policy” for more information. Any dividend or distributions paid or payable to the holders of shares of common stock will be paid pro rata, on an equal priority, pari passu basis.

Right to Receive Liquidation Distributions.    Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders will be distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Choice of Forum

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty by any of our directors, officers, or stockholders owed to us or our stockholders; (3) any action arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or (4) any action asserting a

 

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claim against us governed by the internal affairs doctrine; provided that the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, the Securities Act or any claim for which the federal courts have exclusive jurisdiction. If any such action is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder will be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce such actions and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder. Our amended and restated certificate of incorporation will also provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to this choice of forum provision. It is possible that a court of law could rule that the choice of forum provision contained in our amended and restated certificate of incorporation and amended and restated bylaws is inapplicable or unenforceable if it is challenged in a proceeding or otherwise. This choice of forum provision has important consequences for our stockholders. See “Risk Factors – Risks Related to this Offering and Ownership of Our Common Stock – Our amended and restated certificate of incorporation and amended and restated bylaws will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.”

Preferred Stock

Under the terms of our amended and restated certificate of incorporation that will become effective upon the closing of this offering, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Upon the closing of this offering, there will be no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.

Anti-takeover Provisions

Classified Board of Directors and Removal of Directors

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our board of directors will be divided into three classes, with the classes as nearly equal in number as possible and each class serving three-year staggered terms. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board.

Our amended and restated certificate of incorporation and our amended and restated bylaws will provide that a director may be removed only for cause. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

As described under “Certain Relationships and Related Party Transactions—Stockholders’ Agreement,” the Stockholders’ Agreement provides our founders and one of our existing investors the right, subject to certain conditions, to nominate for election two members to our board of directors (which would be in addition to the four members currently serving) and requires all of our existing equityholders to vote in favor of their election, which

 

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will substantially limit the right of investors in this offering to elect or remove those nominees. Because investors in this offering will have a limited ability to change the composition of our board of directors, their ability to effect a change of control of the company will also be limited.

Stockholder Action; Special Meeting of Stockholders

Our amended and restated certificate of incorporation will provide that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing by such stockholders. Our amended and restated certificate of incorporation and amended and restated bylaws also will provide that, except as otherwise required by law, special meetings of our stockholders can only be called by the chair of our board of directors or by the secretary upon the direction of our board of directors.

Amendment to or Repeal of Amended and Restated Bylaws

Our amended and restated bylaws will require the approval of a majority of the then authorized directors in order for our board of directors to amend or repeal such bylaws or the approval of the holders of at least a majority of the voting power of all outstanding shares of voting stock in order for our stockholders to amend or repeal such bylaws. This provision will have the effect of making it more difficult to amend or repeal our amended and restated bylaws.

Authorized But Unissued Shares

The authorized but unissued shares of our common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of Nasdaq. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

The foregoing provisions of our amended and restated certificate of incorporation and amended and restated bylaws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by our board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction that might benefit you or other minority stockholders.

In addition, upon the closing of this offering, we will be subject to Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

Transfer Agent, Warrant Agent and Registrar

Upon completion of this offering, the transfer agent and registrar for our Units and common stock, and warrant agent for our Warrants, will be Computershare Trust Company, N.A. The address of the transfer agent, warrant agent and registrar is 250 Royall Street, Canton, Massachusetts 02021.

 

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Limitations of Liability and Indemnification

See the section captioned “Certain Relationships and Related Party Transactions – Indemnification Agreements and Directors’ and Officers’ Liability Insurance.”

Listing

Before the date of this prospectus, there has been no public market for our Units, Shares or Warrants. We intend to apply to have our Units approved for listing on the Nasdaq Capital Market, subject to notice of issuance, under the symbol “PCIM.U.” Once the securities comprising the Units begin separate trading, we expect that the Shares and Warrants will be approved for listing on the Nasdaq Capital Market under the symbols PCIM and PCIM.W, respectively.

 

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market prices of our securities prevailing from time to time. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares of our common stock will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market prices at such time and our ability to raise equity capital in the future.

Upon the completion of this offering,              shares of common stock will be outstanding, assuming no exercise of the Warrants included in the Units and no exercise of the underwriters’ over-allotment option to purchase additional shares. Of these outstanding shares, all of the shares of our common stock sold in this offering will be freely tradable as part of the Units or, after the Separation Date, separately, except that any shares included in the Units purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below.

The remaining outstanding shares of our common stock will be, deemed “restricted securities” as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below. All of our executive officers, directors and holders of substantially all of our capital stock and securities exercisable or convertible into our capital stock have entered into market standoff agreements with us or lock-up agreements with the underwriters under which they have agreed, subject to specific exceptions, not to sell any of our stock for 180 days following the date of this prospectus. As a result of these agreements and subject to the provisions of Rule 144 or Rule 701 and the Stockholders’ Agreement, shares of our common stock will be available for sale in the public market as follows:

 

   

beginning on the date of this prospectus, all              shares of our common stock sold in this offering will be immediately available for sale in the public market; and

 

   

beginning 181 days after the date of this prospectus, the remaining              shares of our common stock will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144 and the provisions of the Stockholders’ Agreement, as described under “Certain Relationships and Related Party Transactions—Stockholders’ Agreement”.

Lock-Up Agreements

We and all of our directors and officers, as well as the other holders of substantially all shares of common stock (including securities exercisable or convertible into our common stock) outstanding immediately prior to this offering, have agreed or will agree that, without the prior written consent of Roth Capital Partners, LLC, during the period from the date of this prospectus and ending on the date 180 days after the date of this prospectus, we and they will not, among other things:

 

   

offer, pledge, sell, contract to sell, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock, options or warrants to purchase shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock; or

 

   

in our case, file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

 

   

in the case of our directors, officers and other holders of our securities, make any demand for exercise of any rights with respect to the registration of any securities.

This agreement is subject to certain exceptions. See “Underwriting” below for additional discussion.

 

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In addition, our founders have agreed to lock-up provisions under the Stockholders’ Agreement. See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement” below.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares of our common stock proposed to be sold for at least six months is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares of our common stock on behalf of our affiliates are entitled to sell upon expiration of the market standoff agreements and lock-up agreements described above and the restrictions imposed by the Stockholders’ Agreement also described above, within any three-month period, a number of shares that does not exceed the greater of:

 

   

1% of the number of shares of our capital stock then outstanding, which will equal              shares immediately after this offering; or

 

   

the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 by our affiliates or persons selling shares of our common stock on behalf of our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our capital stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701.

Registration Statement

We intend to file a registration statement on Form S-8 under the Securities Act promptly after the completion of this offering to register shares of our common stock reserved for future issuance under our 2019 Plan. The registration statement on Form S-8 is expected to become effective immediately upon filing, and shares of our common stock covered by the registration statement will then become eligible for sale in the public market, subject to the Rule 144 limitations applicable to affiliates, vesting restrictions and any applicable market standoff agreements and lock-up agreements. See the section captioned “Executive Compensation—2019 Incentive Award Plan” and “Executive Compensation—2019 Employee Stock Purchase Plan” for a description of our equity compensation plans.

 

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Registration Rights

Upon the closing of this offering, the holders of              shares of common stock or their transferees will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement” for additional information. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of the lock-up agreement and, with respect to certain of our stockholders, upon the termination of the restrictions on transfer contained in the Stockholders’ Agreement.

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of the Units or components thereof, which we refer to collectively as the securities, issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or IRS, in effect as of the date of this offering. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the securities. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position regarding the tax consequences of the purchase, ownership and disposition of the securities or Shares received upon the exercise of the Warrants.

This discussion is limited to holders that hold the securities as a “capital asset” within the meaning of Section 1221 of the Code (property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the alternative minimum tax or the unearned income Medicare contribution tax. In addition, it does not address consequences relevant to holders subject to particular rules, including, without limitation:

 

   

U.S. expatriates and former citizens or long-term residents of the United States;

 

   

persons holding securities as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

 

   

banks, insurance companies, and other financial institutions;

 

   

brokers, dealers or traders in securities;

 

   

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

 

   

partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

 

   

tax-exempt organizations or governmental organizations;

 

   

persons deemed to sell our securities under the constructive sale provisions of the Code;

 

   

persons who hold or receive our securities pursuant to the exercise of any employee stock option or otherwise as compensation;

 

   

tax-qualified retirement plans;

 

   

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds; and

 

   

persons subject to special tax accounting rules as a result of any item of gross income with respect to the securities being taken into account in an “applicable financial statement” (as defined in the Code).

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds the securities, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding the securities and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

 

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THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE SECURITIES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Each Unit will be treated for U.S. federal income tax purposes as an investment unit consisting of one Share and one Warrant to purchase one Share. In determining their basis for the Share and Warrant composing a Unit, purchasers of securities should allocate their purchase price for the Unit between the components on the basis of their relative fair market values at the time of issuance. The Company does not intend to advise purchasers of the securities with respect to this determination, and purchasers of the securities are advised to consult their tax and financial advisors with respect to the relative fair market values of the Shares and the Warrants for federal income tax purposes.

Tax Considerations Applicable to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. holder” is any beneficial owner of the securities that, for U.S. federal income tax purposes, is:

 

   

an individual who is a citizen or resident of the United States;

 

   

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

 

   

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

 

   

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has made a valid election under applicable Treasury Regulations to continue to be treated as a United States person.

Distributions on Shares

As described in the section entitled “Dividend Policy,” we currently do not intend to declare or pay any cash dividends in the foreseeable future. However, if we do make distributions on our common stock, such distributions generally will constitute dividends to the extent paid out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. With respect to non-corporate taxpayers, such dividends are generally taxed at the lower applicable capital gains rate provided certain holding period requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital and first be applied against and reduce a U.S. holder’s adjusted tax basis in its Shares, but not below zero. Any excess will be treated as capital gain and will be treated as described below in the section relating to the sale or disposition of our common stock. Dividends received by a corporate U.S. holder may be eligible for a dividends received deduction, subject to applicable limitations.

Sale or Other Taxable Disposition of Shares

Upon the sale, exchange or other taxable disposition of the Shares, a U.S. holder generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon the sale, exchange or other taxable disposition and (ii) such holder’s tax basis in the Shares. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period in such Shares is more than one year at the time of the sale, exchange or other taxable disposition. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, generally will be subject to reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

 

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Sale or Other Disposition, Exercise or Expiration of Warrants

Upon the sale or other disposition of a Warrant (other than by exercise), a U.S. holder will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or other disposition and the U.S. holder’s tax basis in the Warrant. This capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period in such Warrant is more than one year at the time of the sale or other disposition. The deductibility of capital losses is subject to limitations.

In general, a U.S. holder will not be required to recognize income, gain or loss upon exercise of a Warrant for its exercise price. A U.S. holder’s tax basis in a share of common stock received upon exercise will be equal to the sum of (1) the U.S. holder’s tax basis in the Warrant and (2) the exercise price of the Warrant. A U.S. holder’s holding period in the shares received upon exercise will commence on the day after such holder exercises the Warrants. Although there is no direct legal authority as to the U.S. federal income tax treatment of an exercise of a Warrant on a cashless basis, we intend to take the position that such exercise will not be taxable, either because the exercise is not a gain realization event or because it qualifies as a tax-free recapitalization. In the former case, the holding period of the shares of our common stock received upon exercise of Warrants should commence on the day after the Warrants are exercised. In the latter case, the holding period of the shares of our common stock received upon exercise of Warrants would include the holding period of the exercised Warrants. However, our position is not binding on the IRS, and the IRS may treat a cashless exercise of a Warrant as a taxable exchange. U.S. holders are urged to consult their tax advisors as to the consequences of an exercise of a Warrant on a cashless basis, including with respect to their holding period and tax basis in the common stock received.

If a Warrant expires without being exercised, a U.S. holder will recognize a capital loss in an amount equal to such holder’s tax basis in the Warrant. Such loss will be long-term capital loss if, at the time of the expiration, the U.S. holder’s holding period in such Warrant is more than one year. The deductibility of capital losses is subject to limitations.

Constructive Dividends on Warrants

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if at any time during the period in which a U.S. holder holds Warrants we were to pay a taxable dividend to our stockholders and, in accordance with the anti-dilution provisions of the Warrants, the conversion rate of the Warrants were increased, that increase would be deemed to be the payment of a taxable dividend to a U.S. holder of the Warrants to the extent of our earnings and profits, notwithstanding the fact that such holder will not receive a cash payment. If the conversion rate is adjusted in certain other circumstances (or in certain circumstances, there is a failure to make adjustments), such adjustments may also result in the deemed payment of a taxable dividend to a U.S. holder. U.S. holders should consult their tax advisors regarding the proper treatment of any adjustments to the Warrants.

We are currently required to report the amount of any deemed distributions on our website or to the IRS. The IRS proposed regulations addressing the amount and timing of deemed distributions, as well as, obligations of withholding agents and filing and notice obligations of issuers in respect of such deemed distributions. If adopted as proposed, the regulations would generally provide that (i) the amount of a deemed distribution is the excess of the fair market value of the right to acquire stock immediately after the exercise price adjustment over the fair market value of the right to acquire stock (after the exercise price adjustment) without the adjustment, (ii) the deemed distribution occurs at the earlier of the date the adjustment occurs under the terms of the instrument and the date of the actual distribution of cash or property that results in the deemed distribution and (iii) we are required to report the amount of any deemed distributions on our website or to the IRS and to all holders (including holders that would otherwise be exempt from reporting). The final regulations will be effective for deemed distributions occurring on or after the date of adoption, but holders and withholding agents may rely on them prior to that date under certain circumstances.

 

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Information Reporting and Backup Withholding

A U.S. holder may be subject to information reporting and backup withholding when such holder receives payments on the securities (including constructive dividends) or receives proceeds from the sale or other taxable disposition of securities. Certain U.S. holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. holder will be subject to backup withholding if such holder is not otherwise exempt and such holder:

 

   

fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;

 

   

furnishes an incorrect taxpayer identification number;

 

   

is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or

 

   

fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Considerations Applicable to Non-U.S. Holders

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of the securities that is neither a U.S. holder nor an entity treated as a partnership for U.S. federal income tax purposes.

Distributions on Shares

As described in the section entitled “Dividend Policy,” we currently do not intend to declare or pay any cash dividends in the foreseeable future. However, if we do make distributions on our common stock, such distributions of cash or property on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a non-U.S. holder’s adjusted tax basis in its Shares, but not below zero. Any excess will be treated as capital gain and will be treated as described below in the section relating to the sale or disposition of our Shares or Warrants.

Subject to the discussion below on effectively connected income, dividends paid to a non-U.S. holder of our common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the non-U.S. holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A non-U.S. holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a non-U.S. holder are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), the non-U.S. holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the non-U.S. holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States.

 

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Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Exercise of Warrants

A non-U.S. holder generally will not be subject to U.S. federal income tax on the exercise of Warrants into shares of common stock. However, if a cashless exercise of the Warrants results in a taxable exchange, as described in "—Tax Considerations Applicable to U.S. Holders—Sale or Other Disposition, Exercise or Expiration of Warrants," the rules described below under "Sale or Other Disposition of Shares or Warrants" would apply.

Sale or Other Disposition of Shares or Warrants

Subject to the discussions below on backup withholding and foreign accounts, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of Shares or Warrants unless:

 

   

the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable);

 

   

the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

 

   

our common stock or Warrants constitute U.S. real property interests, or USRPIs, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates. A non-U.S. holder that is a foreign corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) of a portion of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain derived from the disposition, which may be offset by certain U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States) provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we are not currently and do not anticipate becoming a USRPHC. Because the determination of whether we are a USRPHC depends on the fair market value of our USRPIs relative to the fair market value of our other business assets and our non-U.S. real property interests, however, there can be no assurance we are not a USRPHC or will not become one in the future.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Constructive Dividends on Warrants

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends in the foreseeable future. However, if at any time during the period in which a non-U.S. holder holds Warrants we

 

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were to pay a taxable dividend to our stockholders and, in accordance with the anti-dilution provisions of the Warrants, the conversion rate of the Warrants were increased, that increase would be deemed to be the payment of a taxable dividend to a non-U.S. holder to the extent of our earnings and profits, notwithstanding the fact that such holder will not receive a cash payment. If the conversion rate is adjusted in certain other circumstances (or in certain circumstances, there is a failure to make adjustments), such adjustments may also result in the deemed payment of a taxable dividend to a non-U.S. holder. Any resulting withholding tax attributable to deemed dividends may be collected from other amounts payable or distributable to the non-U.S. holder. Non-U.S. holders should consult their tax advisors regarding the proper treatment of any adjustments to the Warrants.

Information Reporting and Backup Withholding

Subject to the discussion below on foreign accounts, a non-U.S. holder will not be subject to backup withholding with respect to distributions on our securities we make to the non-U.S. holder, provided the applicable withholding agent does not have actual knowledge or reason to know such holder is a United States person and the holder certifies its non-U.S. status, such as by providing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or other applicable certification. However, information returns will be filed with the IRS in connection with any distributions on our securities paid to the non-U.S. holder, regardless of whether any tax was actually withheld. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Information reporting and backup withholding may apply to the proceeds of a sale or other taxable disposition of Shares or Warrants within the United States, and information reporting may (although backup withholding generally will not) apply to the proceeds of a sale or other taxable disposition of Shares or Warrants outside the United States conducted through certain U.S.-related financial intermediaries, in each case, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder on IRS Form W-8BEN or W-8BEN-E, or other applicable form (and the payor does not have actual knowledge or reason to know that the beneficial owner is a U.S. person) or such owner otherwise establishes an exemption. Proceeds of a disposition of our Shares or Warrants conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our securities paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

 

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Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our securities. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, recently proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in the Units.

 

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UNDERWRITING

We have entered into an underwriting agreement with Roth Capital Partners, LLC, acting as the representative of the several underwriters named below, with respect to the Units subject to this offering. Subject to certain conditions, we have agreed to sell to the underwriters, and the underwriters have severally agreed to purchase, the number of Units provided below opposite their respective names.

 

Underwriters

               Number of Shares               

Roth Capital Partners, LLC

                       

    

  
  

 

 

 

Total

  

The underwriters are offering the Units subject to their acceptance of the Units from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the Units offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the Units if any such Units are taken. However, the underwriters are not required to take or pay for the Units covered by the underwriters’ over-allotment option described below.

Over-Allotment Option

We have granted the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of              additional Units to cover over-allotments, if any, at the public offering price set forth on the cover page of this prospectus, less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Units offered by this prospectus. If the underwriters exercise this option, each underwriter will be obligated, subject to certain conditions, to purchase a number of additional shares proportionate to that underwriter’s initial purchase commitment as indicated in the table above.

Discount, Commissions and Expenses

The underwriters have advised us that they propose to offer the Units to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $                per Unit. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $                per Unit to certain brokers and dealers. After this offering, the initial public offering price, concession and reallowance to dealers may be changed by the representative. No such change will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The Units are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

The following table shows the underwriting discount payable to the underwriters by us in connection with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional Units.

 

     Per Unit(1)      Total Without
Exercise of

Over-Allotment
Option
     Total With
Exercise of

Over-Allotment
Option
 

Public offering price

   $                    $                    $                

Underwriting discount

   $        $        $    

 

(1)

Does not include the Representative’s Warrant or the rights granted to the representative, each as described below.

 

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We have agreed to reimburse the underwriters for certain out-of-pocket expenses, including the fees and disbursements of their counsel, up to an aggregate of $175,000. We estimate that the total expenses payable by us in connection with this offering, other than the underwriting discount referred to above, will be approximately $                 million.

Representative’s Warrant

We have also agreed to issue to the representative a warrant to purchase a number of our Units equal to an aggregate of 8% of the Units sold in this offering. The Representative’s Warrant will have an exercise price equal to 115% of the initial public offering price of the Units sold in this offering and may be exercised on a cashless basis. The Representative’s Warrant is not redeemable by us, becomes exercisable 180 days from the effective date of the registration statement of which this prospectus forms a part and will expire on the fifth anniversary of such effective date. The Representative’s Warrant will provide for adjustment in the number and price of such Representative’s Warrant (and the Units underlying such Representative’s Warrant) in the event of recapitalization, merger or other fundamental transaction. Representative’s Warrant and the securities issuable in respect thereof have been deemed compensation by FINRA and are therefore subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), neither the Representative’s Warrant nor any securities issuable in respect thereof may be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which the Representative’s Warrant is being issued, except the transfer of any security:

 

   

by operation of law or by reason of reorganization of the Company;

 

   

to any FINRA member firm participating in this offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction described above for the remainder of the time period;

 

   

if the aggregate amount of securities of the Company held by either an underwriter or a related person do not exceed 1% of the securities being offered;

 

   

that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or

 

   

the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction set forth above for the remainder of the time period.

In addition, in accordance with FINRA Rule 5110(f)(2)(G), the Representative’s Warrant may not contain certain terms.

No Public Market

Prior to this offering, there has not been a public market for our securities and the public offering price for our securities, including the initial public offering price of the Units, will be determined through negotiations between us and the representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the representative believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.

No assurance can be given that the initial public offering price will correspond to the price at which our securities will trade in the public market subsequent to this offering or that an active trading market for our securities will develop and continue after this offering.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or the Securities Act, and liabilities arising from breaches of representations

 

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and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Lock-up Agreements

We, our officers, directors and substantially all of our stockholders have agreed, subject to limited exceptions, for a period of 180 days after the date of the underwriting agreement, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of common stock or any securities convertible into or exchangeable for our common stock either owned as of the date of the underwriting agreement or thereafter acquired without the prior written consent of the representative. The representative may, in its sole discretion and at any time or from time to time before the termination of the lock-up period release all or any portion of the securities subject to lock-up agreements; provided, however, that, subject to limited exceptions, at least three business days before the release or waiver or any lock-up agreement, the representative must notify us of the impending release or waiver and we will be required to announce the impending release or waiver through a major news service at least two business days before the release or waiver.

Price Stabilization, Short Positions and Penalty Bids

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act:

 

   

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

 

   

Over-allotment involves sales by the underwriters of Units in excess of the number of Units the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of Units over-allotted by the underwriters is not greater than the number of Units that they may purchase in the over-allotment option. In a naked short position, the number of Units involved is greater than the number of Units in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing Units in the open market.

 

   

Syndicate covering transactions involve purchases of Units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of Units to close out the short position, the underwriters will consider, among other things, the price of Units available for purchase in the open market as compared to the price at which they may purchase Units through the over-allotment option. If the underwriters sell more Units than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying Units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the Units in the open market after pricing that could adversely affect investors who purchase in the offering.

 

   

Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the Units originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Units or preventing or retarding a decline in the market price of the Units. As a result, the price of our Units may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Units. In addition, neither we nor the underwriters make any representations that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

 

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Listing, Warrant Agent and Transfer Agent

We intend to apply to have our Units approved for listing on the Nasdaq Capital Market, subject to notice of issuance, under the symbol “PCIM.U.” Once the securities comprising the Units begin separate trading, we anticipate that the Shares and Warrants will be listed on the Nasdaq Capital Market under the symbols PCIM and PCIM.W, respectively. The transfer agent of our Units and common stock, and warrant agent for our Warrants, is Computershare Trust Company, N.A.

Electronic Distribution

This prospectus in electronic format may be made available on websites or through other online services maintained by one or more of the underwriters, or by their affiliates. Other than this prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter, and should not be relied upon by investors.

Other

From time to time, certain of the underwriters and/or their affiliates have provided, and may in the future provide, various investment banking and other financial services for us for which services they have received and, may in the future receive, customary fees. In the course of their businesses, the underwriters and their affiliates may actively trade our securities or loans for their own account or for the accounts of customers, and, accordingly, the underwriters and their affiliates may at any time hold long or short positions in such securities or loans. Except for services provided in connection with this offering, no underwriter has provided any investment banking or other financial services to us during the 180-day period preceding the date of this prospectus and we do not expect to retain any underwriter to perform any investment banking or other financial services for at least 90 days after the date of this prospectus.

 

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NOTICE TO INVESTORS

Notice to Investors in the United Kingdom

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any securities which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any such securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) by the underwriter to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of these securities shall result in a requirement for the publication by the issuer or the underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any of the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any such securities to be offered so as to enable an investor to decide to purchase any such securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each underwriter has represented, warranted and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any of the securities in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and

(b) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

European Economic Area

In particular, this document does not constitute an approved prospectus in accordance with European Commission’s Regulation on Prospectuses no. 809/2004 and no such prospectus is to be prepared and approved in connection with this offering. Accordingly, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (being the Directive of the European Parliament and of the Council 2003/71/EC and including any relevant implementing measure in each Relevant Member State) (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) an offer of securities to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to such securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another

 

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Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of securities to the public in that Relevant Member State at any time:

 

   

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

 

   

to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in the last annual or consolidated accounts; or

 

   

in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any of the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. For these purposes the securities offered hereby are “securities.”

 

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LEGAL MATTERS

Latham & Watkins, LLP, Menlo Park, California will pass upon the validity of the securities being offered by this prospectus. Lowenstein Sandler LLP, New York, New York is acting as counsel to the underwriters.

EXPERTS

The consolidated financial statements of Psyop Media Company, LLC and subsidiaries as of December 31, 2018 and 2017, and for the years then ended have been included herein in reliance upon the report of Citrin Cooperman & Company, LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC also maintains a website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the public reference facilities and website of the SEC referred to above. We also maintain a website at www.pcimediainc.com where, upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information on or that can be accessed through our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

 

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PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Unaudited Financial Statements

  

Unaudited Consolidated Balance Sheets

     F-1  

Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)

     F-2  

Unaudited Consolidated Statements of Changes in Members’ Equity

     F-3  

Unaudited Consolidated Statements of Cash Flows

     F-4  

Unaudited Notes to Consolidated Financial Statements

     F-5  

Audited Financial Statements

  

Report of Independent Registered Public Accounting Firm

     F-13  

Consolidated Balance Sheets

     F-14  

Consolidated Statements of Operations and Comprehensive Income (Loss)

     F-15  

Consolidated Statements of Changes in Members’ Equity

     F-16  

Consolidated Statements of Cash Flows

     F-17  

Notes to Consolidated Financial Statements

     F-18  


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PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

 

     March 31,
2019
(unaudited)
    December 31,
2018
 

ASSETS

    

Current assets

    

Cash

   $ 1,615,223     $ 4,033,604  

Accounts receivable, net

     3,548,865       4,020,506  

Contract assets

     1,384,542       572,429  

Prepaid expenses

     899,990       653,238  
  

 

 

   

 

 

 

Total current assets

     7,448,620       9,279,777  

Property and equipment, net

     3,258,855       3,530,641  

Deferred tax asset

     169,337       157,555  

Equity method investment

     1,989,734       1,942,699  

Other assets

     366,726       333,003  
  

 

 

   

 

 

 

Total assets

   $ 13,233,272     $ 15,243,675  
  

 

 

   

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

    

Current liabilities

    

Accounts payable and other current liabilities

   $ 4,256,840     $ 5,986,394  

Bank note payable, current portion

     -       352,302  

Bank line of credit

     1,000,000       -  

Other notes payable, current portion

     2,125,580       1,368,353  

Contract liabilities

     1,834,478       1,724,770  
  

 

 

   

 

 

 

Total current liabilities

     9,216,898       9,431,819  

Other notes payable, less current portion

     1,978,293       3,092,825  

Other long term liabilities

     1,744,386       1,753,574  
  

 

 

   

 

 

 

Total liabilities

     12,939,577       14,278,218  
  

 

 

   

 

 

 

Commitments and contingencies

    

Members’ equity

    

Members’ equity

     1,255,612       1,935,981  

Due from member

     (809,875     (809,030

Accumulated other comprehensive loss

     (152,042     (161,494
  

 

 

   

 

 

 

Total members’ equity

     293,695       965,457  
  

 

 

   

 

 

 

Total liabilities and members’ equity

   $ 13,233,272     $ 15,243,675  
  

 

 

   

 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

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PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

 

     Three Months Ended March 31,  
     2019     2018  

Contract revenues

   $ 15,056,063     $ 14,410,092  

Cost of contract revenues

     11,997,344       11,270,107  
  

 

 

   

 

 

 

Gross profit

     3,058,719       3,139,985  

Selling, general and administrative expenses

     3,655,906       3,576,247  
  

 

 

   

 

 

 

Operating loss

     (597,187     (436,262
  

 

 

   

 

 

 

Other expense

    

Interest expense

     (27,630     (42,752

Other expense

     (70,308     (20,850
  

 

 

   

 

 

 
     (97,938     (63,602
  

 

 

   

 

 

 

Loss before income tax benefit

     (695,125     (499,864

Income tax benefit

     11,782       99,092  

Income from equity method investment

     2,974       -  
  

 

 

   

 

 

 

Net loss

     (680,369     (400,772

Other comprehensive income

    

Foreign currency translation gain

     9,452       -  
  

 

 

   

 

 

 

Comprehensive loss

   $ (670,917   $ (400,772
  

 

 

   

 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

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PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

Three Months Ended March 31, 2019

 

     Members’ Equity     Accumulated Other
Comprehensive Loss
    Due From
Member
    Total Members’
Equity
 

Balances, December 31, 2018

   $ 1,935,981     $ (161,494   $ (809,030   $ 965,457  
  

 

 

   

 

 

   

 

 

   

 

 

 

Foreign currency translation adjustment

       9,452         9,452  

Net loss

     (680,369         (680,369

Member advance

         (845     (845
  

 

 

   

 

 

   

 

 

   

 

 

 

Balances, March 31, 2019

   $ 1,255,612     $ (152,042   $ (809,875   $ 293,695  
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

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PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Three Months Ended March 31,  
     2019     2018  

Cash flows from operating activities

    

Net loss

   $ (680,369   $ (400,772

Adjustments to reconcile net loss to net cash used in operating activities:

    

Deferred income tax benefit

     (11,782     (80,218

Deferred rent

     (9,187     117,288  

Depreciation and amortization

     309,161       333,615  

Increase (decrease) in cash attributable to changes in operating assets and liabilities:

    

Accounts receivable

     471,641       271,240  

Contract assets

     (812,113     (530,176

Prepaid expenses

     (246,752     (254,557

Other assets

     (38,723     128,191  

Accounts payable and other current liabilities

     (1,729,555     (1,745,657

Contract liabilities

     109,708       (430,001

Other long term liabilities

     -       283,813  
  

 

 

   

 

 

 

Net cash used in operating activities

     (2,637,971     (2,307,724
  

 

 

   

 

 

 

Cash flows from investing activities

    

Acquisition of property and equipment

     (32,375     (51,791

Investment in equity method investee

     (81,897     -  
  

 

 

   

 

 

 

Net cash used in investing activities

     (114,272     (51,791
  

 

 

   

 

 

 

Cash flows from financing activities

    

Principal payments on bank note payable

     (352,302     (307,617

Proceeds from bank line of credit

     1,000,000       -  

Payment for repurchase of membership units

     (300,000     (800,000

Payment for member

     (845     (31,193

Distributions to members

     -       (547,000
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     346,853       (1,685,810
  

 

 

   

 

 

 

Effect of exchange rate changes on cash

     (12,991     -  
  

 

 

   

 

 

 

Net decrease in cash

     (2,418,381     (4,045,325

Cash, beginning of period

     4,033,604       6,240,967  
  

 

 

   

 

 

 

Cash, end of period

   $ 1,615,223     $ 2,195,642  
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information, cash paid during the period:

    

Income taxes, net

   $ -     $ 15,000  
  

 

 

   

 

 

 

Interest

   $ 5,416     $ 93,338  
  

 

 

   

 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

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PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Operations

Psyop Media Company, LLC and its wholly-owned subsidiaries, (collectively, “the Company”) is a media company that creates innovative and award-winning content for some of the world’s most well-known brands. The Company creates content for commercials, television series, digital and social media, experiential and influencer platforms and virtual reality (VR) and augmented reality (AR) experiences. The Company operates as a single operating segment from its offices in New York, NY and Los Angeles, CA.

The Company has historically financed its operations through cash flows from operations, cash on hand and borrowings under the Company’s credit facility. The Company incurred losses from operations of approximately $671,000 and $2,130,000 for the three months ended March 31, 2019 and for the year ended December 31, 2018, respectively. As of March 31, 2019, the Company has a working capital deficit of approximately $1,768,000 and negative cash flows from operations of approximately $2,638,000. Management believes that the business operations have improved and will continue to improve as a result of reductions in staff, facility consolidations and new client business wins. The backlog of projects as of May 1, 2019 is $9,100,000 and our pitch activity remains strong. Management believes the Company’s current cash coupled with its $2,000,000 of availability under its line of credit are adequate to meet its needs for the next twelve months. The Company anticipates that it will continue to obtain funding to meet its working capital needs under the line of credit beyond its currently scheduled maturity based on historical experience and its relationship with its lender. The Company may also seek additional borrowings or raise additional equity to achieve its long-term business objectives.

2. Summary of significant accounting policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Psyop Media Company, LLC and its wholly-owned subsidiaries. The Company has prepared the unaudited condensed consolidated interim financial statements included herein in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting interim financial information. Accordingly, the financial statements have been condensed and do not include certain information and disclosures pursuant to these rules. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the financial statements and related footnotes for the year ended December 31, 2018 included in this Form S-1 filing.

The accompanying financial statements reflect all adjustments, consisting of normally recurring accruals, which in the opinion of management are necessary for a fair presentation, in all material respects, of the information contained therein. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Equity Method Investments

The equity method is used to account for investment in entities in which the Company has an ownership interest of less than 50% and has significant influence, or joint control by contractual arrangement over the operating and financial policies of the affiliate. The Company currently has one equity investment and it is reflected in investment in equity method investee.

Revenue Recognition

Effective January 1, 2019, the Company adopted Financial Accounting Standards Board (the “FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method (i.e.

 

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applied prospectively January 1, 2019 without revising prior periods). The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.

In accordance with ASC 606, the Company’s revenue is recognized when a customer obtains control of the promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company primarily generates revenue from fixed-price contracts, where revenue is recognized over time as work is completed. Accordingly, earnings are recognized on a contract-by-contract basis in the ratio that actual costs incurred bear to total estimated costs, as determined by management (the cost-to-cost method). Using the cost-to-cost method, revenues are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs, multiplied by the total estimated contract revenue, less accumulated revenue recognized in prior periods.

To determine the proper revenue recognition method for contracts with customers, the Company evaluates whether two or more contracts should be combined and accounted for as one single performance obligation and whether a single contract should be accounted for as having multiple performance obligations. ASU 2014-09 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. While the nature of our contracts promises to deliver multiple goods and services, these services are highly interdependent and interrelated and our customer is purchasing the final deliverable not the individual items and accordingly such goods and services are considered a single performance obligation. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the observable standalone selling price, if available, or alternatively the Company’s best estimate of the standalone selling price of each distinct performance obligation in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

The nature of the Company’s contracts does not have variable consideration, such as liquidated damages, volume discounts, performance bonuses, incentive fees, and other terms that can either increase or decrease the transaction price. In contrast, the contracts are often modified to account for changes in contract specifications or requirements. Costs associated with contract modifications are included in the estimated costs to complete the contracts and are treated as project costs when incurred. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. In some cases, settlement of contract modifications may not occur until after completion of work under the contract.

As a significant change in one or more of these estimates could affect the profitability of its contracts, the Company reviews and updates its contract-related estimates regularly. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the cumulative impact of the profit adjustment is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on a contract, the projected loss is recognized in full in the period it is identified.

The Company estimates the collectability of contract amounts at the same time that it estimates project costs. If the Company anticipates that there may be issues associated with the collectability of the full amount calculated as

 

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the transaction price, the Company may reduce the amount recognized as revenue to reflect the uncertainty associated with realization of the eventual cash collection.

The timing of when the Company bills its customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue recognition, resulting in unbilled revenue, which is a contract asset. However, the Company usually receives advances or deposits from its customers before revenue is recognized, resulting in deferred revenue, which is a contract liability.

The following table presents the Company’s revenue by industry vertical for the three months ended March 31, 2019:

 

Industry

   Amount  

Technology and Games

   $ 5,603,683  

Media and Telecom

     3,402,879  

Food and Beverage

     1,586,979  

Financial Services

     1,056,975  

Travel & Transportation

     1,193,341  

Footwear and Apparel

     685,116  

Agriculture

     503,750  

Retail

     366,690  

Automotive

     53,499  

Other

     603,151  
  

 

 

 
   $ 15,056,063  
  

 

 

 

Cost Recognition

Contract costs include all labor, subcontractors and other direct costs related to contract performance such as equipment rental, supplies and other production costs. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under GAAP approximate the carry amounts presented in the consolidated balance sheets.

Cash

The Company considers all investment instruments with original maturities of three months or less to be cash equivalents. The Company has a credit risk as at various times during the three month period; balances of cash at financial institutions exceeded the federally insured limit. The Company has not experienced any losses in such accounts, and the Company had no holdings in cash equivalents during the periods ended March 31, 2019 and December 31, 2018.

Accounts Receivable

The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on a

 

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history of past write-offs and collections and current credit conditions. Accounts are written off once management has determined the balances will not be collected. Specific allowances for doubtful accounts in the amounts of $0 and $0 were recorded for customers’ balances at March 31, 2019 and December 31, 2018, respectively.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation and amortization. Costs of additions and substantial improvements to property and equipment are capitalized, while maintenance and repairs are charged to operations as incurred. Asset and related accumulated depreciation and amortization amounts are relieved from the accounts for retirements or dispositions.

Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets ranging from three to five years, while leasehold improvements are amortized, using the straight line method, over the shorter of either their economic useful lives or the term of the respective leases.

Impairment of Long-Lived Assets

In accordance with GAAP, the Company periodically assesses the recoverability of the carrying amounts of long-lived assets whenever events or changes in circumstances occur that indicate the carrying value may not be recoverable. An impairment loss is recognized when expected undiscounted future cash flows are less than the carrying amount of the asset. The impairment loss is the difference by which the carrying amount of the asset exceeds its fair value. At March 31, 2019 and December 31, 2018, there was no impairment loss on the Company’s long-lived assets.

Income taxes

The Company is a limited liability company and treated as a partnership for income tax purposes and is not subject to federal or state taxes. As such, income or loss of the Company, in general, is allocated to the members for inclusion in their personal income tax return. The Company conducts business in New York City and is subject to New York City Unincorporated Business tax.

The Company complies with GAAP, which requires an asset and liability approach to financial reporting of income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce members’ equity. The Company is subject to potential examination by jurisdiction authorities in the areas of income taxes for all periods subsequent to 2015. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent

 

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assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Foreign Currency Translation

In accordance with GAAP, the Company complies with accounting for foreign affiliates and subsidiaries whose functional currency is the local currency. Assets and liabilities are translated using the published exchange rate in effect at the consolidated balance sheet date. Results of operations are translated using an approximated weighted average exchange rate for the period. Resulting translation adjustments are recorded as a component of accumulated other comprehensive loss.

Recently issued but not yet effective accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases. The update requires that, at lease inception, a lessee recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. The ASU also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statement of operations, while for operating leases, such amounts should be recognized as a combined expense in the statement of operations. In addition, ASU 2016-02 requires expanded disclosures about the nature and terms of lease agreements. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact of the future adoption of ASU 2016-02 on the Company’s consolidated financial statements.

3. Costs, estimated earnings and billings on uncompleted contracts

At March 31, 2019 and December 31, 2018, contract assets and liabilities consisted of the following:

 

     2019     2018  

Costs incurred to date on uncompleted contracts

   $ 8,961,678     $ 6,531,664  

Estimated earnings

     5,470,537       3,254,430  
  

 

 

   

 

 

 
     14,432,215       9,786,094  

Billings to date

     (14,882,151     (10,938,435
  

 

 

   

 

 

 
   $ (449,936   $ (1,152,341
  

 

 

   

 

 

 

The above amounts are included in the accompanying consolidated balance sheets under the following captions:

 

     2019     2018  

Contract assets consist of costs and estimated earnings in excess of billings

   $ 1,384,542     $ 572,429  

Contract liabilities consist of billings in excess of costs and estimated earnings

     (1,834,478     (1,724,770
  

 

 

   

 

 

 
   $ (449,936   $ (1,152,341
  

 

 

   

 

 

 

4. Bank debt

On April 23, 2015, the Company Amended and Restated its Loan Agreement (“Credit Facility”). The Credit Facility consisted of three Term Loans with an original principal aggregate amount of $5,250,000, a $1,000,000 Line of Credit and a $1,500,000 Letter of Credit Facility for the issuance of Standby Letters of Credit. During 2016, the Letter of Credit Facility was increased to $2,000,000. During 2018, the Line of Credit was increased to $3,000,000.

 

F-9


Table of Contents

Term Loan B in the amount of $1,000,000 matured March 2018 bore interest at 5.75% per annum and was payable in 60 consecutive equal monthly installments of principal and interest in the amount of $18,836.84.

Term Loan C in the amount of $3,000,000 matures April 2019 and was payable in 12 consecutive equal monthly installments of interest only of approximately $11,000 per month from May 1, 2015 through April 1, 2016 and bore interest during such period at 4.25% per annum. Beginning May 1, 2016, Term Loan C is payable in 36 consecutive equal monthly installments of principal and interest in the amount of $88,838 and bears interest at the prime rate in effect as of May 1, 2016 which was 3.5% plus 1% per annum. Therefore, the interest rate at March 31, 2019 and December 31, 2018 was 4.5%. At March 31, 2019 and December 31, 2018, the balance outstanding under Term Loan C is $0 and $352,302, respectively.

The Line of Credit matures annually on June 30 of each year and bears interest at a rate per annum equal to the greater of (i) the Prime Rate plus one percent (1.0%) or (ii) four and one-half percent (4.5%). On May 31, 2018, the Line of Credit was increased from $1,000,000 to $3,000,000. At March 31, 2019, the Company had $2,000,000 available under the Line of Credit with $1,000,000 outstanding. At December 31, 2018, the Company had available under the Line of Credit $3,000,000 with no amounts outstanding.

At March 31, 2019 and December 31, 2018, the Company, in connection with two of its production facilities has issued its landlords irrevocable, unconditional, and non-transferable letters of credit for an aggregate amount of $1,104,500 as a security deposit under its $2,000,000 Letter of Credit Facility.

The Credit Facility is collateralized by all the assets of the Company and its’ Operating Subsidiaries who are Guarantors (the “Guarantors”). The Company and the Guarantors are subject to certain annual financial covenants that must be maintained under the Credit Facility. As of December 31, 2018, the Company was in violation of its financial covenants. The Company subsequently received a waiver from its Bank for such violation.

5. Other notes payable

Redemption of membership units

In April 2017, the Company purchased 85,000 Class B-2 units from a unit holder for $1,200,000. The $1,200,000 will be paid in four equal annual installments of $300,000 beginning March 15, 2018 and ending of March 15, 2021.

In May 2017, the Company purchased 225,000 Class B-1 units from a unit holder for $3,500,000. The $3,500,000 will be paid as follows, $500,000 in May 2017, $500,000 in March 2018, $750,000 in March 2019, $750,000 in March 2020 and $1,000,000 in March 2021. The Company renegotiated the $750,000 due March 2019 and such amount will be paid as follows, $250,000 in April 2019 and $100,000 each month from May 2019 to September 2019. The note bears interest at a rate of 3% per annum. From April 2019 to September 2019, the interest rate is 10% per annum. Beginning October 2019, the interest rate will revert to 3% per annum.

Equity method investment

On April 10, 2018, the Company acquired a 40% interest in Broken Bone Club Limited, a private limited company incorporated in England and Wales (the “investee”) for $1,775,375. The amount paid at closing was $355,075 and the remaining $1,420,300 will be paid in 48 equal monthly installments of approximately $29,000, bearing interest at 3% per annum, beginning May 10, 2018.

 

F-10


Table of Contents

The following table summarizes the financial position and results of operations for Broken Bone Club as of and for the three months ended March 31, 2019.

 

Current assets

   $ 1,856,200  

Non-current assets

     154,311  

Current liabilities

     527,369  

Non-current liabilities

     35,727  

Revenue

     823,435  

Gross profit

     240,277  

Net income

     7,393  

The difference between the Company’s carrying value for this equity investment of approximately $1,940,000 and our 40% interest in the net assets of $570,607 is being treated by the Company as equity method goodwill pending the final determination of the valuation of Broken Bone Club.

Future principal payments due on Other Note Payables for years ending December 31 are as follows:

 

2019 (after March 31)

   $ 994,186  

2020

   $ 1,375,581  

2021

   $ 1,625,581  

2022

   $ 108,525  
  

 

 

 
   $ 4,103,873  
  

 

 

 

6. Accounts payable and other current liabilities

Accounts payable and other current liabilities consist of the following at March 31, 2019 and December 31, 2018:

 

     2019      2018  

Accounts payable

   $ 1,807,781      $ 2,345,993  

Accrued salaries and related expenses

     548,852        1,729,252  

Accrued commissions

     314,020        536,901  

Subcontractors payable

     1,018,497        575,091  

Other accrued expenses

     567,690        799,157  
  

 

 

    

 

 

 
   $ 4,256,840      $ 5,986,394  
  

 

 

    

 

 

 

7. Other long term liabilities

Other long term liabilities consist of the following at March 31, 2019 and December 31, 2018:

 

     2019      2018  

Deferred rent liability

   $ 1,410,319      $ 1,419,507  

Security deposit liabilities

     334,067        334,067  
  

 

 

    

 

 

 
   $ 1,744,386      $ 1,753,574  
  

 

 

    

 

 

 

 

F-11


Table of Contents

8. Contingencies

Other

The Company has various representation agreements with third parties that provide business referrals to the Company for commissions. Accordingly, the Company is obligated to pay such commissions on certain contracts that are entered into, via the third parties’ business referral efforts. Commission expense amounted to approximately $297,000 and $329,000 for the three months ended March 31, 2019 and 2018, respectively.

The Company is, from time to time, involved in ordinary and routine litigation. Management presently believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

9. Concentrations

The Company had two (2) customers that accounted for 31% of contract revenues during the three months ended March 31, 2019. The Company had four (4) customers that accounted for 61% of contract revenues during the three months ended March 31, 2018.

Three (3) customers accounted for 71% of gross accounts receivable as of March 31, 2019. Three (3) customers accounted for 52% of gross accounts receivable as of December 31, 2018.

10. Related party transactions

Under the Company’s Production and Representation Agreement with Golden Wolf, Ltd a wholly owned subsidiary of Broken Bone Club Limited, which is 40% owned by the Company, the Company recognized third party revenues of approximately $541,000 and recorded expenses of approximately $400,000 relating to Golden Wolf’s services and approximately $50,000 related to other third-party expenses.

 

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Table of Contents

LOGO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Managers

Psyop Media Company, LLC and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Psyop Media Company, LLC and Subsidiaries (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive income (loss), changes in members’ equity and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

LOGO

We have served as the Company’s auditor since 2018.

New York, New York

April 12, 2019

 

LOGO

 

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Table of Contents

PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

    December 31,  
    2018     2017  
ASSETS    

Current assets

   

Cash

  $ 4,033,604     $ 6,240,967  

Accounts receivable, less allowance for doubtful accounts of $0 and $26,113 in 2018 and 2017, respectively

    4,020,506       5,389,567  

Costs and estimated earnings in excess of billings on uncompleted contracts

    572,429       1,068,418  

Prepaid expenses

    653,238       611,801  
 

 

 

   

 

 

 

Total current assets

    9,279,777       13,310,753  

Property and equipment, net

    3,530,641       4,643,403  

Deferred tax asset

    157,555       73,465  

Equity method investment

    1,942,699       -  

Other assets

    333,003       725,518  
 

 

 

   

 

 

 

Total assets

  $ 15,243,675     $ 18,753,139  
 

 

 

   

 

 

 
LIABILITIES AND MEMBERS’ EQUITY    

Current liabilities

   

Accounts payable and other current liabilities

  $ 5,986,394     $ 5,862,153  

Bank note payable, current portion

    352,302       1,099,023  

Other notes payable, current portion

    1,368,353       800,000  

Billings in excess of costs and estimated earnings on uncompleted contracts

    1,724,770       1,960,364  
 

 

 

   

 

 

 

Total current liabilities

    9,431,819       9,721,540  

Bank note payable, less current portion

    -       352,152  

Other notes payable, less current portion

    3,092,825       3,400,000  

Other long term liabilities

    1,753,574       1,441,238  
 

 

 

   

 

 

 

Total liabilities

    14,278,218       14,914,930  
 

 

 

   

 

 

 

Commitments and contingencies

   

Members’ equity

   

Members’ equity

    1,935,981       4,768,005  

Due from member

    (809,030     (777,347

Accumulated other comprehensive loss

    (161,494     (152,449
 

 

 

   

 

 

 

Total members’ equity

    965,457       3,838,209  
 

 

 

   

 

 

 

Total liabilities and members’ equity

  $ 15,243,675     $ 18,753,139  
 

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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Table of Contents

PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

 

     Years Ended December 31,  
     2018     2017  

Contract revenues

   $ 57,367,290     $ 61,962,243  

Cost of contract revenues

     45,395,033       45,272,623  
  

 

 

   

 

 

 

Gross profit

     11,972,257       16,689,620  

Selling, general and administrative expenses

     14,212,034       16,184,145  
  

 

 

   

 

 

 

Operating income (loss)

     (2,239,777     505,475  
  

 

 

   

 

 

 

Other income (expense)

    

Interest income

     25       7,162  

Interest expense

     (138,683     (160,788

Other expense

     (77,406     (137,076
  

 

 

   

 

 

 
     (216,064     (290,702
  

 

 

   

 

 

 

Income (loss) before income tax benefit (expense)

     (2,455,841     214,773  

Income tax benefit (expense)

     116,088       (16,618

Income from equity method investment

     218,867       -  
  

 

 

   

 

 

 

Net income (loss)

     (2,120,886     198,155  

Other comprehensive income

    

Foreign currency translation gain (loss)

     (9,045     18,157  
  

 

 

   

 

 

 

Comprehensive income (loss)

   $ (2,129,931   $ 216,312  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

Years Ended December 31, 2018 and 2017

 

     Members’ Equity     Accumulated Other
Comprehensive Loss
    Due From
Member
    Total Members’
Equity
 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balances, December 31, 2016

   $ 9,185,173     $ (170,606   $ (777,347   $ 8,237,220  
  

 

 

   

 

 

   

 

 

   

 

 

 

Foreign currency translation adjustment

             18,157         18,157  

Net income

     198,155           198,155  

Equity based compensation

     84,677           84,677  

Repurchase of membership units

     (4,700,000         (4,700,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Balances, December 31, 2017

   $ 4,768,005     $ (152,449   $ (777,347   $ 3,838,209  
  

 

 

   

 

 

   

 

 

   

 

 

 

Member advance

         (31,683     (31,683

Foreign currency translation adjustment

       (9,045       (9,045

Net loss

     (2,120,886         (2,120,886

Distributions to Members

     (711,138         (711,138
  

 

 

   

 

 

   

 

 

   

 

 

 

Balances, December 31, 2018

   $ 1,935,981     $ (161,494   $ (809,030   $ 965,457  
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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Table of Contents

PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Years Ended December 31,  
     2018     2017  

Cash flows from operating activities

    

Net income (loss)

   $ (2,120,886   $ 198,155  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Deferred income tax benefit

     (84,090     (25,465

Deferred rent

     262,082       263,187  

Depreciation and amortization

     1,311,913       1,706,389  

Bad debt expense (recovery)

     (26,080     -  

Loss on disposal of assets

     -       1,003  

Equity based compensation

     -       84,677  

Increase (decrease) in cash attributable to changes in operating assets and liabilities:

    

Accounts receivable

     1,395,141       (2,127,143

Costs and estimated earnings in excess of billings on uncompleted contracts

     495,989       (537,959

Prepaid expenses

     (41,437     209,045  

Other assets

     143,648       69,109  

Accounts payable and other current liabilities

     124,241       355,648  

Billings in excess of costs and estimated earnings on uncompleted contracts

     (235,594     (68,085

Other long term liabilities

     50,254       283,812  
  

 

 

   

 

 

 

Net cash provided by operating activities

     1,275,181       412,373  
  

 

 

   

 

 

 

Cash flows from investing activities

    

Acquisition of property and equipment

     (169,151     (324,675

Investment in equity method investee

     (718,950     -  

Purchase of intangible asset

     -       (300,000
  

 

 

   

 

 

 

Net cash used in investing activities

     (888,101     (624,675
  

 

 

   

 

 

 

Cash flows from financing activities

    

Principal payments on bank note payable

     (1,098,874     (1,267,839

Payment for repurchase of membership units

     (800,000     (500,000

Payment for member

     (31,683     -  

Distributions to members

     (711,138     -  
  

 

 

   

 

 

 

Net cash used in financing activities

     (2,641,695     (1,767,839
  

 

 

   

 

 

 

Effect of exchange rate changes on cash

     47,252       15,157  
  

 

 

   

 

 

 

Net (decrease) in cash

     (2,207,363     (1,964,984

Cash, beginning of year

     6,240,967       8,205,951  
  

 

 

   

 

 

 

Cash, end of year

   $ 4,033,604     $ 6,240,967  
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information, cash paid during the year:

    

Income taxes, net

   $ 15,000     $ -  
  

 

 

   

 

 

 

Interest

   $ 122,588     $ 109,111  
  

 

 

   

 

 

 

Non-cash financing activities:

    

Issuance of other notes payable in connection with repurchase of membership units

   $ -     $ 4,700,000  
  

 

 

   

 

 

 

Issuance of other notes payable in connection with purchase of equity method investment

   $ 1,775,375     $ -  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

F-17


Table of Contents

PSYOP MEDIA COMPANY, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Operations

Psyop Media Company, LLC and its wholly-owned subsidiaries, (collectively, “the Company”) is a media company that creates innovative and award-winning content for some of the world’s most well-known brands. The Company creates content for commercials, television series, digital and social media, experiential and influencer platforms and virtual reality (VR) and augmented reality (AR) experiences. The Company operates as a single operating segment from its offices in New York, NY and Los Angeles, CA.

2. Summary of significant accounting policies

Principles of Consolidation

The accompanying consolidated financial statements as of and for the years ended December 31, 2018 and 2017 include the accounts of the Psyop Media Company, LLC and its wholly-owned subsidiaries. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All material intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Equity Method Investments

The equity method is used to account for investment in entities in which the Company has an ownership interest of less than 50% and has significant influence, or joint control by contractual arrangement over the operating and financial policies of the affiliate. The Company currently has one equity investment and it is reflected in investment in equity method investee.

Revenue Recognition

The Company recognizes revenues using the percentage-of-completion method of accounting in accordance with GAAP which provides for the recognition of revenue when (1) persuasive evidence of a final agreement exists, (2) delivery has occurred or services have been rendered, (3) the selling price is fixed or determinable, and (4) collectability is reasonably assured. Accordingly, earnings are recognized on a contract-by-contract basis in the ratio that actual costs incurred bear to total estimated costs, as determined by management (the cost-to-cost method). Using the cost-to-cost method, revenues are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs, multiplied by the total estimated contract revenue, less accumulated revenue recognized in prior periods. Adjustments to cost estimates are made periodically, based upon the specific circumstances affecting each contract in progress. Losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined.

The aggregate of costs incurred and earnings recognized on uncompleted contracts in excess of related billings is shown as a current asset, and the aggregate of billings on uncompleted contracts in excess of related costs incurred and earnings recognized is shown as a current liability.

Cost Recognition

Contract costs include all labor, subcontractors and other direct costs related to contract performance such as equipment rental, supplies and other production costs. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

 

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Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under GAAP approximate the carry amounts presented in the consolidated balance sheets.

Cash

The Company considers all investment instruments with original maturities of three months or less to be cash equivalents. The Company has a credit risk as at various times during the years, balances of cash at financial institutions exceeded the federally insured limit. The Company has not experienced any losses in such accounts, and the Company had no holdings in cash equivalents during the years ended December 31, 2018 and 2017.

Accounts Receivable

The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions. Accounts are written off once management has determined the balances will not be collected. Specific allowances for doubtful accounts in the amounts of $0 and $26,113 were recorded for customers’ balances at December 31, 2018 and 2017, respectively.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation and amortization. Costs of additions and substantial improvements to property and equipment are capitalized, while maintenance and repairs are charged to operations as incurred. Asset and related accumulated depreciation and amortization amounts are relieved from the accounts for retirements or dispositions.

Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets ranging from three to five years, while leasehold improvements are amortized, using the straight line method, over the shorter of either their economic useful lives or the term of the respective leases.

Impairment of Long-Lived Assets

In accordance with GAAP, the Company periodically assesses the recoverability of the carrying amounts of long-lived assets whenever events or changes in circumstances occur that indicate the carrying value may not be recoverable. An impairment loss is recognized when expected undiscounted future cash flows are less than the carrying amount of the asset. The impairment loss is the difference by which the carrying amount of the asset exceeds its fair value. At December 31, 2018 and 2017, there was no impairment loss on the Company’s long-lived assets.

Income taxes

The Company is a limited liability company and treated as a partnership for income tax purposes and is not subject to federal or state taxes. As such, income or loss of the Company, in general, is allocated to the members for inclusion in their personal income tax return. The Company conducts business in New York City and is subject to New York City Unincorporated Business tax.

The Company complies with GAAP, which requires an asset and liability approach to financial reporting of income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

 

F-19


Table of Contents

In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce members’ equity. The Company is subject to potential examination by jurisdiction authorities in the areas of income taxes for all periods subsequent to 2015. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Foreign Currency Translation

In accordance with GAAP, the Company complies with accounting for foreign affiliates and subsidiaries whose functional currency is the local currency. Assets and liabilities are translated using the published exchange rate in effect at the consolidated balance sheet date. Results of operations are translated using an approximated weighted average exchange rate for the year. Resulting translation adjustments are recorded as a component of accumulated other comprehensive loss.

Recently issued but not yet effective accounting pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The update applies to contracts with customers to transfer goods or services and contracts to transfer nonfinancial assets unless those contracts are within the scope of other standards (for example, lease transactions). The update supersedes the revenue recognition requirements in FASB ASC 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. This Standard is effective for annual periods beginning after December 15, 2018. The Company is continuing its evaluation of the expected impact of ASU 2014-09 but does not expect it to have a material impact on the Company’s consolidated financial statements. The Company will adopt ASU 2014-09 using the modified retrospective method (i.e. applied prospectively effective January 1, 2019 without revising prior periods). The Company expects, at a minimum, the adoption will require expanded disclosures that will enable users to better understand the nature, amount, timing and uncertainty, if any, of revenues and cash flows arising from contracts with customers.

In February 2016, the FASB issued ASU 2016-02, Leases. The update requires that, at lease inception, a lessee recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. The ASU also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statement of operations, while for operating leases, such amounts should be recognized as a combined expense in the statement of operations. In addition, ASU 2016-02 requires expanded disclosures about the nature and terms of lease agreements. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact of the future adoption of ASU 2016-02 on the Company’s consolidated financial statements.

 

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Reclassifications

Certain 2017 amounts have been reclassified to conform to the 2018 presentation.

3. Costs, estimated earnings and billings on uncompleted contracts

At December 31, 2018 and 2017, costs, estimated earnings and billings on uncompleted contracts consisted of the following:

 

     2018     2017  

Costs incurred to date on uncompleted contracts

   $ 6,531,664     $ 6,641,810  

Estimated earnings

     3,254,430       3,385,789  
  

 

 

   

 

 

 
     9,786,094       10,027,599  

Billings to date

     (10,938,435     (10,919,545
  

 

 

   

 

 

 
   $ (1,152,341   $ (891,946
  

 

 

   

 

 

 

The above amounts are included in the accompanying consolidated balance sheets under the following captions:

 

     2018     2017  

Costs and estimated earnings in excess of billings on uncompleted contracts

   $ 572,429     $ 1,068,418  

Billings in excess of costs and estimated earnings on uncompleted contracts

     (1,724,770     (1,960,364
  

 

 

   

 

 

 
   $ (1,152,341   $ (891,946
  

 

 

   

 

 

 

4. Property and equipment

Property and equipment consists of the following at December 31:

 

     2018     2017  

Audio visual equipment

   $ 75,514     $ 69,006  

Computer equipment

     3,739,107       3,704,985  

Computer software

     88,460       104,792  

Furniture and fixtures

     484,920       478,995  

Leasehold improvements

     4,572,456       4,489,477  
  

 

 

   

 

 

 
     8,960,457       8,847,255  

Less: accumulated depreciation and amortization

     (5,429,816     (4,203,852
  

 

 

   

 

 

 
   $ 3,530,641     $ 4,643,403  
  

 

 

   

 

 

 

Depreciation and amortization expense was $1,281,913 and $1,706,389 for the years ended December 31, 2018 and 2017, respectively.

5. Bank debt

On April 23, 2015, the Company amended and restated its Loan Agreement (“Credit Facility”). The Credit Facility consisted of three Term Loans with an original principal aggregate amount of $5,250,000, a $1,000,000 Line of Credit and a $1,500,000 Letter of Credit Facility for the issuance of Standby Letters of Credit. During 2016, the Letter of Credit Facility was increased to $2,000,000. During 2018, the Line of Credit was increased to $3,000,000.

 

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Term Loan A in the amount of $1,250,000 matured in March 2017 and bore interest at 5.75% per annum and was payable in 60 consecutive equal monthly installments of principal and interest in the amount of $24,024.

Term Loan B in the amount of $1,000,000 matured March 2018, bore interest at 5.75% per annum and was payable in 60 consecutive equal monthly installments of principal and interest in the amount of $18,836. At December 31, 2018 and 2017, the balance outstanding under Term Loan B is $0 and $74,532, respectively.

Term Loan C in the amount of $3,000,000 matures April 2019 and was payable in 12 consecutive equal monthly installments of interest only of approximately $11,000 per month from May 1, 2015 through April 1, 2016 and bore interest during such period at 4.25% per annum. Beginning May 1, 2016, Term Loan C is payable in 36 consecutive equal monthly installments of principal and interest in the amount of $88,838 and bears interest at the prime rate in effect as of May 1, 2016 which was 3.5% plus 1% per annum. Therefore, the interest rate at December 31, 2018 and 2017 was 4.5%. At December 31, 2018 and 2017, the balance outstanding under Term Loan C is $352,302 and $1,376,643, respectively.

The Line of Credit matures annually on June 30 of each year and bears interest at a rate per annum equal to the greater of (i) the Prime Rate plus one percent (1.0%) or (ii) four and one-half percent (4.5%). On May 31, 2018, the Line of Credit was increased from $1,000,000 to $3,000,000. At December 31, 2018, the Company had $3,000,000 available under the Line of Credit with no amounts outstanding.

At December 31, 2018 and 2017, the Company, in connection with two of its production facilities has issued its landlords irrevocable, unconditional, and non-transferable letters of credit for an aggregate amount of $1,104,500 as a security deposit under its $2,000,000 Letter of Credit Facility.

The Credit Facility is collateralized by all the assets of the Company and its’ Operating Subsidiaries who are Guarantors (the “Guarantors”). The Company and the Guarantors are subject to certain financial covenants that must be maintained under the Credit Facility. As of December 31, 2018, the Company was in violation of its financial covenants. The Company subsequently received a waiver from its Bank for such violation. As of December 31, 2017, the Company was in compliance with all of its financial covenants.

Future principal payments due on Term Loan C for years ending December 31 are as follows:

 

2019

   $ 352,152  
  

 

 

 
  

 

 

 

6. Other notes payable

Redemption of membership units

In April 2017, the Company purchased 85,000 Class B-2 units from a unit holder for $1,200,000. The $1,200,000 will be paid in four equal annual installments of $300,000 beginning March 15, 2018 and ending of March 15, 2021.

In May 2017, the Company purchased 225,000 Class B-1 units from a unit holder for $3,500,000. The $3,500,000 will be paid as follows, $500,000 in May 2017, $500,000 in March 2018, $750,000 in March 2019, $750,000 in March 2020 and $1,000,000 in March 2021. The note bears interest at a rate of 3% per annum.

Equity method investment

On April 10, 2018, the Company acquired a 40% interest in Broken Bone Club Limited, a private limited company incorporated in England and Wales (the “investee”) for $1,775,375. The amount paid at closing was $355,075 and the remaining $1,420,300 will be paid in 48 equal monthly installments of approximately $29,000, bearing interest at 3% per annum, beginning May 10, 2018.

 

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The following table summarizes the financial position and results of operations for Broken Bone Club as of December 31, 2018.

 

Current assets

   $ 1,695,526  

Non-current assets

     163,671  

Current liabilities

     397,710  

Non-current liabilities

     34,970  

Revenue

     3,717,774  

Gross profit

     1,552,344  

Net income

     335,998  

The difference between the Company’s carrying value for this equity investment of approximately $1,940,000 and our 40% interest in the net assets of $570,607 is being treated by the Company as equity method goodwill pending the final determination of the valuation of Broken Bone Club.

Future principal payments due on Other Note Payables for years ending December 31 are as follows:

 

2019

   $ 1,368,353  

2020

     1,368,353  

2021

     1,618,353  

2022

     106,119  
  

 

 

 
   $ 4,461,178  
  

 

 

 

7. Accounts payable and other current liabilities

Accounts payable and other current liabilities consist of the following at December 31:

 

     2018      2017  

Accounts payable

   $ 2,345,993      $ 1,483,021  

Accrued salaries and related expenses

     1,729,252        2,711,049  

Income tax payable

     -        7,269  

Accrued commissions

     536,901        635,855  

Subcontractors payable

     575,091        700,624  

Other accrued expenses

     799,157        324,335  
  

 

 

    

 

 

 
   $ 5,986,394      $ 5,862,153  
  

 

 

    

 

 

 

 

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8. Income taxes

The components of the Company’s net deferred tax asset at December 31 are as follows:

 

     2018     2017  

Depreciation

   $ 45,345     $ 35,246  

Software maintenance contracts

     (6,774     6,243  

Straight-lining of rent expense

     28,390       23,149  

Paid time off accrual

     5,268       5,794  

Organizational costs

     2,294       2,511  

Section 754 Adjustment

     83,032    

Bad debt reserve

     -       522  
  

 

 

   

 

 

 

Net deferred tax asset

   $ 157,555     $ 73,465  
  

 

 

   

 

 

 

The components of income tax expense (benefit) for the years ended December 31 are as follows:

 

     2018     2017  

Current

    

State and local

   $ (31,997   $ 42,083  
  

 

 

   

 

 

 
  

 

 

   

 

 

 

Deferred

    

State and local

     (84,091     (25,465
  

 

 

   

 

 

 
  

 

 

   

 

 

 
   $ (116,088   $ 16,618  
  

 

 

   

 

 

 

As the Company is a limited liability company, it is not subject to federal or state taxes. The Company conducts business in New York City and is subject to the New York City UBT, which has a tax rate of 4%, which is about half of the New York City corporate tax rate.

9. Retirement plan

The Company has a defined contribution retirement plan (the “Plan”) under the provisions of Section 401(k) of the Internal Revenue Code (“IRC”) that covers all eligible employees as defined in the Plan. Participants may elect to contribute up to 100% of pre-tax annual compensation, as defined by the Plan, up to a maximum prescribed by the IRC. The Company may make a discretionary matching contribution equal to or a percent of employee contributions. The Company, at its discretion, may make additional contributions subject to certain limitations.

On January 1, 2015, the Company incorporated the Safe Harbor 401(k) provisions to the Plan. As a result, the Company matched 100% of the first 3% and 50% of the next 2% of participant contributions during 2018 and 2017. For the years ended December 31, 2018 and 2017, the Company made contributions of $355,599 and $353,646, respectively.

10. Members Equity

During 2013, the Company issued a total of 552,000 Class A-2 units to a new member (the “Member”) in exchange for $8,000,000. The Class A-2 Units initially had rights as Class A-2 “Non-Participating Units” and, at the election of the Member; the Member may convert all of the “Non-Participating” Class A-2 units to Class A-2 “Participating Units” until March 31, 2016. On August 1, 2014, the member converted its 552,000 “Non-Participating” Class A-2 units to 190,476 Class A-2 Participating Units.

 

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During 2017, the Company repurchased 85,000 Class B-2 units from a unit holder for $1,200,000 and repurchased 225,000 Class B-1 units from a different unit holder for $3,500,000.

During 2017, the Company issued 37,370 Class C units to certain employees and recognized equity based compensation expense of approximately $85,000 representing 100% of the fair value of the Class C units issued as the vesting period and the dollar value of the unvested amount as of December 31, 2017 was approximately $10,000 and considered immaterial. The fair value of the Class C units was determined using the Black Scholes Option Allocation Model and reflects the contractual terms of the Class C units with a time horizon of 2.5 years for a transaction to occur, calculated using the risk free rate of return of 1.94%, volatility of 40.7% and a 27% discount for lack of marketability in arriving at the $85,000 value of the Class C units. During 2018, the Company issued 25,760 Class C units to its Chief Executive Officer. Such units vest upon the consummation of an initial public offering. The fair value of the Class C units was determined using the Black Scholes Option Allocation Model and reflects the contractual terms of the Class C units with a time horizon of 2 years for a transaction to occur, calculated using the risk free rate of return of 2.48%, volatility of 40% and a 27.5% discount for lack of marketability. The resulting fair value was less than $10,000 and deemed immaterial.

As a result of the transactions above as of December 31, 2018, the Company has Member Units outstanding of 923,606, of which (i) 80,000 were denominated as “Class A-1 Units,” (ii) 190,476 were denominated as “Class A-2 Units,” (iii) 565,996 were denominated as “Class B-3 Units” (iv) 24,004 were denominated as “Class B-4 Units.” and (v) 63,130 were denominated as “Class C Units.” In addition, the Company has 124,647 Class C Units reserved for future issuance.

In the event of a transaction not in the ordinary course of business (an “Extraordinary Event”), which results in the Company’s receipt of cash or other consideration, including, without limitation, (i) the dissolution of the Company; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets or the sale of a division of the Company; or (iii) the consummation of a merger or consolidation of the Company with any other business entity where a change in control occurs, such consideration shall be distributed to the Unit Holders in the following order of priority:

 

  (a)

First, eighty four percent (84%) to the Class A-1 Unit Holders in proportion to their respective Class A-1 Units and sixteen percent (16%) to the Class A-2 Unit Holders in proportion to their respective Class A-2 Units, until the Class A-1 Unit Holders have collectively received Twelve Million Eight Hundred Seventy Five Thousand Dollars ($12,875,000).

 

  (b)

Second, eighty four percent (84%) to the Class A-1, Class B-3, Class B-4 and Class C Unit Holders in proportion to their respective Residual Interests with each respective Class C Unit Holder included at its respective Class C Unit Distribution Amount and sixteen percent (16%) to the Class A-2 Unit Holders until the Unrecovered Contribution Accounts of the Class A-2 Unit Holders are reduced to zero.

 

  (c)

Third, eighty four percent (84%) to the Class A-1, Class B-3, Class B-4 and Class C Unit Holders in the ratio of their respective Residual Interests with each respective Class C Unit Holder included at its respective Class C Unit Distribution Amount and sixteen percent (16%) to the Class A-2 and Class C Unit Holders in the ratio of their respective Residual Interests with each respective Class C Unit Holder included at its respective Class C Unit Distribution Amount.

11. Other long term liabilities

Other long term liabilities consist of the following at December 31:

 

     2018      2017  

Deferred rent liability

   $ 1,419,507      $ 1,157,425  

Security deposit liabilities

     334,067        283,813  
  

 

 

    

 

 

 
   $ 1,753,574      $ 1,441,238  
  

 

 

    

 

 

 

 

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12. Commitments and contingencies

Facilities

The Company leases production and corporate headquarters facilities pursuant to various non-cancellable operating leases expiring through March 31, 2025. The leases provide for the Company to pay various executory costs such as real estate taxes, insurance and repairs. In connection with two of its production facilities, the Company has issued its landlords irrevocable, unconditional, and non-transferable letters of credit for an aggregate amount of $1,104,500 as a security deposit.

The Company sublets three of its facilities to various lessees expiring through January 31, 2021. The leases provide for the lessees to pay various executory costs such as real estate taxes, insurance and repairs. The Company has received $334,067 in security deposits from lessees which are recorded as Other long term liabilities.

Future minimum annual rental payments are required as follows:

 

     Lease      Sublease  

2019

   $ 3,307,731      $ (1,016,994

2020

     3,302,356        (759,380

2021

     3,218,821        (12,935

2022

     3,286,478        -  

2023

     2,171,845        -  

Thereafter

     2,856,384        -  
  

 

 

    

 

 

 
   $ 18,143,615      $ (1,789,309
  

 

 

    

 

 

 

Rent expense amounted to $2,724,186 and $3,105,831 for the years ended December 31, 2018 and 2017, respectively net of sublet income of $836,600 and $1,075,417 in 2018 and 2017, respectively.

Other

The Company has various representation agreements with third parties that provide business referrals to the Company for commissions. Accordingly, the Company is obligated to pay such commissions on certain contracts that are entered into, via the third parties’ business referral efforts. Commission expense amounted to $1,096,993 and $1,439,604 for the years ended December 31, 2018 and 2017, respectively

On December 7, 2018, Hunt Ramsbottom entered into an employment agreement with Psyop Productions, LLC and Psyop Media Company, LLC to serve as the President and Chief Executive Officer. If the Company successfully completes an initial public offering of its securities (the “offering”), whereby a minimum of 20% of the Company’s outstanding common stock is sold at an enterprise valuation of greater than or equal to $30,000,000, Mr. Ramsbottom will receive an additional cash bonus equal to $350,000, payable within 15 calendar days following the consummation of such offering.

In connection with entering into this employment agreement, Mr. Ramsbottom is entitled to the grant of an incentive award of Class C units in Psyop Media, LLC equal to 3% of the fully diluted outstanding units of Psyop Media, LLC as of the date of grant (the “Class C Unit Award”). The Class C Unit Award will vest in full upon the consummation of the offering, subject to Mr. Ramsbottom’s continued service through this offering. Further, under this employment agreement and following the completion of this offering, Mr. Ramsbottom will be issued an option (the “IPO Option”) to purchase a number of shares of our common stock covering 4% of our fully diluted capitalization (but excluding any warrants and/or stock options that have an exercise or strike price greater than or

 

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equal to the public offering price per share of common stock) as of the closing of this offering. This IPO Option will vest and become exercisable based on the attainment of certain price-per-share goals, subject to Mr. Ramsbottom’s continued employment through the applicable vesting date.

The Company is, from time to time, involved in ordinary and routine litigation. Management presently believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

13. Concentrations

The Company had two (2) customers that accounted for 26% of contract revenues during the year ended December 31, 2018. Three (3) customers accounted for 52% of gross accounts receivable as of December 31, 2018.

The Company had two (2) customers that accounted for 29% of contract revenues during the year ended December 31, 2017. Four (4) customers accounted for 64% of gross accounts receivable as of December 31, 2017.

14. Related party transactions

Psyop, Inc. is a related party to the Company through common ownership. At December 31, 2018 and December 31, 2017, the Company has a receivable from Psyop, Inc. of $809,030 and $777,347, respectively. During 2018, the Company has paid $31,191 to tax authorities for prior periods on behalf of Psyop, Inc. increasing the receivable. There were no related party transactions between Psyop, Inc. and the Company during the year ended December 31, 2017.

The Company entered into a Production and Representation Agreement with Golden Wolf, Ltd a wholly owned subsidiary of Broken Bone Club Limited, which is 40% owned by the Company. Under this agreement, the Company is Golden Wolf’s exclusive sales representative for all of North America. Accordingly, the Company negotiates on behalf of Golden Wolf to secure projects with potential clients whereby Golden Wolf will lead and direct its own work. Golden Wolf bids each project to cover its costs as well as a markup to manage its business and provides such bid to the Company. The Company adds to Golden Wolf’s budget a 17.5% markup for its project management, lead generation, brand awareness, market positioning and client retention services and executes the contract with the client. The Company bills and collects the monies due under the contract and pays Golden Wolf for its portion of the contract after receiving collection from the customer. During 2018, the Company recognized revenue under such contracts of approximately $2,391,000 and Golden Wolf invoiced the Company approximately $1,880,000 for their portion of the contracts.

 

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                 Units

 

 

LOGO

PCI Media, Inc.

 

Roth Capital Partners

Through and including                      ,        (the 25th day after the date of this prospectus), all dealers effecting transactions in our securities, whether or not participating in our initial public offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

 


Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, upon completion of this offering. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee.

 

SEC registration fee

   $ 2,649  

FINRA filing fee

   $ 3,295  

Exchange listing fee

   $ *  

Printing and engraving expenses

   $ *  

Legal fees and expenses

   $ *  

Accounting fees and expenses

   $ *  

Transfer agent and registrar fees

   $ *  

Miscellaneous expenses

   $ *  
  

 

 

 

Total

   $ *  
  

 

 

 

 

*

To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes the board of directors of a corporation to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

We expect to adopt an amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, and which will contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

 

   

any breach of their duty of loyalty to our company or our stockholders;

 

   

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

   

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

 

   

any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective immediately prior to the completion of this offering, will provide that we will indemnify and hold harmless, to the fullest extent permitted by the Delaware General Corporation Law, any director or officer who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether

 

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civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees and other amounts) reasonably incurred. Our amended and restated bylaws will also provide that we must pay the expenses (including attorneys’ fees) incurred by a director or officer in defending any proceeding in advance of its final disposition, provided that such payment of expenses in advance of the final disposition of the proceeding will be made only upon receipt of an undertaking by such director or officer to repay all amounts advanced if it is ultimately determined that the director or officer is not entitled to be indemnified.

Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in any such action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are expected to be included in our amended and restated certificate of incorporation, amended and restated bylaws and in indemnification agreements that we have entered into or will enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The underwriting agreement to be filed as Exhibit 1.1 to this registration statement will provide for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On October 1, 2018, the registrant agreed to issue a single share of common stock, par value $0.001 per share, which will be redeemed upon the closing of this offering, to an officer of the registrant in exchange for $0.001. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving any public offering.

 

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In                      2019, we entered into a Contribution Agreement with each of the members of Psyop Media Company, LLC (other than Psyop, Inc. and All Asia Digital Entertainment Inc.) and Merger Agreements with Psyop, Inc. and All Asia Digital Entertainment Inc. Pursuant to the Merger Agreements, prior to the closing of this offering, each of Psyop, Inc. and All Asia Digital Entertainment Inc. will be merged with and into PCI Media, Inc., and the issued and outstanding capital stock of each of Psyop, Inc. and All Asia Digital Entertainment Inc. will be converted in the right to receive shares of common stock of PCI Media, Inc. Pursuant to the Contribution Agreement, prior to the closing of this offering, the members of Psyop Media Company, LLC (other than Psyop, Inc. and All Asia Digital Entertainment Inc.) will contribute their membership interests in Psyop Media Company, LLC to PCI Media, Inc. in exchange for shares of common stock of PCI Media, Inc., and Psyop Media Company, LLC will become a wholly owned subsidiary of PCI Media, Inc. We issued such shares of common stock of PCI Media, Inc. in reliance upon Section 4(a)(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

  (a)

Exhibits. See the Exhibit Index attached to this registration statement, which is incorporated by reference herein.

 

  (b)

Financial Statement Schedules. All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) To provide the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(7) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(8) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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EXHIBIT INDEX

 

Exhibit

Number

 

Exhibit Description

1.1   Form of Underwriting Agreement.
3.1**   Form of Amended and Restated Certificate of Incorporation, to be in effect prior to the consummation of this offering.
3.2**   Form of Amended and Restated Bylaws, to be in effect prior to the consummation of this offering.
4.1   Form of Common Stock Certificate.
4.2   Form of Warrant to be issued to Roth Capital Partners, LLC in connection with this offering.
4.3   Form of Unit Certificate.
4.4   Form of Warrant Certificate (included in Exhibit 4.5).
4.5   Form of Warrant Agreement.
5.1   Form of Opinion of Latham & Watkins LLP.
10.1+   2019 Incentive Award Plan and forms of award agreements thereunder.
10.2   Form of Contribution Agreement.
10.3   Form of Merger Agreement with Psyop, Inc.
10.4   Form of Merger Agreement with All Asia Digital Entertainment Inc.
10.5   Form of Stockholders’ Agreement.
10.6**+   Form of Indemnification Agreement between PCI Media, Inc. and each of its directors and executive officers.
10.7**+   Employment Agreement, by and between Psyop Media Company, LLC, Psyop Productions, LLC and D. Hunt Ramsbottom, dated December  7, 2018.
10.8**+   Executive Employment Agreement, by and between Psyop Productions, LLC, Psyop Media Company, LLC and Thomas Boyle, dated January  1, 2012.
10.9+   2019 Employee Stock Purchase Plan.
10.10+   Director Compensation Program.
10.11**   Amended and Restated Loan Agreement, by and between Psyop Media Company, LLC and Community National Bank, dated April 23, 2015.
10.12**   First Amendment to Loan Documents, by and between Psyop Media Company, LLC and Bridgehampton National Bank, dated December  15, 2015.
10.13**   Waiver and Second Amendment to Loan Documents, by and between Psyop Media Company, LLC and Bridgehampton National Bank, dated December 10, 2016.
10.14**   Waiver and Third Amendment to Loan Documents, by and between Psyop Media Company, LLC and BNB Bank, dated April 10, 2018.
10.15**   Waiver and Fourth Amendment to Loan Documents, by and between Psyop Media Company, LLC and BNB Bank, dated May 31, 2018.
10.16**   Standard Form of Office Lease, by and between The A.J.D. Building LLC and Psyop Media Company, LLC, dated October 1, 2014.
10.17**   Lease, by and between Santa Clara, LLC and Psyop, Inc., dated November 1, 2007.
10.18**   First Amendment to Lease, by and between Santa Clara, LLC and Psyop, Inc., dated January 23, 2008.

 

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Exhibit

Number

  

Exhibit Description

10.19**    Second Amendment to Lease, by and between Santa Clara, LLC and Psyop Media Company, LLC, dated April 13, 2017.
10.20**    Share Purchase Agreement, by and between Mark Stewart Graham and Psyop Media Company UK Limited, dated April 10, 2018.
10.21+   

Form of Employment Agreement, to be in effect at the consummation of this offering.

10.22+    Form of Service Agreement, to be in effect at the consummation of this offering.
21.1**    List of Subsidiaries of the Registrant.
23.1    Consent of Citrin Cooperman & Company, LLP, Independent Registered Public Accounting Firm.
23.2    Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1**    Power of Attorney.

 

**

Previously filed

+

Management contract or compensatory plan or arrangement.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Venice, California, on the 13th day of May, 2019.

 

PCI Media, Inc.

By:

 

/s/ D. Hunt Ramsbottom Jr.

 

D. Hunt Ramsbottom Jr.

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints D. Hunt Ramsbottom Jr. and Thomas Boyle, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-1 of PCI Media, Inc. and any or all amendments (including post-effective amendments) thereto and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ D. Hunt Ramsbottom Jr.

D. Hunt Ramsbottom Jr.

  

Chief Executive Officer and Director

(Principal Executive Officer)

  May 13, 2019

/s/ Thomas Boyle

Thomas Boyle

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  May 13, 2019

*

Sandy Grushow

   Director   May 13, 2019

*

David Sanderson

   Director   May 13, 2019

/s/ Marc Stapley

Marc Stapley

   Director   May 13, 2019

 

*By:

 

/s/ D. Hunt Ramsbottom Jr.

 

D. Hunt Ramsbottom Jr.

Attorney-in-fact

 

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EX-1.1 2 d631142dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

PCI MEDIA, INC.

UNDERWRITING AGREEMENT

[] Units

                    , 2019

Roth Capital Partners, LLC

As the Representative of the

Several Underwriters Named on Schedule I hereto

c/o Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Ladies and Gentlemen:

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”). The Units, the shares of Common Stock underlying the Units (the “Shares”), the Warrants, the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), the Representative Warrant, the Representative Units, the Representative Shares, the Representative Underlying Warrants and the Representative Warrant Shares (each as defined below) are collectively referred to as the “Securities.” The Warrants are being issued pursuant to the terms of a Warrant Agreement (the “Warrant Agreement”) to be entered into by and between the Company and Computershare Trust Company, N.A., as the warrant agent (in such capacity, the “Warrant Agent”).

In connection with the offering of the Securities described herein, the members of Psyop Media Company, LLC, a Delaware limited liability company (“Pysop”), other than Psyop, Inc. and All Asia Digital Entertainment Inc., are contributing their membership interests in Psyop to the Company in exchange for shares of Common Stock and Psyop, Inc. and All Asia Digital Entertainment Inc. will be merged with and into the Company with the result that Psyop will become a wholly-owned subsidiary of the Company (the “Contribution and Merger Transactions”). Except where the context otherwise indicates, this Agreement assumes that the


Contribution and Merger Transactions have been consummated in accordance with the terms described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus (as each such term is defined below). Without limiting the generality of the foregoing, for the avoidance of doubt, all references herein to “subsidiary” or “subsidiaries” of the Company shall be deemed to include Psyop and any subsidiary of Psyop.

The Company and the several Underwriters hereby confirm their agreement as follows:

1.    Registration Statement and Prospectus.

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement covering the Securities on Form S-1 (File No. 333- 229248) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including post effective amendments thereto) at the time of effectiveness thereof (the “Effective Time”), the exhibits and any schedules thereto at the Effective Time or thereafter during the period of effectiveness and the documents and information otherwise deemed to be a part thereof or included therein by the Securities Act or otherwise pursuant to the Rules and Regulations at the Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act is hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Securities that was included in the Registration Statement immediately prior to the pricing of the offering contemplated hereby is hereinafter called the “Pricing Prospectus.”

The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus covering the Securities, which includes the information permitted to be omitted therefrom at the Effective Time by Rule 430A under the Securities Act. Such final prospectus, as so filed, is hereinafter called the “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus in the form in which they were included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act is hereinafter called a “Prospectus.”


2.    Representations and Warranties of the Company Regarding the Offering.

(a)    The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof, as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows:

(i)    No Material Misstatements or Omissions. At the Effective Time, at the date hereof, at the Closing Date, and at each Option Closing Date, if any, the Registration Statement and any post-effective amendment thereto complied or will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not, does not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Disclosure Package (as defined in Section 2(a)(v)(A)(1) below) as of [●] (Eastern time) (the “Applicable Time”) on the date hereof, on the Closing Date and on each Option Closing Date, if any, and the Final Prospectus, as amended or supplemented, as of its date, at the time of filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date and at each Option Closing Date, if any, and any individual Written Testing-the-Waters Communication, when considered together with the Time of Sale Disclosure Package, did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Disclosure Package or any Prospectus in reliance upon, and in conformity with, the Underwriter Information (as defined in Section 7(f)). The Registration Statement contains all exhibits and schedules required to be filed by the Securities Act or the Rules and Regulations. No order preventing or suspending the effectiveness or use of the Registration Statement or any Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission.

(ii)    Marketing Materials. Neither the Company nor any subsidiary has distributed any prospectus or other offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure Package and the roadshow or investor presentations delivered to and approved by the Representative for use in connection with the marketing of the offering of the Securities (the “Marketing Materials”).

(iii)    Emerging Growth Company. From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company or Psyop engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication (as defined below)) through the date hereof, the Company and Psyop have each been an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

(iv)    Testing-the-Waters Communications. Neither the Company nor any subsidiary (i) has alone engaged in any Testing-the-Waters Communication without the prior consent of the Representative and (ii) has authorized anyone, other than the Underwriters, to engage in Testing-the-Waters Communications. Neither the Company nor any subsidiary has distributed any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act

 

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(“Written Testing-the-Waters Communications”), other than those previously provided to the Representative and listed on Schedule IV hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. The Company has filed publicly on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) at least 15 calendar days prior to any “road show” (as defined in Rule 433 und the Securities Act), any confidentially submitted registration statement and registration statement amendments relating to the offer and sale of Securities. Each Written Testing-the-Waters Communications, when taken together with the Time of Sale Disclosure Package, did not, as of the Applicable Time, and at all times through the completion of the public offer and sale of Securities will not, include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus.

(v)    Accurate Disclosure. (A) The Company has provided a copy to the Underwriters of each Issuer Free Writing Prospectus (as defined below) used in the sale of Securities. The Company has filed all Issuer Free Writing Prospectuses required to be so filed with the Commission, and no order preventing or suspending the effectiveness or use of any Issuer Free Writing Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission. When taken together with the rest of the Time of Sale Disclosure Package or the Final Prospectus, no Issuer Free Writing Prospectus, as of its issue date and at all subsequent times though the completion of the public offer and sale of Securities, has, does or will include (1) any untrue statement of a material fact or omission to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (2) information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Final Prospectus. The representations and warranties set forth in the immediately preceding sentence shall not apply to statements in or omissions from the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon, and in conformity with the Underwriter Information. As used in this paragraph and elsewhere in this Agreement:

(1) “Time of Sale Disclosure Package” means the Pricing Prospectus, each Issuer Free Writing Prospectus and the description of the transaction provided by the Underwriters included on Schedule II.

(2) “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Securities that (A) is required to be filed with the Commission by the Company, or (B) is exempt from filing pursuant to Rule 433(d)(5)(i) or (d)(8) under the Securities Act, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.

 

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(B) At the time of filing of the Registration Statement and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act or an “excluded issuer” as defined in Rule 164 under the Securities Act.

(C)    Each Issuer Free Writing Prospectus listed on Schedule III satisfied, as of its issue date and at all subsequent times through the Prospectus Delivery Period (as defined below), all other conditions as may be applicable to its use as set forth in Rules 164 and 433 under the Securities Act, including any legend, record-keeping or other requirements.

(vi)    Financial Statements. The financial statements of the Company, together with the related notes and schedules, included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder, and present fairly in all material respects the financial condition of the Company as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied throughout the periods involved. No other financial statements or schedules are required under the Securities Act, the Exchange Act, or the Rules and Regulations to be included in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus.

(vii)    Independent Accountants. To the Company’s knowledge, Citrin Cooperman & Company, LLP, which has expressed its opinion with respect to the financial statements and schedules, if any, included as part of the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations.

(viii)    Accounting and Disclosure Controls. The Company, on a consolidated basis with its subsidiaries, maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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The Company maintains disclosure controls and procedures that have been designed to ensure that material information relating to the Company and any subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

(ix)    Forward-Looking Statements. The Company had a reasonable basis for, and made in good faith, each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus or the Marketing Materials.

(x)    Statistical and Marketing-Related Data. All statistical or market-related data included in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, or included in the Marketing Materials, are based on or derived from sources that the Company reasonably believes to be reliable and accurate, and, to the extent required, the Company has obtained the necessary consent to the use of such data from such sources.

(xi)    Trading Market. On or prior to the Closing Date, each of the Units, the Common Stock and the Warrants will be registered pursuant to Section 12(b) of the Exchange Act and has been approved for listing on the NASDAQ Capital Market (“NASDAQ”), subject to official notice of issuance. When issued, the Securities (other than the Representative Warrant) will be listed on NASDAQ. The Company has taken all actions it deems reasonably necessary or advisable to take on or prior to the date of this Agreement to assure that it will be in compliance in all material respects with all applicable corporate governance requirements set forth in the NASDAQ rules that are then in effect, subject to applicable phase-in provisions.

(xii)    Absence of Manipulation. Except for the grant to the Underwriters of the right to purchase the Option Units, the Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(xiii)    Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Securities and the application of the net proceeds thereof, including the proceeds received upon the exercise of the Warrants, the Representative Warrant and the Representative Underlying Warrants will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

 

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3.    Representations and Warranties Regarding the Company.

(a)    The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof, as of the Closing Date and as of each Option Closing Date, as follows:

(i)    Good Standing. Each of the Company and its subsidiaries has been duly organized and is validly existing as a corporation or other entity in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its subsidiaries has the power and authority (corporate or otherwise) to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and is duly qualified to do business as a foreign corporation or other entity in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary, except where the failure to so qualify would not have or be reasonably likely to result in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (“Material Adverse Effect”).

(ii)    Authorization. The Company has the power and authority to enter into this Agreement, the Warrant Agreement and the Representative Warrant and to authorize, issue and sell the Securities as contemplated hereby and thereby. This Agreement, the Warrant Agreement, the Warrants, the Representative Warrant and the Representative Underlying Warrants have been duly authorized by the Company, and when executed and delivered by the Company, and assuming the due authorization, execution and delivery by the other parties thereto, will constitute the valid, legal and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

(iii)    Contracts. The execution, delivery and performance of this Agreement, the Warrant Agreement, the Representative Warrant and the Representative Underlying Warrants, the consummation of the transactions contemplated hereby and thereby and the issuance of the Securities as contemplated hereby and thereby, will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (the “Contracts”) or obligation or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the Company or any subsidiary is bound or affected, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s charter or bylaws, except in the cases of clauses (A) and (B) only, to the extent that such breach, violation, conflict, default or Default Acceleration Event would not, singularly or in the aggregate, be reasonably likely to result in a Material Adverse Effect.

 

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(iv)    No Violations. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws (or analogous governing instrument, as applicable), (ii) in default in any respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any Contract to which it is a party or by which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above, for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.

(v)    Consents. No consents, approvals, orders, authorizations or filings are required on the part of the Company in connection with the execution, delivery or performance of this Agreement, the Warrant Agreement, the Representative Warrant and the Representative Underlying Warrants, and the issue and sale of the Securities, except (A) the registration under the Securities Act of the Securities, which has been effected, (B) such consents, approvals, authorizations, registrations or qualifications as may be required under state or foreign securities or Blue Sky laws and the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and distribution of the Securities by the several Underwriters, (C) such consents and approvals as have been obtained and are in full force and effect, and (D) such consents, approvals, orders, authorizations and filings the failure of which to make or obtain is not reasonably likely to result in a Material Adverse Effect.

(vi)    Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. Except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus and for the issuances of compensatory equity-based awards (each a “Company Compensatory Award”) issued pursuant to a plan approved by the Company’s board of directors and described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus (each a “Company Compensatory Plan”), since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Units, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration

 

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or similar rights and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. The Warrant Shares, the Units issuable upon the exercise of the Representative Warrant (the “Representative Units”), the shares of Common Stock included in the Representative Units (the “Representative Shares”), and the shares of Common Stock (the “Representative Warrant Shares”) issuable upon the exercise of the Warrants included in the the Representative Units (the “Representative Underlying Warrants”), when issued, paid for and delivered upon due exercise of the Representative Warrant or the Representative Underlying Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares, the Representative Shares and the Representative Warrant Shares have been reserved for issuance. The Units, the Warrants, the Shares and the Representative Warrant, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus.

(vii)    Taxes. Each of the Company and its subsidiaries has (a) filed all foreign, federal, state and local tax returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof and (b) paid all taxes (as hereinafter defined) shown as due and payable on such returns that were filed and has paid all taxes due and imposed on or assessed against the Company or such respective subsidiary. The provisions for taxes payable, if any, shown on the financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. No issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its subsidiaries. The term “taxes” means all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.

(viii)    Material Change. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, (a) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) neither the Company nor any subsidiary has declared or paid any dividends or made any distribution of any kind with respect to its capital stock or other ownership interests, (c) there has not been any change in the capital stock or other ownership interest of the Company or any of its

 

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subsidiaries (other than a change in the number of outstanding shares of Common Stock or securities of such subsidiary due to (i) the issuance of securities upon the exercise of outstanding options or warrants, upon the conversion of outstanding shares of preferred stock or other convertible securities described in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, or in connection with the issuance of Company Compensatory Awards under any Company Compensatory Plan, (ii) the issuance of shares of Common Stock pursuant to the Contribution and Merger Transactions as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, (iii) the issuance of securities by Psyop and the issuance of an option to purchase shares of Common Stock to the Company’s Chief Executive Officer, in each case issuable pursuant to the terms of the Chief Executive Officer’s employment agreement, as described under the heading “Executive Compensation – Executive Compensation Arrangements – D. Hunt Ramsbottom Employment Agreement” in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, (iv) the issuance of shares of Common Stock in connection with the vesting and/or conversion, as applicable, of securities of Psyop issuable to the Company’s Chief Executive Officer pursuant to the terms of the Chief Executive Officer’s employment agreement and issued to the Company’s Chief Financial Officer, as described under the headings “Executive Compensation – Executive Compensation Arrangements – D. Hunt Ramsbottom Employment Agreement”, and “Executive Compensation – Equity Compensation,” or (v) the issuance of options to purchase shares of Common Stock to certain employees of the Company or its subsidiaries as described in “Executive Compensation – Equity Compensation – IPO-Related Equity Awards”, respectively, in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus), (d) there has not been any material change in the long-term or short-term debt of the Company or any subsidiary, and (e) there has not been the occurrence of any Material Adverse Effect.

(ix)    Absence of Proceedings. There is not pending or, to the knowledge of the Company, threatened, any action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator (each, a “Governmental Authority”), which is reasonably likely to result in a Material Adverse Effect.

(x)    Permits. The Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders (“Permits”) of any Governmental Authority required for the conduct of its business as currently conducted as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, and all such Permits are in full force and effect, in each case except where the failure to hold, or comply with any of them, or the failure of any of them to be in full force and effect, is not reasonably likely to result in a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

(xi)    Good Title. The Company and each of its subsidiaries have good and marketable title to all property (whether real or personal) described in the

 

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Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus as being owned by them that are material to the business of the Company, in each case free and clear of all liens, claims, security interests, other encumbrances or defects, except those that are disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus and those that are not reasonably likely to result in a Material Adverse Effect. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company and its subsidiaries.

(xii)    Intellectual Property. The Company and each of its subsidiaries owns or possesses or has valid right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property”) necessary for the conduct of the business of the Company and its subsidiaries as currently conducted as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the Intellectual Property described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus as owned by the Company or a subsidiary of the Company is owned by the Company or such subsidiary free and clear of all liens, claims, security interests, other encumbrances or defects, except those that are disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus and, to the knowledge of the Company, is valid and enforceable. To the knowledge of the Company, there is no (i) pending or overtly threatened claim by any third party to any inventorship interest or ownership interest adverse to that of the Company and its subsidiaries in any Intellectual Property and the Company is not aware of any facts that would form the basis for such claim, (ii) action or use by the Company or any of its subsidiaries that involves or gives rise to any infringement of, or license or similar fees for, any Intellectual Property of others, or (iii) any interference, derivation, inter partes review, reexamination, post-grant review or other claim pending or overtly threatened challenging the rights of the Company or a subsidiary of the Company in or to, or challenging the validity, enforceability or scope of, any of the Intellectual Property of the Company or such subsidiary. Neither the Company nor any of its subsidiaries has received any notice alleging a claim of infringement, or license or similar fees for, any Intellectual Property of others and the Company is not aware of any facts that would form the basis for any such claim. To the Company’s knowledge, none of the technology employed by the Company or any of its subsidiaries has been obtained or is being used by the Company or such subsidiary in violation of any contractual obligation binding on the Company or such subsidiary or, to the Company’s knowledge, any of the officers, directors or employees of the Company or any such subsidiary. To the Company’s knowledge, none of such technology otherwise is in violation of the rights of any persons. To the knowledge of the Company, no third party is infringing on the Intellectual Property of the Company or any of its subsidiaries and the Company is unaware of any facts that would form the basis for a claim of any such infringement.

(xiii)    Employment Matters. There is (A) no unfair labor practice complaint pending against the Company or any of its subsidiaries, nor to the Company’s

 

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knowledge, threatened against it or any of its subsidiaries, before the National Labor Relations Board, any state or local labor relation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the Company’s knowledge, threatened against it and (B) no labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries, principal suppliers, manufacturers, customers or contractors, that could reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect. The Company is not aware that any key employee or significant group of employees of the Company or any subsidiary plans to terminate employment with the Company or any such subsidiary.

(xiv)    ERISA Compliance. No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulated funding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (other than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurred or could reasonably be expected to occur with respect to any employee benefit plan of the Company or any of its subsidiaries which would reasonably be expected to, singularly or in the aggregate, have a Material Adverse Effect. Each employee benefit plan of the Company or any of its subsidiaries is in compliance in all material respects with applicable law, including ERISA and the Code. The Company and its subsidiaries do not maintain an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title IV of ERISA. The Company and its subsidiaries have not incurred and could not reasonably be expected to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any “pension plan” (as defined in ERISA) which has not had, and would reasonably be expected to have, a Material Adverse Effect.. Each pension plan for which the Company or any of its subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified, and to the Company’s knowledge, nothing has occurred, whether by action or by failure to act, which could, singularly or in the aggregate, cause the loss of such qualification.

(xv)    Environmental Matters. The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable to their businesses (“Environmental Laws”), except where the failure to comply has not had and would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect. There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any

 

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of the property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liability which has not had and would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company or any of its subsidiaries has knowledge.

(xvi)    SOX Compliance. The Company has taken all actions it deems reasonably necessary or advisable to take on or prior to the date of this Agreement to assure that, upon and at all times after the effectiveness of the Registration Statement, it will be in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sarbanes-Oxley Act”) that are then in effect.

(xvii)    Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(xviii)    Foreign Corrupt Practices Act. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any employee, representative, agent, affiliate of the Company or any of its subsidiaries or any other person acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

 

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(xix)    OFAC. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any subsidiary, nor, to the knowledge of the Company, any employee, representative, agent or affiliate of the Company or any of its subsidiaries or any other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(xx)    Insurance. The Company, on a consolidated basis with its subsidiaries, carries, or is covered by, insurance in such amounts and covering such risks as it believes is adequate for the conduct of its business as currently conducted as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, and the value of its properties.

(xxi)    Books and Records. The minute books of the Company and each of its subsidiaries have been made available to the Underwriters and counsel for the Underwriters, and such books (i) contain a complete summary of all meetings and actions of the board of directors (including each board committee) and stockholders of the Company (or analogous governing bodies and interest holders, as applicable), or ratifications thereof, and each of its subsidiaries for the period reviewed by counsel for the Underwriters and (ii) accurately in all material respects reflect all transactions referred to in such minutes for such period.

(xxii)    No Undisclosed Contracts. There is no Contract or document required by the Securities Act or by the Rules and Regulations to be described in the Registration Statement, the Time of Sale Disclosure Package or in the Final Prospectus or to be filed as an exhibit to the Registration Statements which is not so described or filed therein as required; and all descriptions of any such Contracts or documents contained in the Registration Statement, the Time of Sale Disclosure Package and in the Final Prospectus are accurate and complete descriptions of such documents in all material respects. Other than as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, no such Contract has been suspended or terminated for convenience or default by the Company or any subsidiary party thereto or any of the other parties thereto, and neither the Company nor any of its subsidiaries has received notice, and the Company has no knowledge, of any such pending or threatened suspension or termination.

(xxiii)    No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries on the one hand, and the directors, officers, stockholders (or analogous interest holders), customers or suppliers of the Company or any of its subsidiaries on the other hand, which is required to be described in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus and which is not so described.

 

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(xxiv)    Insider Transactions. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company, any of its subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All transactions by the Company or any of its subsidiaries with the Company’s or such subsidiary’s officers, directors or control persons have been duly approved by the board of directors of the Company and/or the similar governing body of such subsidiary, or duly appointed committees or officers thereof, if and to the extent required under applicable law.

(xxv)    No Registration Rights. No person or entity has the right to require registration of shares of Common Stock or other securities of the Company or any of its subsidiaries within 180 days of the date hereof because of the filing or effectiveness of the Registration Statement or otherwise, except for persons and entities who have expressly waived such right in writing or who have been given timely and proper written notice and have failed to exercise such right within the time or times required under the terms and conditions of such right. Except as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there are no persons with registration rights or similar rights to have any securities registered by the Company or any of its subsidiaries under the Securities Act.

(xxvi)    Continued Business. No supplier, customer, distributor or sales agent of the Company or any of its subsidiaries has notified the Company or any such subsidiary that it intends to discontinue or decrease the rate of business done with the Company or any such subsidiary, except where such discontinuation or decrease has not resulted in and would not reasonably be expected to result in a Material Adverse Effect.

(xxvii)    No Finders Fee. There are no claims, payments, issuances, arrangements or understandings for services with any third party in the nature of a finder’s, consulting or origination fee with respect to the introduction of the Company to any Underwriter or the sale of the Securities hereunder or any other arrangements, agreements, understandings, payments or issuances with respect to the Company that may affect the Underwriters’ compensation, as determined by FINRA.

(xxviii)     No Fees. Except as disclosed to the Representative in writing, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to (i) any person, as a finder’s fee, investing fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who provided capital to the Company, (ii) any FINRA member, or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member within the 12-month period prior to the date on which the Registration Statement was filed with the Commission (“Filing Date”) or thereafter.

(xxix)     Proceeds. None of the net proceeds of the offering will be paid by the Company to any participating FINRA member or any affiliate or associate of any participating FINRA member, except as specifically authorized herein.

 

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(xxx)     No FINRA Affiliations. Except as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, to the Company’s knowledge and except as disclosed to the Representative in writing, no (i) officer or director of the Company or its subsidiaries, (ii) owner of 5% or more of any class of the Company’s securities or (iii) owner of any amount of the Company’s unregistered securities acquired within the 180-day period prior to the Filing Date, has any direct or indirect affiliation or association with any FINRA member. The Company will advise the Representative and counsel to the Underwriters if it becomes aware that any officer, director of the Company or its subsidiaries or any owner of 5% or more of any class of the Company’s securities is or becomes an affiliate or associated person of a FINRA member participating in the offering.

(xxxi)    No Financial Advisor. Other than the Underwriters, no person has the right to act as an underwriter or as a financial advisor to the Company in connection with the transactions contemplated hereby.

(xxxii)     Certain Statements. The statements set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus under the caption “Material U.S. Federal Income Tax Considerations” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects, and under the captions “Description of Units and Warrants” and “Description of Capital Stock” insofar as they purport to constitute a summary of (i) the terms of the Units, (ii) the terms of the Warrants, (iii) the terms of the Company’s outstanding securities, (iv) the terms of the Shares, and (v) the terms of the documents referred to therein, are accurate, complete and fair in all material respects.

(xxxiii)     Prior Sales of Securities. Item 15 of Part II of the Registration Statement sets forth a true and complete list of all securities of the Company issued or sold during the six-month period preceding the date hereof.

(b)    Any certificate signed by any officer of the Company and delivered to the Representative on behalf of the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

4.    Purchase, Sale and Delivery of Units.

(a)    On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Unit shall be $[●] per Unit.

(b)    The Company hereby grants to the Underwriters the option to purchase some or all of the Option Units and, upon the basis of the warranties and representations and

 

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subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Units as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Units as to which the option is being exercised, and the date and time when the Option Units are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Units, the Company agrees to sell to each Underwriter the number of Option Units obtained by multiplying the number of Option Units specified in such notice by a fraction, the numerator of which is the number of Option Unit set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Units to be Sold” and the denominator of which is the total number of Option Units.

(c)    Payment of the purchase price for and delivery of the Option Units shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Units, as set forth in subparagraph (d) below.

(d)    The Firm Units will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Units are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Units, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Units is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Units, which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.

(e)    It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Units and any Option Units the Underwriters have agreed to purchase. The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

 

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(f)    On the Closing Date and any Option Closing Date, the Company shall issue to the Representative (and/or its designees), warrants (the “Representative Warrant”), in form and substance acceptable to the Representative, for the purchase of a number of Units equal to eight percent (8%) of the Units sold by the Company hereunder on the Closing Date or such Option Closing Date, as applicable, which shall be registered in the name or names and shall be in such denominations as the Representative may request at least one (1) business day before the Closing Date or Option Closing Date, as applicable.

5.    Covenants.

(a)    The Company covenants and agrees with the Underwriters as follows:

(i)    The Company shall prepare the Final Prospectus in a form approved by the Representative and file such Final Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by the Rules and Regulations.

(ii)    During the period beginning on the date hereof and ending on the later of the Closing Date or such date as determined by the Representative the Final Prospectus is no longer required by law to be delivered in connection with sales by an underwriter or dealer (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, including any Rule 462 Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company shall furnish to the Representative for review and comment a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Representative reasonably objects.

(iii)    From the date of this Agreement until the end of the Prospectus Delivery Period, the Company shall promptly advise the Representative in writing (A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (B) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, (C) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending its use or the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time during the Prospectus Delivery Period, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with

 

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the provisions of Rules 424(b), 430A or 430C as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b) of the Securities Act).

(iv)    (A) During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act, as now and hereafter amended, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the Time of Sale Disclosure Package, the Registration Statement and the Final Prospectus. If during the Prospectus Delivery Period any event occurs the result of which would cause the Final Prospectus (or if the Final Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) to include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary or appropriate in the opinion of the Company or its counsel or the Representative or counsel to the Underwriters to amend the Registration Statement or supplement the Final Prospectus (or if the Final Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) to comply with the Securities Act, the Company will promptly notify the Representative, allow the Representative the opportunity to provide reasonable comments on such amendment, prospectus supplement, and will amend the Registration Statement or supplement the Final Prospectus (or if the Final Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) (at the expense of the Company) so as to correct such statement or omission or effect such compliance. (B) If at any time during the Prospectus Delivery Period there occurred or occurs an event or development the result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or any Prospectus or included or would include, when taken together with the Time of Sale Disclosure Package, an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(v)    The Company shall take or cause to be taken all action reasonably necessary to qualify the Securities for sale under the securities laws of such jurisdictions as the Representative reasonably designates and to continue such qualifications in effect so long as required for the distribution of the Securities, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, to execute a general consent to service of process in any state or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.

 

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(vi)    The Company will furnish to the Underwriters and counsel to the Underwriters copies of the Registration Statement, each Prospectus, any Issuer Free Writing Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters may from time to time reasonably request.

(vii)    The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations; provided that the Company will be deemed to have furnished such statements to its security holders and the Representatives to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

(viii)    The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the Securities (including all fees and expenses of the registrar and transfer agent of the Units and the Common Stock, the Warrant Agent and the registrar and transfer agent of the Representative Warrant (if other than the Company), and the cost of preparing and printing stock certificates and warrant certificates, if any), (B) all expenses and fees (including, without limitation, fees and expenses of the Company’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, (C) all reasonable filing fees and reasonable fees and disbursements of the Underwriters’ counsel incurred in connection with the qualification of the Securities for offering and sale by the Underwriters or by dealers under the securities or blue sky laws of the states and other jurisdictions that the Representative shall designate, (D) the reasonable filing fees and reasonable fees and disbursements of counsel to the Underwriters incident to any required review and approval by FINRA, of the terms of the sale of the Securities, (F) listing fees, if any, and (G) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company will reimburse the Underwriters for the Underwriters’ reasonable accountable out-of-pocket expenses, including legal fees and disbursements, in connection with the purchase and sale of the Securities contemplated hereby up to an aggregate of $175,000 (including amounts payable pursuant to clauses (C) and (D) above) (it being understood that such $175,000 is inclusive of, and not in addition to, the expense reimbursement provided in the letter agreement, dated February 26, 2018, between the Company and Roth Capital Partners, LLC, as amended). If this Agreement is terminated by the Representative in accordance with the provisions of Section 6, Section 9 or Section 10, the Company will reimburse the Underwriters for all reasonable accountable out-of-pocket disbursements (including, but not limited to, reasonable fees and disbursements of counsel, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Units or in contemplation of performing their obligations hereunder.

 

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(ix)    The Company intends to apply the net proceeds from the sale of the Securities to be sold by it hereunder as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus under the heading “Use of Proceeds”.

(x)    Except for the grant to the Underwriters of the right to purchase the Option Units, the Company has not taken and will not take, directly or indirectly, during the Prospectus Delivery Period, any action designed to or which might reasonably be expected to cause or result in, or that has constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(xi)    The Company represents and agrees that, unless it obtains the prior written consent of the Representative, and the each Underwriter, severally, and not jointly, represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule III. Any such free writing prospectus consented to by the Company and the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied or will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping.

(xii)    The Company hereby agrees that, without the prior written consent of the Representative, it will not, during the period ending one hundred eighty (180) days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be issued or sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants or the conversion of outstanding preferred stock or other outstanding convertible securities disclosed as outstanding in the Registration Statement (excluding exhibits thereto), the Time of Sale Disclosure Package, and the Final Prospectus, (3) the grant of Company Compensatory Awards not exercisable during the Lock-up Period and/or the issuance of shares of Common Stock with respect to any Company Compensatory Award during the Lock-Up Period, or (4) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company Compensatory Plan.

 

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(xiii)    The Company hereby agrees, during a period of three years from the effective date of the Registration Statement, so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to furnish to the Representative copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to the Representative as soon as reasonably practicable upon availability, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; provided, that any information or documents available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System shall be considered furnished for purposes of this Section 5(a)(xiii).

(xiv)    The Company hereby agrees to engage and maintain, at its expense, a registrar and transfer agent for the Common Stock, the Units and the Warrants and a registrar and transfer agent for the Representative Warrant (if other than the Company).

(xv)    The Company hereby agrees not to take, directly or indirectly, any action designed to cause or result in, or that has constituted or would reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities.

(xvi)    The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) the end of the Prospectus Delivery Period and (b) the expiration of the lock-up period described in Section 5(a)(xii) above.

6.    Conditions of the Underwriters Obligations. The respective obligations of the several Underwriters hereunder to purchase Units are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions:

(a)    If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the

 

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effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened by the Commission; any request of the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the satisfaction of the Representative.

(b)    The Units, the Warrants, the Shares, the Warrant Shares, the Representative Shares, the Representative Underlying Warrants and the Representative Warrant Shares shall be approved for listing on NASDAQ, subject to official notice of issuance.

(c)    FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(d)    The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the reasonable opinion of the Representative, is material, or omits to state a fact which, in the reasonable opinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading.

(e)    On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion and negative assurance letters of Latham & Watkins LLP, counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.

(f)    On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the negative assurance letter of Lowenstein Sandler LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.

(g)    The Representative, for the benefit of the Underwriters, shall have received a letter of Citrin Cooperman & Company, LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters.

 

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(h)    On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, a certificate, dated the Closing Date and on each Option Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that:

(i)    The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable;

(ii)    No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and

(iii)    There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable.

(i)    On or before the date hereof, the Representative shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Representative and each of the parties specified in Schedule V.

If the Representative, in its sole discretion, agree to release or waive the restrictions set forth in the Lock-Up Agreement for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

(j)    On or before the Closing Date, the Contribution and Merger Transactions shall have been consummated on the terms described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus.

(k)    The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Representative or counsel to the Underwriters may have reasonably requested.

 

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If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

7.    Indemnification and Contribution.

(a)    The Company agrees to indemnify, defend and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rule 430A of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) an untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or the Marketing Materials or in any other materials used in connection with the offering of the Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that such indemnity shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Time of Sale Disclosure Package, any Written Testing-the-Waters Communications, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with, the Underwriter Information.

(b)    Each Underwriter, severally and not jointly, will indemnify, defend and hold harmless the Company, its directors and each officer of the Company who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue

 

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statement of a material fact contained in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with, the Underwriter Information and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with evaluating, investigating, and defending against any such loss, claim, damage, liability or action. The obligation of each Underwriter to indemnify the Company (including any controlling person, director or officer thereof) shall be limited to the amount of the underwriting discount applicable to the Units to be purchased by such Underwriter hereunder actually received by such Underwriter.

(c)    Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof; provided, however, that if (i) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, the indemnified party shall have the right to employ a single counsel to represent it in any claim in respect of which indemnity may be sought under subsection (a) or (b) of this Section 7, in which event, subject to the immediately next sentence, the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the indemnified party as incurred. In no event shall the indemnifying party be liable for the reasonable fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

 

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The indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the Representative (in the case of indemnification under Section 7(a)) or the Company (in the case of indemnification under Section 7(b)), effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is a party or could reasonably be named and indemnity was or would be sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes a release of such indemnified party from all liability for claims that are the subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)    If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering and sale of the Units or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discount received by the Underwriters, in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this subsection (d). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim that is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount of the of the underwriting discount applicable to the Units to be purchased by such Underwriter hereunder actually received by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ respective obligations to contribute as provided in this Section 7 are several in proportion to their respective underwriting commitments and not joint.

 

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(e)    The obligations of the Company under this Section 7 shall be in addition to any liability that the Company may otherwise have and the benefits of such obligations shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and the obligations of each Underwriter under this Section 7 shall be in addition to any liability that each Underwriter may otherwise have and the benefits of such obligations shall extend, upon the same terms and conditions, to the Company’s directors, the officers of the Company signing the Registration Statement, and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

(f)    For purposes of this Agreement, each Underwriter severally confirms, and the Company acknowledges, that there is no information concerning such Underwriter furnished in writing to the Company by such Underwriter specifically for preparation of or inclusion in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, other than the statement set forth in the last paragraph on the cover page of the Prospectus, the marketing and legal names of each Underwriter and the statements set forth in the “Underwriting” section of the Registration Statement, the Time of Sale Disclosure Package, and the Final Prospectus including under “Representative Warrant” only insofar as such statements relate to the amount of selling concession and re-allowance, if any, or to over-allotment, stabilization and related activities that may be undertaken by such Underwriter and/or the warrants owned by the Representative and its employees (collectively, the “Underwriter Information”).

8.    Representations and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company contained herein or in certificates delivered pursuant hereto, including, but not limited to, the agreements of the several Underwriters and the Company contained in Section 5(a)(viii) and Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the several Underwriters or any controlling person thereof, or the Company, its directors, the officers of the Company signing the Registration Statement, or any of its controlling persons, and shall survive delivery of, and payment for, the Units to and by the Underwriters hereunder.

9.    Termination of this Agreement.

(a)    The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Units to be purchased on such Option Closing Date only), if in the discretion of the Representative, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Units or enforce contracts for the sale of the Units, (ii) trading in the Units, the Warrants or the Company’s Common Stock shall have been suspended by the Commission or Nasdaq or

 

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trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE American shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or the NYSE American, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or (vii) in the judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination.

(b)    If the Representative elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Representative by telephone, confirmed by letter.

10.    Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase Units hereunder on the Closing Date or any Option Closing Date and the aggregate number of Units which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Units to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of Units with respect to which such default or defaults occur is more than ten percent (10%) of the total number of Units to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the remaining Underwriters and the Company for the purchase of such Units by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate.

If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the Units of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order to permit the Company to effect whatever changes in the Registration Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly file any amendments to the Registration Statement or the Final Prospectus which may thereby be made necessary, and (ii)

 

-29-


the respective numbers of Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or any other Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Section 5(a)(viii) and the provisions of Section 7 and Sections 11 through 18, inclusive, shall not terminate and shall remain in full force and effect.

As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

11.    Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Representative, shall be mailed, delivered or emailed to Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, Attention: Managing Director, email: RothECM@roth.com, with a copy to Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, NY 10020, Attention: John D. Hogoboom, email: jhogoboom@lowenstein.com; and if to the Company, shall be mailed delivered or emailed to it at 523 Victoria Avenue, Venice, CA 90291, Attention: D. Hunt Ramsbottom, email: hramsbottom@psyop.tv, with a copy to Latham & Watkins LLP, 140 Scott Drive, Menlo Park, CA 94025, Attention: Anthony J. Richmond, email: tony.richmond@lw.com, and David A. Zaheer, email: david.zaheer@lw.com, or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

12.    Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 7. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used shall not include any purchaser, as such purchaser, of any of the Units from any Underwriter.

13.    Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter has been retained solely to act as underwriter in connection with the sale of the Units and that no fiduciary, advisory or agency relationship between the Company and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters; (b) the price and other terms of the Units set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it

 

-30-


has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company.

14.    Amendments and Waivers. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.

15.    Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision.

16.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

17.    Submission to Jurisdiction. Each party hereto irrevocably (a) submits to the jurisdiction of the Supreme Court of the State of New York, Borough of Manhattan or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated by this Agreement, the Registration Statement, the Time of Sale Disclosure Package, any Prospectus and the Final Prospectus (each a “Proceeding”), (b) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to commence any Proceeding other than in such courts, and (e) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum. EACH PARTY HERETO (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE TIME OF SALE DISCLOSURE PACKAGE, ANY PROSPECTUS AND THE FINAL PROSPECTUS.

18.    Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or electronic mail) in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

 

-31-


Please sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the Company and the several Underwriters in accordance with its terms.

 

Very truly yours,
PCI MEDIA, INC.
By:    
Name:   D. Hunt Ramsbottom, Jr.
Title:   Chief Executive Officer

 

Confirmed as of the date first above-mentioned

by the Representative of the several Underwriters.

ROTH CAPITAL PARTNERS, LLC
By:    
Name:   Aaron M. Gurewitz
Title:   Head of Equity Capital Markets

 

[Signature page to Underwriting Agreement]


SCHEDULE I

 

Name

  

Number of
Firm Units to
be Purchased

    

Number of
Option Units to
be Purchased

 

Roth Capital Partners, LLC

                                                       
  

 

 

    

 

 

 

Total

     

 

EXHIBIT A-


SCHEDULE II

PCI Media, Inc.

[] Units

Final Term Sheet

 

Issuer:    PCI Media, Inc. (the “Company”)
Symbol:   

PCIM.U (Units)

 

PCIM (Shares)

 

PCIM.W (Warrants)

Security:    [●] Units, each Unit consisting of one share of Common Stock and one Warrant to purchase one share of Common Stock at an exercise price of $             per share.
Over-allotment option:    [●] Units
Public offering price:    $[●] per Unit
Underwriting discount:    $[●] per Unit
Expected net proceeds:    Approximately $[●] million (approximately $[●] if the overallotment option is exercised in full) (after deducting the underwriting discount and estimated offering expenses payable by the Company).
Trade date:                        , 2019
Settlement date:                        , 2019
CUSIP Nos.:   

[●] (Units)

[●] (Shares)

[●] (Warrants)

Underwriters:   

Roth Capital Partners, LLC

[                    ]

 

SCHEDULE II-1


SCHEDULE III

Free Writing Prospectus

[None.]

 

SCHEDULE III-1


SCHEDULE IV

Written Testing-the-Waters Communications

Investor Presentation, dated [                    ], 2019

 

SCHEDULE IV-1


SCHEDULE V

List of persons and entities executing lock-up agreements

 

Subject to confirmation by Representative

 

SCHEDULE V-1


EXHIBIT A

Form of Lock-Up Agreement

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Ladies and Gentlemen:

The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with PCI Media, Inc., a Delaware corporation (the “Company”), relating to a proposed offering (the “Offering”) of Units including shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the foregoing, and in order to induce you to participate in the Offering, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative (which consent may be withheld in its sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on, but including, the date 180 days after the date of the final prospectus relating to the Offering (the “Final Prospectus”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock, or (4) publicly announce an intention to effect any transaction specific in clause (1), (2) or (3) above.

Notwithstanding the foregoing, the restrictions set forth in the above clauses (1), (2), (3) and (4) shall not apply to (a) (i) transfers of Common Stock as a bona fide gift or gifts, (ii) transfers or dispositions of the undersigned’s Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) transfers or dispositions of the undersigned’s Common Stock to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the

 

EXHIBIT A-1


undersigned or the immediate family of the undersigned, (iv) transfers or dispositions of the undersigned’s Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (v) distributions of the undersigned’s Common Stock to partners, members or stockholders of the undersigned, and (vi) transfers to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; provided that in the case of any transfer or distribution pursuant to clause (i), (ii), (iii), (iv), (v) or (vi), each transferee, donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this letter agreement (this “Agreement”), (b) (i) the grant of any Company Compensatory Award pursuant to a Company Compensatory Plan not exercisable during the Lock-up Period or (ii) the exercise of any stock option or the receipt of shares of Common Stock with respect to a Company Compensatory Award, in each case, issued pursuant to a Company Compensatory Plan, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Agreement, or (c) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

Furthermore, notwithstanding the restrictions imposed by this Agreement, the undersigned may, without the prior written consent of the Representative (i) establish a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the transfer of Common Stock, provided that such plan does not provide for any transfers of Common Stock during the Lock-Up Period, (ii) transfer or dispose of shares of Common Stock acquired in the Offering or on the open market following the Offering, provided that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the Lock-Up Period, (iii) transfer to the Company shares of Common Stock (A) pursuant to any contractual arrangement that either provides the Company with an option to repurchase such shares of Common Stock or provides for the forfeiture of such shares of Common Stock, in either case, in connection with the termination of the undersigned’s employment or other service relationship with the Company or any of its subsidiaries or (B) in connection with the vesting of any Company Compensatory Award granted under a Company Compensatory Plan (including to satisfy any withholding taxes applicable to such vesting), provided that any filing under Section 16 of the Exchange Act with regard to (A) or (B) shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described above, and (iv) transfer or dispose of Common Stock by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or other court order, provided that the recipient of such shares of Common Stock shall execute and deliver to the Representative a lock-up letter in the form of this Agreement.

Further, this Agreement shall not restrict any sale, disposal or transfer of the undersigned’s Common Stock to a bona fide third party pursuant to a tender offer for securities of the Company or any merger, consolidation or other business combination involving a Change of Control of the Company occurring after the settlement of the Offering, that, in each case, has been approved by the board of directors of the Company; provided that all of the undersigned’s

 

EXHIBIT A-2


Common Stock subject to this Agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this Agreement; and provided, further, that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any of the undersigned’s Common Stock subject to this Agreement shall remain subject to the restrictions herein. For the purposes of this paragraph, “Change of Control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 100% of the total voting power of the voting share capital of the Company.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar or depositary against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

If the undersigned is an officer or director of the Company, (i) the Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

In the event that any holder of more than 1% of the Company’s outstanding Common Stock (each, a “Holder”) other than the undersigned is permitted by the Representative to sell or otherwise transfer or dispose of shares of Common Stock for value, the same percentage of shares of Common Stock held by the undersigned (i.e., the total number of shares of Common Stock owned by the undersigned on the date of the early release, multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company initially being granted an early release and the denominator of which shall be the total number of shares of Common Stock of the Company owned by the record or beneficial owner initially being granted an early release on the date thereof) (the “Pro-rata Release”) shall be immediately and fully released, without any further action, on the same terms from any remaining lock-up restrictions set forth herein; provided, however, that such Pro-rata Release shall not be applied in the event of (a) permission granted to any individual Holder (or group of affiliated Holders) by the Representative to sell or otherwise transfer or dispose of a number of shares of Common

 

EXHIBIT A-3


Stock in an amount less than or equal to $500,000 in aggregate value of Common Stock (whether in one or multiple releases), or (b) any underwritten secondary public offering of the Company’s Common Stock during the Lock-Up Period, whether or not such offering or sale is wholly or partially a secondary offering (the “Underwritten Sale”), for purposes of allowing such released owner to participate in such Underwritten Sale, in which case such early release shall only apply with respect to the undersigned’s participation in such Underwritten Sale. For purposes of determining ownership of a holder, all shares of securities held by investment funds affiliated with such stockholder shall be aggregated. In the event that the undersigned is released from any of its obligations under this Agreement or, by virtue of this Agreement, becomes entitled to offer, pledge, sell, contract to sell, or otherwise dispose of any Common Stock (or any securities convertible into Common Stock) on or prior to the expiration of the Lock-Up Period, the Representative shall use commercially reasonable efforts to provide notice to the Company upon the occurrence of a release of a stockholder of its obligations under any lock-up agreement executed in connection with the public offering of the Company’s Common Stock that gives rise to a corresponding release of this Agreement pursuant to the terms of this paragraph; provided that the failure to give such notice shall not give rise to any claim or liability against the Underwriters.

The undersigned understands that, (i) if the Representative, on behalf of the Underwriters, advises the Company, or the Company advises the Representative, in each case, in writing prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, and in any case if the Underwriting Agreement does not become effective by August 15, 2019, or (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder, the undersigned shall be released from all obligations under this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned irrevocably (i) submits to the jurisdiction of the Supreme Court of the State of New York, Borough of Manhattan and the United States District Court for the Southern District of New York, for the purpose of any suit, action, or other proceeding arising out of this Agreement (each a “Proceeding”), (ii) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) agrees not to commence any Proceeding other than in such courts, and (v) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum.

 

Very truly yours,
 

 

Name:

 

EXHIBIT A-4


EXHIBIT B

Form of Press Release

PCI Media, Inc.

[Date]

PCI Media, Inc. (the “Company”) announced today that Roth Capital Partners, LLC, the Representative in the Company’s recent public sale of                  Units, is [waiving][releasing] a lock-up restriction with respect to                  shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on                     , 20    , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

 

EXHIBIT B-1

EX-4.1 3 d631142dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

 

LOGO

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS#
COMMON STOCK
PAR VALUE $0.001
Certificate Number
ZQ00000000
COMMON STOCK
PCI MEDIA, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
MR. SAMPLE & MRS. SAMPLE &
MR. SAMPLE & MRS. SAMPLE
***ZERO HUNDRED THOUSAND
ZERO HUNDRED AND ZERO***
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP XXXXXX XX X
THIS CERTIFICATE IS TRANSFERABLE IN CITIES DESIGNATED BY THE TRANSFER AGENT, AVAILABLE ONLINE AT www.computershare.com
is the owner of
Shares
* * 000000 ******************
* * * 000000 ***************** **** 000000 **************** ***** 000000 *************** ****** 000000 **************
FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
PCI Media, Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
FACSIMILE SIGNATURE TO COME
President
FACSIMILE SIGNATURE TO COME
Secretary
DATED DD-MMM-YYYY
COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR,
PCI MEDIA, INC.
CORPORATE
SEAL
October 1, 2018
DELAWARE
By
AUTHORIZED SIGNATURE
1234567
PCI Media, Inc.
PO BOX 43004, Providence, RI 02940-3004
MR A SAMPLE
DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4
CUSIP/IDENTIFIER XXXXXX XX X
Holder ID XXXXXXXXXX
Insurance Value 1,000,000.00 Number of Shares 123456
DTC 12345678 123456789012345
Certificate Numbers Num/No. Denom Total.
1234567890/1234567890 111 1234567890/1234567890 222 1234567890/1234567890 333 1234567890/1234567890 444 1234567890/1234567890 555 1234567890/1234567890 666
Total Transaction 7


LOGO

PCI MEDIA, INC.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -............................................Custodian .................................................
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act ........................................................
(State)
JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT -............................................Custodian (until age ................................)
and not as tenants in common (Cust)
.............................under Uniform Transfers to Minors Act ................... (Minor) (State)
Additional abbreviations may also be used though not in the above list.
For value received, ____________________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Company with full power of substitution in the premises.
Dated: __________________________________________20__________________
Signature: ____________________________________________________________
Signature: ____________________________________________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.
Signature(s) Guaranteed: Medallion Guarantee Stamp
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.
The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis.
If you do not keep in contact with the issuer or do not have any activity in your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state.
SECURITY INSTRUCTIONS
THIS IS WATERMARKED PAPER. DO NOT ACCEPT WITHOUT NOTING
WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK.

EX-4.2 4 d631142dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

[FORM OF REPRESENTATIVE WARRANT]

THE HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE LATER OF THE DATE THAT THE REGISTRATION STATEMENT (AS DEFINED BELOW) IS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION OR THE COMMENCEMENT OF SALES OF THE OFFERING TO WHICH THIS WARRANT RELATES TO ANYONE OTHER THAN (I) ROTH CAPITAL PARTNERS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ROTH CAPITAL PARTNERS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●]1, 2019. VOID AFTER 5:00 P.M., EASTERN TIME, [●]2.

PCI MEDIA, INC.

WARRANT TO PURCHASE UNITS

Warrant No.: R-1

Number of Units: [●]

Date of Issuance: [●], 2019 (“Issuance Date”)

PCI Media, Inc., a Delaware corporation (the “Company”), hereby agrees that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ROTH CAPITAL PARTNERS, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, upon the terms and subject to the conditions set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [●], 2019 (the “Initial Exercisability Date”), but not after 5:00 p.m., Eastern time, on the Expiration Date, (as defined below), up to [●] ([●]) Units (each, a “Unit”), each Unit consisting of one share of Common Stock (as defined below), and one warrant to purchase one share of Common Stock on the terms as described in the Prospectus (each, an “Underlying Warrant” and collectively, the “Underlying Warrants,” and each such Unit, a “Warrant Unit” and all such Units, the “Warrant Units”, subject to adjustment as provided herein. Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Units (including any Warrants to Purchase Units issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This

 

1 

Date this is 180 days from the effective date of the offering.

2 

Date that is 5 years from the effective date of the offering.


Warrant is the Representative Warrant issued pursuant to (i) that certain Underwriting Agreement, dated as of [●], 2019 (the “Subscription Date”) by and between the Company and Roth Capital Partners, LLC, as the representative of the underwriter named therein (the “Underwriting Agreement”), (ii) the Company’s Registration Statement on Form S-1 (File number 333-229248 (the “Registration Statement”) and (iii) the Company’s prospectus dated as of [●], 2019 (the “Prospectus”) relating to the offering (the “Offering”) of the securities referenced therein (the “Securities”). As used herein, “Shares” means the shares of Common Stock included in the Warrant Units and “Warrant Shares” means the shares of Common Stock issuable upon the exercise of the Underlying Warrants. From and after the Separation Date as defined in the Prospectus, any reference herein to a Unit or Warrant Unit shall constitute a reference to an equivalent number of Shares and Underlying Warrants comprising such Unit or Warrant Unit).

1.    EXERCISE OF WARRANT.

(a)    Mechanics of Exercise. Upon the terms and subject to the conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability Date, in whole or in part, by delivery (via electronic mail only) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Units as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or, if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder (until the Holder has purchased all of the Warrant Units available hereunder and the Warrant has been exercised in full), nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Units shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Units and the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Units available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. On or before the first (1st) Trading Day following the date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company,

 

-2-


then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Units pursuant to this Section 1(a), the “Securities Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Units to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Units to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Units via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Units with respect to which this Warrant has been exercised, irrespective of the date such Warrant Units are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Units represented by this Warrant submitted for exercise is greater than the number of Warrant Units being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Units issuable immediately prior to such exercise under this Warrant, less the number of Warrant Units with respect to which this Warrant is exercised. No fractional Warrant Units are to be issued upon the exercise of this Warrant, but rather the number of Warrant Units to be issued shall be rounded to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Units upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any Warrant Units, Shares or Warrants in a name other than that of the Holder. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any

 

-3-


judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s delivery of the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) with respect to such exercise.

(b)    Exercise Price. For purposes of this Warrant, “Exercise Price” means $[●]3 per Warrant Unit, subject to adjustment as provided herein.

(c)    Company’s Failure to Timely Deliver Securities. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Units in accordance with the provisions of Section 1(a) above pursuant to an exercise on or before the Securities Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Units, shares of Common Stock or Underlying Warrants to deliver in satisfaction of a sale by the Holder of the Warrant Units which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall either (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Units, shares of Common Stock and/or Underlying Warrants so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Units that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, or (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Units for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Units, shares of Common Stock and/or Underlying Warrants that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrant Units with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant Units upon exercise of this Warrant as required pursuant to the terms hereof. The Company’s current transfer agent participates in the DTC Fast Automated Securities Transfer Program (“FAST”). In the event that the Company changes transfer agents while this Warrant is outstanding, the Company shall use commercially reasonable efforts to select a transfer agent that participates in FAST. While this Warrant is outstanding, the Company shall request its transfer agent to participate in FAST with respect to this Warrant.

(d)    Cashless Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in

 

3 

115% of the public offering price per share as set forth in the final prospectus.

 

-4-


lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Warrant Units determined according to the following formula (a “Cashless Exercise”):

 

Net Number =   (A x B) – (A x C)        
  B       

For purposes of the foregoing formula:

 

  A=

the total number of Warrant Units with respect to which this Warrant is then being exercised.

 

  B=

the average of the Closing Sale Prices of the Units (as reported by Bloomberg) for five consecutive Trading Days ending on the date immediately preceding the Exercise Date.

 

  C=

the Exercise Price then in effect for the applicable Warrant Units at the time of such exercise.

If Warrant Units are issued in such a cashless exercise, the Company, and by its acceptance of this Warrant, the Holder, acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, as presently interpreted by the SEC (as defined below), the Warrant Units shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Units. The Company, and by its acceptance of this Warrant, the Holder, agree not to take any position contrary to this Section 1(d), except as required by a change in applicable law, rule or regulation. Except as expressly set forth in Section 4(b) herein, nothing in this Warrant shall require the Company to effect cash settlement of this Warrant.

(e)    Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Units, the Company shall promptly issue to the Holder the number of Warrant Units that are not disputed and resolve such dispute in accordance with Section 11.

(f)    Required Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under this Warrant a number of Units, Shares, Underlying Warrants and Warrant Shares at least equal to 100% of the maximum number of each such security as shall be necessary to satisfy the Company’s obligation to issue such securities under this Warrant then outstanding (without regard to any limitations on exercise) and the Underlying Warrants (without regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall the number and type of such securities reserved pursuant to this Section 1(f) be reduced other than in connection with any exercise of Warrants or such other event covered by Section 2 below. The Required Reserve Amount (including, without limitation, each increase in the number of securities so reserved) shall be allocated pro rata among the holders of this Warrant based on the number of Warrant

 

-5-


Units issuable upon exercise of this Warrant held by each holder thereof on the Issuance Date (without regard to any limitations on exercise) (the “Authorized Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrant, each transferee shall be allocated a pro rata portion of such holder’s Authorized Allocation. Any such securities reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of Warrants, pro rata based on the number of Warrant Units issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise).

(g)    Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall promptly take all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.

 

-6-


2.    ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES UPON SUBDIVISION OR COMBINATION OF COMMON STOCK. (a) Stock Dividends and Splits. If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Units will be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Units will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)    Voluntary Adjustment by Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

3.    [RESERVED]

4.    FUNDAMENTAL TRANSACTIONS. In addition to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets (including cash) with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the Warrant Units (or other securities, cash, assets or other property) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). The provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events.

5.    NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme, arrangement, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all of the provisions of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Units, Shares, Underlying Warrants and/or Warrant Shares upon the

 

-7-


exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise) and the Underlying Warrants (without regard to any limitations on exercise).

6.     WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Units which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of any corporate action required to be specified in such notice.

7.     REISSUANCE OF WARRANTS.

(a)    Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company and deliver a completed and executed form or assignment, substantially in the form of the Assignment Form attached hereto as Exhibit B, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Units being transferred by the Holder and, if less than the total number of Warrant Units then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Units not being transferred.

(b)    Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form (but without the obligation to post a bond) and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Units then underlying this Warrant.

 

-8-


(c)    Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Units then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Units as is designated by the Holder at the time of such surrender.

(d)    Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Units then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Units designated by the Holder which, when added to the number of Warrant Units underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Units then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

8.     NOTICES. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and (ii) will be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express, two (2) Business Days after so mailed and (D) at the time of confirmation of delivery, if delivered by electronic mail to the email address specified in this Section 8 prior to 5:00 p.m. (New York time) on a Trading Day, (E) the next Trading Day after confirmation of delivery, if delivered by electronic mail to the email address specified in this Section 8 on a day that is not a Trading Day or later than 5:00 p.m. (New York time) on any Trading Day and (F) if delivered by facsimile, upon electronic confirmation of delivery of such facsimile, and will be delivered and addressed as follows:

(i)    if to the Company, to:

PCI Media, Inc.

523 Victoria Avenue

Venice, CA 90291

Attention: D. Hunt Ramsbottom Jr.; Thomas Boyle

Email: hramsbottom@psyop.tv; tboyle@psyop.tv

with a copy (which shall not constitute notice):

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: Anthony J. Richmond; David A. Zaheer

Email: tony.richmond@lw.com; david.zaheer@lw.com

 

-9-


(ii)    if to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the Company.

The Company will give written notice to the Holder (i) promptly upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation (provided, for purposes of the immediately preceding provision (C) only, that the date by which the Company shall be required to provide such notice may be tolled at any time, and for so long as, the notice and the contents thereof shall be deemed to constitute material non-public information); provided, further, that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.

9.     AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holders of Warrants to purchase a majority of the Warrant Units.

10.    GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 8(i) above or such other address as the Company subsequently delivers to the Holder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to

 

-10-


collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

11.     DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Units, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business Days of receipt of the Exercise Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Units within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder, not to be unreasonably withheld, or (b) the disputed arithmetic calculation of the Warrant Units to the Company’s independent, outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations. The prevailing party (which, for purposes of this Warrant, is the party whose determinations or calculations is closest to those of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant to this Section 11 shall be entitled to the full amount of all reasonable expenses, including all costs and fees paid or incurred in good faith, in relation to the resolution of such dispute. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

12.     REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

13.     TRANSFER. The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that such Holder will not for a period of one hundred eighty (180) days following the later of the date that the Registration Statement is declared effective by the SEC or the commencement of sales of the Offering (the later of such dates, the “Transferability Date”): (a) sell, transfer, assign, pledge or hypothecate this Warrant to anyone other than: (i) Roth

 

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Capital Partners, LLC (“Roth”) or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Roth or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant or the securities hereunder, in each case except in accordance with FINRA Conduct Rule 5110(g)(1) and except as provided for in FINRA Rule 5110(g)(2). On and after the Transferability Date, transfers to others may be made subject to compliance with applicable securities laws.

14.     SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

15.    DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries, the Company shall promptly after any such receipt or contemporaneously with any such delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company in good faith has determined that a notice contains material, nonpublic information relating to the Company or its subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice (if the Company is the delivering party) or promptly after delivery of such notice (if the Company is the receiving party), and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries.

16.     CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(e) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended.

 

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(f) “Bloomberg” means Bloomberg Financial Markets.

(g) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(h) “Common Stock” means (i) the Company’s Common Stock, par value $0.001 per share, and (ii) any capital stock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.

(i) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(j) “Expiration Date” means the five-year anniversary of the effective date of the Offering.

(k) “Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity (but excluding a merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its shares of Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% or more of the outstanding shares of Common Stock, (y) 50% or more of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at 50% or more of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) 50% or more of the outstanding shares of Common Stock, (y) 50% or more of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of 50% or more of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock, or (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the

 

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aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) 50% or more of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock, (y) 50% or more of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not held by all such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their Common Stock without approval of the stockholders of the Company.

(l) “Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(m) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(n) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(o) “Principal Market” means The Nasdaq Capital Market.

(p) “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Company’s primary trading market or quotation system with respect to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice.

(q) “Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(r) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Units to be duly executed as of the Issuance Date set out above.

 

PCI MEDIA, INC.
By:    
Name:
Title:


EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE UNITS

PCI MEDIA, INC.

The undersigned holder hereby exercises the right to purchase                  Units (“Warrant Units”) of PCI Media, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Units (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

                     a “Cash Exercise” with respect to                      Warrant Units; and/or

                     a “Cashless Exercise” with respect to                      Warrant Units.

2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Units to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $                 to the Company in accordance with the terms of the Warrant.

3. Delivery of Warrant Units. The Company shall deliver to the holder                      Warrant Units in accordance with the terms of the Warrant.

 

Date:                      ,         
 

 

Name of Registered Holder
By:    
  Name:
  Title:


ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs Computershare Trust Company, N.A. to issue the above indicated number of Warrant Units on or prior to the applicable Securities Delivery Date.

 

PCI MEDIA, INC.
By:    
Name:
Title:


EXHIBIT B

ASSIGNMENT FORM

PCI MEDIA, INC.

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

Name:          
      (Please Print)
Address:        
      (Please Print)
Dated:                      ,               
Holder’s Signature:        
Holder’s Address:        

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-4.3 5 d631142dex43.htm EX-4.3 EX-4.3

Exhibit 4.3

SPECIMEN UNIT CERTIFICATE

NUMBER                  UNITS

U-

SEE REVERSE FOR CERTAIN

DEFINITIONS

CUSIP [●]

PCI MEDIA, INC.

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE

OF COMMON STOCK

THIS CERTIFIES THAT                                           is the owner of                  Units.

Each unit (“Unit”) consists of one (1) share of common stock, $0.001 par value per share (“Common Stock”), of PCI Media, Inc., a Delaware corporation (the “Corporation”), and one (1) warrant to purchase one (1) share of Common Stock (“Warrant”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $         per share (subject to adjustment). Each Warrant will become immediately exercisable beginning on                      (the “Separation Date”), and will expire on                     , 2024 or earlier upon redemption.

The shares of Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to the Separation Date. The terms of the Warrants are governed by a Warrant Agreement, dated as of                      , 2019, between the Corporation and Computershare Trust Company, N.A., as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 250 Royall Street, Canton, Massachusetts 02021, and are available to any Warrant holder on written request and without cost.

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation.

Witness the facsimile signature of its duly authorized officers.

 

 

 

     

 

President     Secretary

 

Countersigned and Registered:
By:    
  Computershare Trust Company, N.A.


PCI MEDIA, INC.

The Corporation will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM       as tenants in common   UNIF GIFT MIN ACT                            Custodian                       
            (Cust)    
                                    
            (Minor)    
TEN ENT       as tenants by the entireties          
            Under Uniform Gifts to Minors Act
        

     

            (State)    
JT TEN       as joint tenants with right of survivorship and not as tenants in common          

Additional abbreviations may also be used though not in the above list.

For value received,                      hereby sell, assign and transfer unto                     

 

PLEASE INSERT SOCIAL SECURITY OR

OTHER

IDENTIFYING NUMBER OF ASSIGNEE

 

 

 

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 

 

 

 

 

 

                     Units represented by the within Certificate, and do hereby irrevocably constitute and appoint

                                          Attorney to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises.

Dated                                          

 

   
  (SIGNATURE)
   
Notice:   The signature(s) to this assignment must correspond with the name(s) as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever.

Signature(s) Guaranteed By:

 

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

EX-4.5 6 d631142dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

WARRANT AGREEMENT

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”).

W I T N E S S E T H

WHEREAS, the Company intends to conduct an initial public offering (the “Offering”) of units (the “Units”). Each Unit will consist of (i) one share (each, a “Share” and, collectively, the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), and (ii) one Warrant (each, a “Warrant “ and collectively, the “Warrants”) to purchase one share of Common Stock (each, a “Warrant Share” and, collectively, the “Warrant Shares”) at an exercise price of $         per share (the “Warrant Price”), subject to adjustment as described herein, at any time commencing as of the Separation Date (as defined herein) and ending at 5:00 P.M., New York City time, on             , 2024 (the “Expiration Date”) or upon earlier redemption as provided in this Warrant Agreement. The Warrants will be exercisable upon the terms and conditions and will be subject to adjustment in certain circumstances, all as set forth in this Warrant Agreement. The Warrants will be transferrable together with the Shares only as Units until                  (the “Separation Date”), and thereafter each of the Shares and the Warrants will trade separately;

WHEREAS, in the Offering, the Company intends to issue and sell up to                      Units, including up to underlying Warrants to public investors. In addition, the Company has agreed to issue to the representative of the underwriters participating in the Offering, a warrant to purchase 8.0% of the Units issued in the Offering (the “Representative’s Warrant”), which would result in the issuance of up to an additional                      Warrants;

WHEREAS, in connection with the Offering, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (File No.: 333-229248) (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of the Units, the Warrants, the Shares, the Warrant Shares, the Representative’s Warrant and the securities issuable in respect thereof; and

WHEREAS, the Company desires to appoint the Warrant Agent to act on its behalf in connection with the (i) issuance, transfer and exchange of the Book Entry Warrant Certificates (as defined herein) or Definitive Warrant Certificates (as defined herein), as applicable, representing the Warrants (collectively, the “Warrant Certificates”), (ii) the exercise of the Warrants by the registered holders thereof (together with any permitted registered successors or assigns, the “Registered Holders”), and (iii) the adjustment of the Warrants in certain events as contained herein in accordance with the terms of the Warrants and this Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto hereby agree as follows:

1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent as its agent to issue the Warrant Certificates, as set forth herein, subject to resignation or replacement of the Warrant Agent as provided herein. The Warrant Agent hereby accepts such appointment and, subject to the terms and conditions as set forth herein, agrees to issue, and exchange, the Warrant Certificates pursuant to the terms provided for herein and to notify the Company’s transfer agent to issue the certificates representing the appropriate number of shares of Common Stock (or other consideration) upon exercise of the Warrants. The Company agrees to issue and honor the Warrants on the terms and conditions as herein set forth and to instruct its transfer agent to issue its Common Stock (or other securities) upon notice from the Warrant Agent of the proper exercise of any Warrant. The Warrant Agent is hereby empowered to enforce any rights of the Registered Holders for the benefit of any Registered Holders, subject to the terms and conditions contained herein.

2. ISSUANCE OF WARRANT CERTIFICATES.

2.1. Form of Warrant Certificate. All Warrants shall be issued substantially in the form annexed hereto as Exhibit A. The terms of any such Warrant Certificate are incorporated herein by reference. All of the Warrants shall initially be represented by one or more book-entry certificates (each a “Book Entry Warrant Certificate”).


2.2. Execution of Warrants. The Warrants shall be issued in registered form only. No Warrants shall have been duly and validly issued until a Registered Holder has received a Warrant Certificate executed by the Chief Executive Officer or the President of the Company and the Secretary, the Treasurer or an Assistant Secretary of the Company and such Certificate is countersigned by an authorized officer of the Warrant Agent. Any Warrant Certificate may be executed by the appropriate officers of the Company by means of a facsimile signature. In the event the person whose signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.3. Maximum Number of Warrants. The Company hereby authorizes the Warrant Agent to issue up to an aggregate of                      Warrants pursuant to the Company’s written instruction and the terms hereof, subject to adjustment as hereafter provided in Section 4 hereof.

2.4. Rights of a Registered Holder. Subject to adjustment as provided herein, each Warrant shall evidence the right to purchase one share of the Company’s Common Stock at the Warrant Price. Following the Expiration Date, any Warrant not previously exercised shall be null and void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at 5:00 P.M., New York City time, on the Expiration Date.

2.5. Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depository”) and registered in the name of CEDE & Co., a nominee of the Depository. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”).

If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates representing the Warrants (“Definitive Warrant Certificates”) in physical form evidencing such Warrants. Such Definitive Warrant Certificates shall be in the form annexed hereto as Exhibit A, as applicable, with appropriate insertions, modifications, and omissions, as provided above.

2.6. Beneficial Owner; Registered Holder. The term “beneficial owner” shall mean, on or after the Separation Date (as defined below), any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee, and prior to the Separation Date, the person in whose name the Unit of which such Warrant or part thereof was originally part of, as registered upon the register relating to such Units. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the Registered Holder (the person in whose name such Warrant shall be registered upon the Warrant Register), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.7. Detachability of Warrants. The securities comprising the Units will not be separately transferable until the Separation Date. On or after the Separation Date, the Registered Holder may surrender a Warrant to the Warrant Agent, whereupon the Warrant Agent shall execute and deliver to the Registered Holder a new Definitive Warrant Certificate entitling the Registered Holder to purchase the same number of shares of Common Stock, but without the legend which states:

“UNTIL             , 2019, THIS WARRANT MAY NOT BE TRANSFERRED SEPARATELY, SPLIT UP, COMBINED OR EXCHANGED, BUT MAY ONLY BE TRANSFERRED, SPLIT UP, COMBINED OR EXCHANGED TOGETHER WITH THE SHARES OF COMMON STOCK OF PCI MEDIA, INC. WITH WHICH IT WAS SOLD AS A UNIT.

 

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3. EXERCISE OF WARRANT.

3.1. Exercise Period. The Warrants may be exercised, in whole or in part, at any time commencing on the Separation Date and ending at 5:00 P.M., New York City time, on the Expiration Date or earlier upon redemption (the “Exercise Period”); provided, however, that, except as provided in Section 5.5, Warrants will be exercisable only if (i) a registration statement under the Act with respect to the Common Stock issuable upon exercise of the Warrants is effective and current and (ii) in the opinion of counsel to the Company, such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holders reside. If the Expiration Date is not a Business day (defined below), it shall automatically be extended to 5:00 P.M. on the next day which is a Business Day. “Business Day” means any day other than a Saturday, Sunday, or holiday on which banks in New York City are authorized or required by law or executive order to close.

3.2. Means of Exercise. In order to exercise a Warrant, the Registered Holder must present and surrender the Warrant Certificate to the Warrant Agent at its office, with the subscription form on the back of the Warrant Certificate (the “Subscription Form”) duly executed and, unless the Registered Holder has elected to make a cashless exercise pursuant to Section 5.5, accompanied by payment in full, in the form of cash, by bank wire transfer in immediately available funds, or by certified check or bank draft payable to the Company or its successor, of the aggregate Warrant Price for the number of shares of Common Stock specified in such Subscription Form.

3.3. Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering, not later than 5:00 P.M., New York City time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”), free on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) the Subscription Form properly completed and executed, or in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures; and (iii) unless the Registered Holder has elected to make a cashless exercise pursuant to Section 5.5, the Warrant Price for each full share of Common Stock as to which the Warrants are exercised and any and all applicable taxes due in connection with the exercise of the Warrants, the exchange of the Warrants for the Common Stock, and the issuance of the Common Stock in full, in lawful money of the United States, by cash, by bank wire transfer in immediately available funds, or by certified check or bank draft payable to the Company.

(a) If any of (i) the Definitive Warrant Certificate or the Book-Entry Warrant Certificate, (ii) the Subscription Form, or (iii) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on a specified day or if such day is not a Business Day, the Warrants will be deemed to be received and exercised on, and the applicable Exercise Date shall be the Business Day next succeeding such day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or Participant, as the case may be, as soon as practicable, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at 5:00 P.M., New York City time, on the Expiration Date. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants.

(b) The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each Business Day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

 

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(c) The Warrant Agent shall, by 11:00 A.M., New York City time, on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (i) the shares of Common Stock issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the shares of Common Stock issuable upon such exercise, and the delivery of Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require.

(d) The Company shall, by 5:00 P.M., New York City time, on the first Business Day next succeeding the Exercise Date of any Warrant and, unless the Registered Holder has elected to make a cashless exercise pursuant to Section 5.5, the clearance of the funds in payment of the Warrant Price, execute, issue, and deliver to the Warrant Agent, the shares of Common Stock to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such shares of Common Stock, the Warrant Agent shall, by 5:00 P.M., New York City time, on the second Business Day next succeeding such Exercise Date, transmit such shares of Common Stock to or upon the order of the Registered Holder or Participant, as the case may be.

(e) In lieu of delivering physical certificates representing the shares of Common Stock issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable upon exercise to the Registered Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

(f) The accrual of dividends, if any, on the shares of Common Stock issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the shares of Common Stock. Starting with the Exercise Date, the former Registered Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of shares of Common Stock and such former Registered Holder’s right to receive payments of dividends and any other amounts payable in respect of the shares of Common Stock shall be governed by, and shall be subject to, the terms and provisions generally applicable to such shares of Common Stock.

(g) Warrants may be exercised only in whole numbers of shares of Common Stock. No fractional shares of Common Stock are to be issued upon the exercise of the Warrant, but rather the number of shares of Common Stock to be issued shall be rounded down to the nearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent, and delivered to the holder of such Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise.

(h) The Company will pay all documentary stamp or other taxes or governmental charge attributable to the initial issuance of shares of Common Stock upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the shares of Common Stock in a name other than that of the Registered Holder of a Warrant Certificate surrendered upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any shares of Common Stock until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.

3.4. Issuance of Warrant Certificates. Except as provided in Section 5.5 of this Warrant Agreement, and notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (i) a registration statement under the Act with respect to the Common Stock issuable upon

 

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exercise of the Warrants is effective and current and (ii) in the opinion of counsel to the Company, such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful.

3.5. Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly issued, fully paid, and non-assessable.

3.6. Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and, unless the Registered Holder has elected to make a cashless exercise pursuant to Section 5.5, payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

3.7. No Net Settlement. Except as provided in Section 5.5, under no circumstances will the Company be required to settle the exercise of the Warrants through a cashless exercise or other net settlement procedure.

4. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES PURCHASABLE AND OTHER ITEMS IN CERTAIN EVENTS. The Warrant Price and the number of shares of Common Stock purchasable upon exercise of any Warrant and the other terms and conditions of the Warrant shall be subject to adjustment and modification as follows in the circumstances provided:

4.1. The Warrant Price and the resulting number of shares of Common Stock issuable under each Warrant shall be subject to adjustment as follows:

(a) If the Company, after the date of this Warrant Agreement but before its exercise:

 

  (i)

pays a dividend or any other distribution payable in shares of its Common Stock;

 

  (ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

 

  (iii)

combines its outstanding shares of Common Stock into a smaller number of shares; or

 

  (iv)

issues by reclassification of its shares of Common Stock any shares of capital stock of the Company (other than a change in par value);

the Warrant Price in effect and the number of shares purchasable upon the exercise of such Warrant immediately prior to such action shall be adjusted so that the Registered Holder of each Warrant may receive the number of shares of Common Stock of the Company to which it would have been entitled upon such action if such Registered Holder had so exercised the Warrant immediately prior thereto. An adjustment made pursuant to this Section 4 shall become effective immediately after the record date for the determination of owners of Common Stock entitled thereto in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification, or issuance of rights, options or warrants retroactive to the record date, if any, for such event.

(b) No payment or adjustment shall be made by or on behalf of the Company on account of any cash dividends on the Common Stock issued upon any exercise of a Warrant which was declared for payment to the holders of Common Stock of record as of a date prior to the date on which such Warrant is exercised.

(c) Upon each adjustment of the Warrant Price made pursuant to this Section 4, each Warrant shall thereafter (until another such adjustment) evidence the right to purchase that number of shares of Common Stock (calculated to the nearest hundredth) obtained by dividing the initial Warrant Price by the Warrant Price in effect after such adjustment.

(d) The Company’s failure to give the notice required by this Section 4 or any defect therein shall not affect the validity of such action listed under this Section 4.1.

 

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(e) For the purpose of this Section 4.1, the term “shares of Common Stock” shall mean (i) the class of Common Stock designated as the Common Stock at the date of this Warrant Agreement, or (ii) any other class of Common Stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, from no par value to par value or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 4, the Registered Holder shall become entitled to purchase any shares of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 4.1.

4.2. Liquidation, Dissolution or Winding Up. Notwithstanding any other provisions hereof, in the event of the liquidation, dissolution, or winding up of the affairs of the Company (other than in connection with a merger or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business), the right to exercise each Warrant shall terminate and expire at 5:00 P.M., New York City time, on the last full business day before the earliest date fixed for the payment of any distributable amount on the Common Stock. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to the applicable record date for such payment stating the date on which such liquidation, dissolution or winding up is expected to become effective, and the date on which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property or assets (including cash) deliverable upon such liquidation, dissolution or winding up, and that each Registered Holder may exercise outstanding Warrants during such 20-day period and, thereby, receive consideration in the liquidation on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. The Company’s failure to give notice required by this Section 4.2 or any defect therein shall not affect the validity of such liquidation, dissolution or winding up.

4.3. Merger, Consolidation, etc.

(a) In case of any merger of the Company into any other entity or sale or conveyance of all or substantially all of its assets outside of the ordinary course of business, or similar reorganization, including, but not limited to, in connection with the formation of a holding company (such merger, sale, conveyance, or reorganization a “Change”), then, as a condition of such Change, lawful and adequate provisions shall be made whereby the Registered Holders shall thereafter have the right to receive upon payment of the Warrant Price in effect immediately prior to such Change, upon the basis and upon the terms and conditions specified in this Warrant Agreement (including, but not limited to, all provisions contained in this Section 4), and in lieu of the shares of the Company’s Common Stock purchasable upon the exercise of the Warrants, such shares of Common Stock, securities, cash or assets which such Registered Holder would have been entitled to receive after the happening of such Change had such Warrant been exercised immediately prior to such Change. The provisions of this Section 4.3 shall similarly apply to successive Changes. The Company shall cause a notice to be mailed to each Registered Holder at least twenty (20) days prior to the applicable record date for the Change covered by this Section 4.3(a) and shall provide notice of the Change and shall set forth the first and last date on which the Registered Holder may exercise outstanding Warrants. The Company’s failure to give the notice required by this Section 4.3(a) or any defect therein shall not affect the validity of the Change covered by this Section 4.3(a).

(b) Notwithstanding the foregoing, if as a result of such Change, holders of the Company’s Common Stock shall receive consideration other than solely in shares of Common Stock or other securities in exchange for their Common Stock, the Company may, at its option, fulfill its obligation hereunder by causing the notice required by Section 4.3(a) hereof to include notice to Registered Holders of the opportunity to exercise their Warrants before the applicable record date for the Change, and thereby receive consideration in the Change, on the same basis as other previously outstanding shares of the same class as the shares acquired upon exercise. If the notice specified in the preceding sentence is provided to Registered Holders, Warrants not exercised in accordance with this Section 4.3(b) before consummation of the Change shall be cancelled and become null and void on the effective date of the Change. The notice provided by the Warrant Agent pursuant to this Section 4.3(b) shall include a description of the terms of this Warrant Agreement providing for cancellation of the Warrants in the event that Warrants are not exercised by the prescribed date. The Company’s failure to give any notice required by this Section 4.3(b) or any defect therein shall not affect the validity of any such Change.

4.4. [Intentionally Omitted].

 

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4.5. Good Faith Determination. Any determination as to whether an adjustment or limitation of exercise is required pursuant to this Section 4 (and the amount of any adjustment) shall be binding upon the Registered Holders and the Company if made in good faith by the Board of Directors.

4.6. Notice of Adjustment. Upon every adjustment of the Warrant Price or the number of shares issuable on exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, or 4.3, then, in any such event, the Company shall give written notice to the Registered Holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event

4.7. No Change of Warrant Certificate Necessary. Irrespective of any adjustment in the Warrant Price or in the number or kind of shares issuable upon exercise of the Warrants, the Warrant Certificates may continue to express the same price and number and kind of shares as are stated in the Warrant Certificates as initially issued. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8. No Fractional Shares upon Adjustment. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up or down to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant holder.

4.9. Notice of Certain Transactions. In the event that the Company shall propose to (a) offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a result of such action. Such notice shall be given (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any action covered by clause (c) above, on the date the holders of Common Stock are originally notified of the applicable offer. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

5. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees for the benefit of the Registered Holders:

5.1. Due Authorization and Valid Issuance. That all shares of Common Stock which may be issued upon the exercise of the rights represented by the Warrant Certificates will, upon issue and payment of the aggregate Warrant Price therefore, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances, with no personal liability attaching to the ownership thereof.

5.2. Sufficient Number of Shares. That during the period within which the rights represented by the Warrant Certificates may be exercised, the Company will at all times have authorized and reserved for the purpose of issue upon exercise of the rights evidenced by the Warrant Certificates, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by the Warrant Certificates.

 

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5.3. Assurance of No Securities Law Violation. That the Company will take all such action as may be necessary to ensure that the shares of Common Stock issuable upon the exercise of the Warrants may be so issued without violation of any applicable federal or state securities law or regulation, or of any requirements of any securities exchange upon which any Common Stock of the Company may be listed, if any.

5.4. [Intentionally Omitted]

5.5. Optional Cashless Exercise.

(a) If at any time during the Exercise Period there is no effective registration statement registering, or no current prospectus available for, the issuance of the Warrant Shares to the Registered Holder, then the Warrants may only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Registered Holder shall be entitled to receive a number of Warrant Shares determined according to the following formula (a “Cashless Exercise”):

 

Net Number   =   (A × B) - (A × C)
                 B

(b) For purposes of the foregoing formula:

A= the total number of Warrant Shares with respect to which the Warrants are then being exercised.

B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Subscription Form if such Subscription Form is (1) both executed and delivered pursuant to Section 3.2 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 3.2 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Registered Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Registered Holder’s execution of the applicable Subscription Form if such Subscription Form is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 3.2 hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Subscription Form is a Trading Day and such Subscription Form is both executed and delivered pursuant to Section 3.2 hereof after the close of “regular trading hours” on such Trading Day.

C= the Warrant Price then in effect for the applicable Warrant Shares at the time of such exercise.

(c) For purposes of this Section 5.5, the following terms have the definitions specified below:

Bid Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange or trading market for such security, the bid price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall be the fair market value as mutually determined by the Company and the Registered Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

Bloomberg” means Bloomberg Financial Markets.

Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if

 

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the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Registered Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.

Principal Market” means The Nasdaq Capital Market.

Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded.

Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume weighted average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price and the lowest closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Registered Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.

(d) The Company agrees to make all calculations related to a Cashless Exercise and will provide the Warrant Agent with issuance instructions.

(e) If Warrant Shares are issued in such a Cashless Exercise, each of the Company and, by its acceptance of a Warrant, each Registered Holder, acknowledges and agrees that in accordance with Section 3(a)(9) of the Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. Each of the Company and, by its acceptance of a Warrant, each Registered Holder, agrees not to take any position contrary to this Section 5.5, except as required by a change in applicable law, rule or regulation.

6. EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT CERTIFICATE.

6.1. Exchange. The Warrants shall be exchangeable at the option of the Registered Holder, upon presentation and surrender of the Warrant Certificate at the office of the Warrant Agent for other Warrant Certificates of different denominations. Any Warrant Certificate may be divided or combined with other Warrant Certificates into a Warrant Certificate evidencing the same aggregate number of Warrants.

6.2. Transfer or Assignment. Prior to the Separation Date, the Warrants may be transferred or exchanged only as part of the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a

 

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transfer or exchange of such Unit. For the avoidance of doubt, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxes.

6.3. Lost or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate and (i) in the case of such loss, theft or destruction, of reasonably satisfactory indemnification and bonding, or (ii) if mutilated, upon surrender and cancellation of such Warrant Certificate, the Warrant Agent shall execute and deliver a new Warrant Certificate of like tenor. Any such new Warrant Certificate executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not the Warrant Certificate so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

6.4. Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Warrant Certificate for a fraction of a Warrant.

7. REDEMPTION.

7.1. Redemption. All, but not less than all, of the outstanding Warrants may be redeemed, at the option of the Company, at any time after they become exercisable and prior to the Expiration Date, at the office of the Warrant Agent, upon the notice referred to in Section 7.2, at the price of $0.01 per Warrant (the “Redemption Price”), provided, however, that the closing sales price of the Common Stock has been equal to or greater than the $         per share (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date of this Warrant Agreement) for the 20-trading-day period ending on the third business day prior to the notice of redemption to the Registered Holders.

7.2. Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants permitted to be redeemed pursuant to Section 7.1 (the “Redeemable Warrants”), the Company shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the date fixed for redemption to the Registered Holders of the Redeemable Warrants at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Registered Holder received such notice.

7.3. Exercise After Notice of Redemption. The Redeemable Warrants may be exercised for cash in accordance with Section 3 of this Warrant Agreement or, if applicable, pursuant to a Cashless Exercise in accordance with Section 5.5, at any time after notice of redemption shall have been given by the Company pursuant to Section 7.2 hereof and prior to the time and date fixed for redemption. On and after the redemption date, the record holder of the Redeemable Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Redeemable Warrants.

 

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7.4. Outstanding Warrants Only. The Company understands that the redemption rights provided for by this Section 7 apply only to outstanding Redeemable Warrants. To the extent a person holds rights to purchase Redeemable Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Redeemable Warrants issued upon such exercise provided that the criteria for redemption is met, including the opportunity of the Redeemable Warrant holders to exercise prior to redemption pursuant to Section 7.3.

8. [INTENTIONALLY OMITTED].

9. NO RIGHTS AS STOCKHOLDERS. Nothing contained in this Warrant Agreement or in the Warrant Certificates shall be construed as conferring upon the Registered Holders or any permitted transferees the right to vote or to receive dividends or to receive notice as holders of Common Stock in respect of any meeting of holders of Common Stock for the election of directors of the Company or any other matter, or any rights whatsoever as holders of Common Stock of the Company.

10. AGREEMENT OF REGISTERED HOLDERS. Every Registered Holder of a Warrant, by such Registered Holder’s acceptance thereof, consents and agrees with the Company, the Warrant Agent and every other Registered Holder of a Warrant that the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the Registered Holder and as the absolute, true and lawful owner of the Warrants represented thereby for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice or knowledge to the contrary.

11. DUTIES OF WARRANT AGENT. The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any other act hereunder be deemed to make any representations as to the validity, value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any Common Stock issued upon exercise of any Warrant is fully paid and non-assessable.

The Warrant Agent shall not at any time be under any duty or responsibility to any Registered Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the method employed in making the same. It shall not (i) be liable for any recital or statement of facts contained herein or for any action taken, suffered or omitted by it in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with this Warrant Agreement except for its own negligence or willful misconduct.

The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel.

Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chief Executive Officer, the President or the Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and delivered to the Warrant Agent pursuant to Section 13.5 hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine.

The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable out-of-pocket expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent’s negligence or willful misconduct.

 

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The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own negligence or willful misconduct), after giving sixty (60) days prior written notice to the Company. At least thirty (30) days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Common Stock. If the Company shall fail to make such appointment within a period of fifteen (15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant agent.

The Company may, upon notice to the Registered Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Common Stock and the Warrant Agent ceases to be the transfer agent for the Company’s Common Stock for any reason.

After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the Company.

Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such notice to be mailed to each Registered Holder.

Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any further act. Any such successor Warrant agent shall promptly cause notice of its succession as Warrant agent to be mailed to the Company and to each Registered Holder.

Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company.

12. MODIFICATION OF AGREEMENT. The Warrant Agent and the Company may by supplemental agreement make any changes or corrections in this Warrant Agreement: (i) that they shall deem appropriate to cure any ambiguity or to correct any defective or inconsistent provision or manifest mistake or error herein contained; or (ii) that they may deem necessary or desirable and which shall not adversely affect the purchase or other material rights of the Registered Holders of Warrant Certificates. This Warrant Agreement shall not otherwise be modified, supplemented or amended in any respect except with the consent in writing of the Registered Holders of Warrant Certificates representing not less than 50% of the Warrants then outstanding, but no such amendment, modification or supplement which changes the number or nature of the securities purchasable upon the exercise of any Warrant, the Warrant Price or accelerates the Expiration Date, shall be made without the consent in writing of each and every Registered Holder (but no consent shall be required for such changes as are specifically contemplated by this Warrant Agreement as originally executed).

13. MISCELLANEOUS.

13.1. Entire Agreement. This Warrant Agreement and the form of Warrant Certificate annexed hereto as Exhibit A contains the entire Warrant Agreement between the parties hereto with respect to the transactions contemplated by this Warrant Agreement and supersedes all prior negotiations, arrangements or understandings with respect thereto.

13.2. Counterparts. This Warrant Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

13.3. Governing Law. This Warrant Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof.

 

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13.4. Descriptive Headings. The descriptive headings of this Warrant Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Warrant Agreement.

13.5. Notices. Any notice or other communications required hereunder to be given to a Registered Holder shall be in writing and shall be sufficiently given, if mailed (first class, postage prepaid), or personally delivered, addressed in the name and at the address of such Registered Holder appearing from time to time on the records of the Warrant Agent. Notices or other communications to the Company shall be deemed to have been sufficiently given if delivered by hand or certified mailed to the Company as follows, or at such other address as the Company shall have designated by written notice to the Warrant Agent:

PCI Media, Inc.

523 Victoria Avenue

Venice, California 90291

Attn: Chief Executive Officer

with a copy to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Attn: Anthony J. Richmond, Esq.

David A. Zaheer, Esq.

Notices or other communications to the Warrant Agent shall be deemed to have been sufficiently given if delivered by hand or mailed (first class, postage prepaid) to its then principal office. Notice by mail shall be deemed given when deposited in the mail, postage prepaid.

13.6. Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

13.7. Persons Having Rights Under this Warrant Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or entity other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 5.5, 7.1 and 7.4 hereof, the representative of the underwriters, any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The representative of the underwriters (on behalf of the underwriters) shall be deemed to be a third party beneficiary of this Agreement with respect to Sections 5.5, 7.1 and 7.4 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and the representative of the underwriters with respect Sections 5.5, 7.1 and 7.4 hereof) and their successors and assigns and of the Registered Holders of the Warrants.

[Signature page immediately follows]

 

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IN WITNESS WHEREOF, the Company and the Warrant Agent have executed this Warrant Agreement by their duly authorized officers as of the date first set forth above.

 

PCI MEDIA, INC.
By:  

                                          

Name:  

                                          

Its:  

                                          

COMPUTERSHARE TRUST COMPANY, N.A.
By:  

                                          

Name:  

                                          

Its:  

                                          

 

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FORM OF WARRANT

THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON THE EXERCISE OF THE WARRANT) ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT AGREEMENT DATED AS OF             , 2019, BY AND BETWEEN THE COMPANY AND THE WARRANT AGENT (THE “WARRANT AGREEMENT”). COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

UNTIL             , 2019, THIS WARRANT MAY NOT BE TRANSFERRED SEPARATELY, SPLIT UP, COMBINED OR EXCHANGED, BUT MAY BE TRANSFERRED, SPLIT UP, COMBINED OR EXCHANGED ONLY TOGETHER WITH THE SHARES OF COMMON STOCK OF PCI MEDIA, INC. WITH WHICH IT WAS SOLD AS A UNIT.

SPECIMEN WARRANT CERTIFICATE

 

Certificate Number          

 

Warrants

THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, ON THE EXPIRATION DATE

PCI MEDIA, INC.

CUSIP [●]

WARRANT

This certifies that FOR VALUE RECEIVED                      or his, her or its registered assigns (the “Holder”) is the registered owner of                  warrants (“Warrants”) of PCI Media, Inc., a Delaware corporation (the “Company”). The Warrants are subject to the terms and conditions set forth in this certificate and the Warrant Agreement, and all capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrant Agreement. Each Warrant entitles the Holder to purchase one share of common stock, par value $0.001, of the Company (“Common Stock”), at any time after the Separation Date upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse side hereof duly executed, at the corporate office of the Warrant Agent, accompanied by payment of the Warrant Price in the form permitted under the Warrant Agreement.

This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant Agreement, a copy of which may be obtained from the Company at 523 Victoria Avenue, Venice, California 90291 or the Warrant Agent at 250 Royall Street, Canton, Massachusetts 02021, by a written request from the Holder hereof or which may be inspected by any Holder or his agent at the principal office of the Company or the Warrant Agent.

No fractional shares of Common Stock will be issued upon exercise of the Warrant. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrants.

Prior to due presentment for registration of transfer hereof, the Company and the Warrant Agent shall treat the Holder as the absolute owner hereof and of each Warrant represented hereby for all purposes and shall not be affected by any notice to the contrary.

This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of Delaware.


This Warrant Certificate is not valid unless countersigned by the Warrant Agent.

This Warrant does not entitle the Holder to any of the rights of a stockholder of the Company.

Subject to Section 7 of the Warrant Agreement, the Company may redeem all, but not less than all, of the Warrants, at the option of the Company, at any time after the Warrants become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 7.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the “Redemption Price”), provided, however, that the last sales price of the Common Stock has been equal to or greater than the $         per share (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date of the Warrant Agreement) for the 20-trading-day period ending on the third business day prior to the notice of redemption to the Registered Holders.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, manually or in facsimile by two of its officers thereunto duly authorized and a facsimile of its corporate seal to be imprinted thereon.

 

(SEAL)     PCI MEDIA, INC.
Dated:     By:  

 

      Chairman, CEO or President
Dated:     By:  

 

      Secretary, Treasurer or Assistant Secretary

 

COMPUTERSHARE TRUST COMPANY, N.A.
As Warrant Agent
By:  

 

  Authorized Officer

 

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SUBSCRIPTION FORM

To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder hereby exercises the right to purchase                  shares of Common Stock (“Warrant Shares”) of PCI Media, Inc., a company organized under the laws of Delaware (the “Company”), evidenced by the attached Warrant (the “Warrant”).

1. Form of Exercise Price. The Holder intends that payment of the Warrant Price shall be made as:

                     a “Cash Exercise” with respect to                  Warrant Shares;

and/or

                     a “Cashless Exercise” pursuant to Section 5.5 of the Warrant Agreement with respect to                  Warrant Shares.

2. Payment of Exercise Price. In the event that the Registered Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Registered Holder shall pay the aggregate Warrant Price of $         in accordance with the terms of the Warrant Agreement.

 

Name                                                                                                           

(please typewrite or print in block letters)

Address                                                                                                       

Address                                                                                                       

Tax Identification Number                                                                          

and be delivered to

 

Name                                                                                                            
  (please typewrite or print in block letters)
Address                                                                                                         
Address                                                                                                         

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:

 

Dated:       Signature                                                                    
      Address                                                                      
      Address                                                                      
      Tax Identification Number                                       

 

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EX-5.1 7 d631142dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

 

 

LOGO

 

[●], 2019

  LOGO

PCI Media, Inc.

523 Victoria Avenue

Venice, California 90291

 

Re:

Form S-1 Registration Statement File No. 333-229248

    

Initial Public Offering of up to [●] Units of PCI Media, Inc.

Ladies and Gentlemen:

We have acted as special counsel to PCI Media, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of (i) up to [●] units (the “Units”), with each Unit consisting of one share of common stock, par value $0.001 per share (each, a “Share”), and a warrant to purchase one Share (each, a “Warrant”) and (ii) a warrant to purchase up to [●] Units (the “Representative Warrant”) to be issued to Roth Capital Partners, LLC (“Roth”), in each case, pursuant to an underwriting agreement to be entered into by and between the Company and Roth, as representative of the several underwriters. The Units and Representative Warrant are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 14, 2019 (Registration No. 333-229248) (as amended, the “Registration Statement”). The terms “Units”, “Shares,” “Warrants” and “Representative Warrant” shall include any additional such securities registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issuance of the Units, the Shares, the Warrants and the Representative Warrant.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York and the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.


[], 2019

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Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. When the Units shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement (the “Underwriting Agreement”), the issue and sale of the Units will have been duly authorized by all necessary corporate action of the Company, and the Units will be validly issued, fully paid and nonassessable.

2.    When the Units shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

3.    When the Units shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Warrants will have been duly authorized by all necessary corporate action of the Company, and the Warrants will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

4.    When the Units shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the Underwriting Agreement, assuming issuance of the Shares initially issuable upon exercise of the Warrants (the “Warrant Shares”) on the date hereof in accordance with the terms of the Underwriting Agreement and the Warrants, the Warrant Shares would be duly authorized by all necessary corporate action of the Company, and the Warrant Shares would be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

5.    When the Representative Warrant has been issued by the Company to Roth in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Representative Warrant will have been duly authorized by all necessary corporate action of the Company, and the Representative Warrant will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

6. When the Representative Warrant has been issued by the Company to Roth in the circumstances contemplated by the Underwriting Agreement, assuming issuance of the Units initially issuable upon exercise of the Representative Warrant (the “Representative Units”) on the


[], 2019

Page 3

 

LOGO

 

date hereof in accordance with the terms of the Underwriting Agreement and the Representative Warrant, the Representative Units would be duly authorized by all necessary corporate action of the Company, and the Representative Units would be validly issued, fully paid and nonassessable.

7.    When the Representative Warrant has been issued by the Company to Roth in the circumstances contemplated by the Underwriting Agreement, assuming issuance of the Representative Units on the date hereof in accordance with the terms of the Underwriting Agreement and the Representative Warrant, the issue and sale of the Shares included in Representative Units would be duly authorized by all necessary corporate action of the Company, and such Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

8.    When the Representative Warrant has been issued by the Company to Roth in the circumstances contemplated by the Underwriting Agreement, assuming issuance of the Representative Units on the date hereof in accordance with the terms of the Underwriting Agreement and the Representative Warrant, the issue and sale of the Warrants included in Representative Units would be duly authorized by all necessary corporate action of the Company, and such Warrants will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

9.    When the Representative Warrant has been issued by the Company to Roth in the circumstances contemplated by the Underwriting Agreement, assuming issuance of the Representative Units on the date hereof in accordance with the terms of the Underwriting Agreement and the Representative Warrant, and assuming the issuance of the Warrant Shares initially issuable upon exercise of the Warrants included in the Representative Units on the date hereof in accordance with the Underwriting Agreement and such Warrants, the issue and sale of such Warrant Shares would be duly authorized by all necessary corporate action of the Company, and such Warrant Shares would be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

Our opinions set forth in numbered paragraphs 3, 5 and 8 are subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) we express no opinion as to (a) any provision for liquidated damages, monetary penalties or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (f) waivers of broadly or vaguely stated rights, (g) provisions for exclusivity, election or cumulation of rights or remedies, (h) provisions


[], 2019

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authorizing or validating conclusive or discretionary determinations, (i) proxies, powers and trusts, (j) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, and (k) the severability, if invalid, of provisions to the foregoing effect.

With your consent, we have assumed (a) that the Warrants, the Representative Warrant and the Warrants underlying the Representative Units have been or will be duly authorized, executed and delivered by the parties thereto other than the Company, (b) that such securities constitute or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (c) that the status of such securities as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the Units, the Shares, the Warrants and the Representative Warrant. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

EX-10.1 8 d631142dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

 

PCI MEDIA, INC.

2019 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

3.1    Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

3.2    Appointment of Committees. To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all of its powers under the Plan to one or more Committees or committees of officers of the Company or any of its Subsidiaries. The Board or the Administrator, as applicable, may rescind any such delegation, abolish any such committee or Committee and/or re-vest in itself any previously delegated authority at any time.

ARTICLE IV.

STOCK AVAILABLE FOR AWARDS

4.1    Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be equal to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

4.2    Share Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as


applicable, become or again be available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation with respect to an Award (including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 4.1 and shall not be available for future grants of Awards: (a) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and (b) Shares purchased on the open market with the cash proceeds from the exercise of Options.

4.3    Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than [●] Shares may be issued pursuant to the exercise of Incentive Stock Options.

4.4    Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees, Consultants or Directors prior to such acquisition or combination.

4.5    Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $500,000.

ARTICLE V.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

5.1    General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise

 

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the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.

5.2    Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. Subject to Section 5.6, the exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or a Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code.

5.3    Duration. Subject to Section 5.6, each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Stock Appreciation Right (other than an Incentive Stock Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option or Stock Appreciation Right shall be extended until the date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the ten year term of the applicable Option or Stock Appreciation Right. Notwithstanding the foregoing, to the extent permitted under Applicable Laws, if the Participant, prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines.

5.4    Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.

5.5    Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:

(a)    cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;

 

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(b)    if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;

(c)    to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;

(d)    to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;

(e)    to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or

(f)    to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.

5.6    Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.

ARTICLE VI.

RESTRICTED STOCK; RESTRICTED STOCK UNITS

6.1    General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement.

 

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6.2    Restricted Stock.

(a)    Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid.

(b)    Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.

6.3    Restricted Stock Units.

(a)    Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A.

(b)    Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.

(c)    Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock Units or Other Stock or Cash Based Award may provide a Participant with the right to receive Dividend Equivalents, and no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.

ARTICLE VII.

OTHER STOCK OR CASH BASED AWARDS

7.1    Other Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines.

ARTICLE VIII.

ADJUSTMENTS FOR CHANGES IN COMMON STOCK

AND CERTAIN OTHER EVENTS

8.1    Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if

 

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applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

8.2    Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

(a)    To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;

(b)    To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(c)    To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;

(d)    To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price or applicable performance goals), and the criteria included in, outstanding Awards;

(e)    To replace such Award with other rights or property selected by the Administrator; and/or

(f)    To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

 

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8.3    Effect of Non-Assumption in a Change in Control. Notwithstanding the provisions of Section 8.2, if a Change in Control occurs and a Participant’s Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a) the Company, or (b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the Participant has not had a Termination of Service, then, immediately prior to the Change in Control, such Awards shall become fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse, in which case, such Awards shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in Control consideration payable to other holders of Common Stock (i) which may be on such terms and conditions as apply generally to holders of Common Stock under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (ii) determined by reference to the number of shares subject to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section 409A without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); and provided, further, that if the amount to which a Participant would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. The Administrator shall determine whether an Assumption of an Award has occurred in connection with a Change in Control.

8.4    Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to 60 days before or after such transaction.

8.5    General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.

ARTICLE IX.

GENERAL PROVISIONS APPLICABLE TO AWARDS

9.1    Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except for certain beneficiary designations, by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable

 

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only by the Participant. Any permitted transfer of an Award hereunder shall be without consideration, except as required by Applicable Law. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.

9.2    Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. The Award Agreement will contain the terms and conditions applicable to an Award. Each Award may contain terms and conditions in addition to those set forth in the Plan.

9.3    Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

9.4    Termination of Status. The Administrator will determine how the authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.

9.5    Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by Applicable Law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. In the absence of a contrary determination by the Company (or, with respect to withholding pursuant to clause (ii) below with respect to Awards held by individuals subject to Section 16 of the Exchange Act, a contrary determination by the Administrator), all tax withholding obligations will be calculated based on the maximum applicable statutory withholding rates. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares delivered by attestation and Shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of delivery, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. Notwithstanding any other provision of the Plan, the number of Shares which may be so delivered or retained pursuant to clause (ii) of the immediately preceding sentence shall be limited to the number of Shares which have a Fair Market Value on the date of delivery or retention no greater than the aggregate amount of such liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America); provided, however, to the extent such Shares were acquired by Participant from the Company as compensation, the Shares must have been held for the minimum period required by applicable accounting rules to avoid a charge to the Company’s earnings for financial reporting purposes; provided, further, that, any such Shares delivered or retained shall be rounded up to the nearest whole Share

 

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to the extent rounding up to the nearest whole Share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America. If any tax withholding obligation will be satisfied under clause (ii) above by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

9.6    Amendment of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator may, without the approval of the stockholders of the Company, reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights.

9.7    Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

9.8    Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

9.9    Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.

9.10    Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company

 

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and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.

ARTICLE X.

MISCELLANEOUS

10.1    No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement or in the Plan.

10.2    No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.

10.3    Effective Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective on the day prior to the Public Trading Date and will remain in effect until the tenth anniversary of such date. Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan after 10 years from the earlier of (i) the date the Board adopted the Plan or (ii) the date the Company’s stockholders approved the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s stockholders, the Plan will not become effective and no Awards will be granted under the Plan.

10.4    Amendment of Plan. The Board may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws, or any amendment to increase the Director Limit.

10.5    Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

10.6     Section 409A.

(a)    General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and

 

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procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

(b)    Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”

(c)    Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

10.7    Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.

10.8    Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to 180 days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.

10.9    Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as

 

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described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without cost, by contacting the local human resources representative. If the Participant refuses or withdraws the consents in this Section 10.9, the Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

10.10    Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

10.11    Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.

10.12    Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

10.13    Claw-back Provisions. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Common Stock underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as and to the extent set forth in such claw-back policy or the Award Agreement.

10.14    Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

 

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10.15    Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

10.16    Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.

ARTICLE XI.

DEFINITIONS

As used in the Plan, the following words and phrases will have the following meanings:

11.1    “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

11.2    “Applicable Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted.

11.3    “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Dividend Equivalents, or Other Stock or Cash Based Awards.

11.4    “Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

11.5    “Board” means the Board of Directors of the Company.

11.6    “Change in Control” means and includes each of the following:

(a)    A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b)    During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in

 

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subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)    which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

11.7    “Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

11.8    “Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

 

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11.9    “Common Stock” means the common stock of the Company.

11.10    “Company” means PCI Media, Inc., a Delaware corporation, or any successor.

11.11    “Consultant” means any person, including any adviser, engaged by the Company or any of its Subsidiaries to render services to such entity.

11.12    “Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.

11.13    “Director” means a Board member.

11.14    “Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

11.15    “Employee” means any employee of the Company or its Subsidiaries.

11.16    “Equity Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, or other large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

11.17    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

11.18    “Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows: (a) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (c) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion.

Notwithstanding the foregoing, with respect to any Award granted on the pricing date of the Company’s initial public offering, the Fair Market Value shall mean the initial public offering price of a Share as set forth in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange Commission.

11.19    “Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.

11.20    “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

 

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11.21    “Non-Qualified Stock Option” means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option.

11.22    “Option” means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified Stock Option.

11.23    “Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.

11.24    “Overall Share Limit” means the sum of (a) [●] Shares and (b) an annual increase on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year, assuming the conversion of any shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants and other equity securities with respect to which shares have not actually been issued and (ii) such smaller number of Shares as is determined by the Board.

11.25    “Participant” means a Service Provider who has been granted an Award.

11.26    “Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies.

11.27    “Plan” means this 2019 Incentive Award Plan.

11.28    “Public Trading Date” means the first date upon which the Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system, or, if earlier, the date on which the Company becomes a “publicly held corporation” for purposes of Treasury Regulation Section 1.162-27(c)(1).

 

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11.29    “Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.

11.30    “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.

11.31    “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

11.32    “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.

11.33    “Securities Act” means the Securities Act of 1933, as amended.

11.34    “Service Provider” means an Employee, Consultant or Director.

11.35    “Shares” means shares of Common Stock.

11.36    “Stock Appreciation Right” means a stock appreciation right granted under Article V.

11.37    “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

11.38    “Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

11.39    “Termination of Service” means the date the Participant ceases to be a Service Provider.

* * * * *

 

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EX-10.2 9 d631142dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

 

 

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 [            ], 2019

 

 


CONTRIBUTION AGREEMENT

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.

RECITALS

A.    Each Contributor owns the outstanding units representing membership interests in Psyop Media Company, LLC (“PMC”), a Delaware limited liability company (the “Units”), set forth on Schedule A under the heading “Units of Psyop Media Company, LLC Contributed”. Other than the Units owned by Psyop, Inc. (“Psyop, Inc.”) and All Asia Digital Entertainment Inc. (“AADE”), the Contributors own (beneficially and of record) all of the outstanding Units.

B.    Upon the terms and subject to the conditions of this Agreement, effective as of the Effective Time (as defined below), each Contributor desires to contribute, sell, transfer, assign and deliver to the Company, and the Company desires to accept and assume, all of such Contributor’s right, title and interest in and to such Contributor’s respective Units.

C.    Upon the terms and subject to the conditions of this Agreement, in exchange for the contribution of Units of each Contributor as provided herein, effective as of the Effective Time, the Company desires to issue to such Contributor, and such Contributor desires to accept and assume, the number of shares of common stock of the Company, par value $0.001 per share (the “PCI Media Common Stock”), set forth opposite such Contributor’s name on Schedule A under the heading “Common Stock Received”.

D.    Also, concurrently with the execution and delivery of this Agreement, the Company is entering into the AADE Merger Agreement, which provides for the merger of AADE with and into the Company as provided therein, and the Psyop Merger Agreement, which provides for the merger of Psyop, Inc. with and into the Company as provided therein. Pursuant to the agreements referenced in this Recital, the Company will acquire all of the limited liability company units of PMC, other than those held by the Contributors. The transactions contemplated by such agreements are referred to herein as the “Concurrent Pre-IPO Transactions”.

E.    Concurrently with the execution and delivery of this Agreement, the Company, the Contributors and the other parties thereto are entering into a Stockholders’ Agreement, dated as of the date hereof (the “Stockholders’ Agreement”), which shall become effective at the Effective Time.

F.    The Company and the Contributors are entering into this Agreement in connection with the transactions contemplated by that certain Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters described therein.

 

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In consideration of the mutual covenants contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

ARTICLE I

AGREEMENT

1.1    Contribution and Issuance.

(a)    Upon the terms and subject to the conditions of this Agreement, effective as of the Effective Time, each Contributor hereby contributes, sells, transfers, assigns and delivers to the Company, and the Company hereby accepts and assumes, all of such Contributor’s right, title and interest in and to such Contributor’s respective Units, free and clear of all liens, claims, charges and encumbrances (other than restrictions on transfer arising under applicable securities laws) (the “Contribution Transaction”).

(b)    Upon the terms and subject to the conditions of this Agreement, in exchange for the contribution of Units of each Contributor as provided above, effective as of the Effective Time, the Company hereby issues to such Contributor, and such Contributor hereby accepts and assumes, the number of shares of PCI Media Common Stock set forth on Schedule A under the heading “Shares of PCI Media, Inc. Common Stock Received” (the “Stock Issuance”). On the Closing Date (as defined in the Underwriting Agreement), the Company shall deliver to each Contributor a certificate representing the shares of PCI Media Common Stock issued to such Contributor in the Stock Issuance.

1.2    FIRPTA Certificate. At or prior to the Closing, each Contributor shall deliver to the Company a duly executed certificate confirming such Contributor’s non-foreign status in accordance with Section 1445 of the Code.

ARTICLE II

FOUNDERS COMMITTEE

2.1    Formation; Membership. The Contributors hereby form the Founders Committee comprised of three of the Founders, which committee will exercise the rights permitted or required to be exercised by the Founders Committee hereunder. On the date of this Agreement, the three Founders serving on the Founders Committee are Eben Mears, Robert Todd Mueller and Marco Spier. Any member of the Founders Committee may resign from such position by delivering written notice of such resignation to the Company, the Contributors and the other members of the Founders Committee. In the event of any vacancy on the Founders Committee for any reason other than a resignation, the remaining members of the Founders Committee shall provide the Company and the Contributors with written notice of such vacancy within three Business Days of its occurrence. Any vacancy in any of the three positions on the Founders Committee may be filled by the approval of a Majority-in-Interest of the Founders; provided that only a Founder may serve on the Founders Committee.

2.2    Actions by the Founders Committee. For the purposes of this Agreement, any decision, act, consent or instruction of the Founders Committee must be approved unanimously in writing by each Founder then serving on the Founders Committee. The Company may conclusively rely upon any such decision, act, consent or instruction for purposes of this Agreement. No member of the Founders Committee shall be held liable by any Contributor for actions or omissions in exercising or failing to exercise all or any of the power and authority of the Founders Committee pursuant to this Agreement, except in the case of bad faith or willful misconduct by such member. Each Contributor shall, severally and not jointly, indemnify, defend and hold harmless (such indemnification obligation to be apportioned among the Contributors pro rata, based on each Contributor’s shares of PCI Media Common Stock to be received in the Stock Issuance as set forth on Schedule A) each member of the Founders Committee from any Losses arising out of a Founder serving as a member of the Founders Committee hereunder, except in the case of gross negligence, willful misconduct or fraud by such member.

 

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2.3    Consents and Waivers. In the event that the Company makes a written request for a consent or waiver of the Founders Committee required to be given under this Agreement and the Founders Committee does not respond to the request in a writing (signed by each Founder as provided in the first sentence of Section 2.2) within five Business Days following the date of receipt of such written request, the consent or waiver shall be deemed to be given for all purposes of this Agreement.

2.4    Appointment; Authority; Reimbursement. Each Contributor hereby irrevocably appoints the Founders Committee as the sole representative of such Contributor to act as the agent and attorney-in-fact on behalf of such Contributor, which appointment is coupled with an interest, regarding any matter relating to or arising out of or under this Agreement, including for the purposes of: (a) accepting notices on behalf of the Contributor in accordance with Section 8.1; (b) receiving and accepting service of legal process in connection with any claim or other proceeding against the Contributors arising under this Agreement; (c) undertaking, compromising, defending and settling any such suit or proceeding on behalf of the Contributors arising under this Agreement (including under Article VII); (d) executing and delivering all agreements, certificates and documents required or deemed appropriate by the Founders Committee in connection with any of the transactions contemplated by this Agreement; (e) engaging special counsel, accountants and other advisors and incurring such other expenses in connection with any of the transactions contemplated by this Agreement and (f) taking such other action as the Founders Committee is permitted to take under this Agreement or otherwise may deem appropriate. As the representative of the Contributors under this Agreement, the Founders Committee shall act as the agent and attorney-in-fact for all Contributors and shall have authority to bind each such Contributor in accordance with this Agreement. The Company shall, promptly upon request by the Founders Committee, reimburse the Founders Committee for all reasonable and out of pocket costs and expenses incurred by the Founders Committee in connection with its rights and obligations under this Agreement; provided, however, that (i) under no circumstances shall the Company be responsible for reimbursing the Founders Committee of any such costs and expenses in excess of $[●] in the aggregate (the “Reimbursement Cap”) and (ii) the Contributors shall reimburse the Founders Committee for all reasonable and out of pocket costs and expenses incurred by the Founders Committee in connection with its obligations under this Agreement in excess of the Reimbursement Cap (such reimbursement obligation to be apportioned among the Contributors pro rata, based on each Contributor’s shares of PCI Media Common Stock to be received in the Stock Issuance as set forth on Schedule A).

ARTICLE III

EFFECTIVENESS

3.1    Effectiveness. Notwithstanding anything contained in this Agreement to the contrary, the Contribution Transaction and the Stock Issuance shall be effective as of 12:00 a.m., Eastern time, on the Closing Date (as defined in the Underwriting Agreement) without further action by any Party hereto (the “Effective Time”), and the closing of such Contribution Transaction and Stock Issuance (the “Closing”) shall take place on such Closing Date; provided, however, that, the Closing shall be conditioned upon (i) either (A) the price per share of the PCI Media Common Stock offered to the public pursuant to the Underwriting Agreement shall be no less than the bottom of the estimated offering price range set forth on the cover page of the prospectus included in the Form S-1 to be filed by the Company on the date of this Agreement and the number of shares of PCI Media Common Stock issued to the public shall be no greater than the number of shares set forth on such cover page, including the number of shares subject to the underwriter’s over-allotment option or (B) the Company and the Founders Committee (acting on behalf of the Contributors in accordance with Article II) shall have agreed to a lower price per share or a greater number of shares, as applicable, of such PCI Media Common Stock and (ii) the closing of the Concurrent Pre-IPO Transactions, which shall be deemed to occur at the same

 

3


time as the closing of the Contribution Transaction and the Stock Issuance. If the Closing Date does not occur within 60 days of the date of this Agreement, this Agreement shall terminate on such date and the provisions of Article I shall be of no further force and effect; provided, that, nothing in this Agreement shall relieve any Party of any liability for any willful material breach of this Agreement prior to such termination.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Contributor as of the date hereof and as of the Closing Date that:

4.1    Organization; Good Standing. The Company (a) has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware; and (b) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

4.2    Organizational Documents. The Company has made available to each Contributor true, correct and complete copies of the forms of certificate of incorporation and bylaws of the Company that shall be in effect as of the Closing Date.

4.3    Authorization. The Company has the full corporate power and authority to execute, deliver and perform its obligations under this Agreement, including to issue the PCI Media Common Stock as provided herein, and its execution, delivery and performance of this Agreement, including such issuance of PCI Media Common Stock, has been authorized by all necessary corporate action of the Company, and this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with this Agreement’s terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity.

4.4    Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder by the Company does not conflict with, or result in any violation of or default under, the Company’s certificate of incorporation or bylaws, or any agreement or other instrument to which it is a party or by which it or any of its assets are bound, or any permit, franchise, judgment, decree, law, statute, order, rule or regulation applicable to the Company or its business.

4.5    Common Stock Duly Authorized. All of the PCI Media Common Stock to be issued to each Contributor under this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all liens, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under applicable securities laws or the Stockholders’ Agreement).

4.6    Capitalization. The authorized capital stock of the Company consists, as of the date of this Agreement, and will consist, as of the Closing Date, of (a) 100,000,000 shares of PCI Media Common Stock, [●] of which will be issued and outstanding on the Closing Date (after giving effect to the issuance of shares of PCI Media Common Stock pursuant to this Agreement, the AADE Merger Agreement and the Psyop Merger Agreement but excluding the shares of PCI Media Common Stock to be issued pursuant to the Underwriting Agreement) and (b) 10,000,000 shares of preferred stock of the Company, par value $0.001 per share, none of which are issued and outstanding. Except as set forth in the Registration Statement on Form S-1 filed by the Company (as amended from time to time), no shares of capital stock of the Company are reserved for any purpose, and there are no issued or outstanding

 

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securities or other instruments convertible into or exchangeable for any shares of capital stock of, or other equity interests in, the Company and there are no outstanding options, rights (preemptive or otherwise) or warrants or other instruments to purchase or subscribe for shares of capital stock or other securities of the Company.

4.7    USRPHC Status.

(a)    The Company is not and never has been a “United States real property holding corporation” as defined in Section 897 of the Code.

(b)    PMC would not be and at no time would it have been treated as a “United States real property holding corporation” as defined in Section 897 of the Code, if it had been a domestic corporation at all times during the period beginning five years and one day prior to the date of this Agreement and ending on the day immediately following the day on which the Effective Time occurs.

4.8    CIM. To the knowledge of the Company, the CIM (as defined below) does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. The financial statements (together with the related notes and schedules) of PMC and its consolidated subsidiaries included in the CIM present fairly in all material respects the financial position of PMC and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

Each Contributor hereby represents and warrants to the Company, severally and not jointly (and as to itself and not the other Contributors), as of the date hereof and as of the Closing Date that:

5.1    Organization; Good Standing. If such Contributor is an entity, it (a) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation and (b) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

5.2    Authorization. Such Contributor has the full power and authority (or legal capacity) to execute, deliver and perform such Contributor’s obligations under this Agreement, including to contribute its Units as provided herein, and its execution, delivery and performance of this Agreement, including such contribution of Units, has been authorized by all necessary action on such Contributor’s behalf (if any), and this Agreement is such Contributor’s legal, valid and binding obligation, enforceable against such Contributor in accordance with this Agreement’s terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity.

5.3    Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder by such Contributor does not conflict with, or result in any violation of or default under, any provision of any governing instrument applicable to such Contributor, or any agreement or other instrument to which it is a party or by which it or any of its assets are bound, or any permit, franchise, judgment, decree, law, statute, order, rule or regulation applicable to such Contributor or its business.

 

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5.4    Ownership Interest; Investment Purpose.

(a)    Such Contributor holds of record and owns beneficially the number and class or series of Units set forth opposite such Contributor’s name on Schedule A and at the Effective Time such Contributor will transfer to the Company good and marketable title to such Units, in each case, free and clear of any and all liens, claims, security interests, charges and encumbrances of any sort whatsoever (other than restrictions on transfer arising under applicable securities laws).

(b)    Such Contributor (i) is acquiring the PCI Media Common Stock solely for his, her or its own account for investment purposes, and not with a view to the distribution thereof, (ii) is a sophisticated investor with knowledge and experience in business and financial matters, (iii) has received sufficient information concerning the Company in order to evaluate the merits and risks inherent in holding the PCI Media Common Stock and has not relied on any person or entity in connection with its investigation of the accuracy or sufficiency of such information or its investment decision, (iv) is able to bear the economic risk inherent in holding the PCI Media Common Stock and has read and understands the risk factors described in that certain Confidential Information Memorandum of the Company dated [●], 2019 (the “CIM”), (v) is an “accredited investor” (as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), (vi) acknowledges that the shares of PCI Media Common Stock acquired hereunder are “restricted securities” under applicable securities laws and that, pursuant to these laws, must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available, (vii) has received and reviewed the CIM and has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and the opportunity to inspect Company facilities and such books and records and material contracts as such Contributor deemed necessary to Contributor’s determination to acquire the PCI Media Common Stock, (viii) acknowledges that the PCI Media Common Stock acquired hereunder will be subject to the terms of the Stockholders’ Agreement and a Lock-Up Agreement (as defined in the Stockholders’ Agreement) and will be subject to certain transfer restrictions as set forth therein and the federal securities laws and (ix) acknowledges and agrees that such Contributor has relied upon the advice of his, her or its own tax advisors in connection with the transactions contemplated by this Agreement.

(c)    Such Contributor understands that the stock certificate(s) representing the shares of PCI Media Common Stock issued to him, her or it will bear a restrictive legend under the Securities Act and, if such Contributor is a Founder (as defined in the Stockholders’ Agreement), the legend required by Section 5.3 of the Stockholders’ Agreement.

5.5    Acknowledgement by Contributor. Such Contributor acknowledges that neither the Company nor any of its directors, officers, employees, agents or representatives has made, or is making, any representation or warranty whatsoever, express or implied (and such Contributor has not relied on any representation, warranty or statement) in connection with the transactions contemplated by this Agreement beyond the representations and warranties expressly made in Article IV and the statements made by the Company in the CIM, including any implied warranty or representation as to the condition, merchantability, suitability or fitness for a particular purpose or trade of any of the assets of the Company or any of its subsidiaries. Without limiting the generality of the foregoing, it is understood by such Contributor that any materials, presentations or other information made available to such Contributor or its agents or representatives (other than the CIM) are not and shall not be deemed to be or to include representations or warranties of the Company or its directors, officers, employees, agents or representatives, and are not and shall not be deemed to be relied upon by such Contributor.

 

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ARTICLE VI

WAIVER OF REGISTRATION RIGHTS

6.1    Waiver of Registration Rights. Subject to the provisions of Section 6.3, each Contributor hereby permanently and irrevocably waives any and all rights to which he, she or it may be entitled under the Third Amended and Restated Limited Liability Company Agreement of PMC, dated as of August 1, 2014 (the “PMC LLC Agreement”) with respect to the registration of Registrable Securities (as defined in the PMC LLC Agreement) (such rights, the “Registration Rights”) and, effective upon the Closing, Section 11.11 of the PMC LLC Agreement shall be terminated.

6.2    Waiver of Notice. Subject to the provisions of Section 6.3, each Contributor hereby permanently and irrevocably waives any and all rights of notice to which he, she or it may be entitled under the PMC LLC Agreement related to the Registration Rights or with respect to the registration of Registrable Securities.

6.3    Effectiveness. Notwithstanding the provisions of Section 6.1 and Section 6.2, if this Agreement is terminated without the Closing occurring, the provisions of Section 6.1 and Section 6.2 shall terminate on such date and shall be of no force and effect.

ARTICLE VII

INDEMNIFICATION

7.1    Indemnification by Contributors.

(a)    Each Contributor shall, severally and not jointly, indemnify and hold harmless the Company from and against, without duplication, 100% of any and all Losses arising or resulting from a (i) breach of any of the representations or warranties made by such Contributor contained in Article V or (ii) breach of any covenant or agreement made by such Contributor in this Agreement.

(b)    The Company shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 7.1. The Contributors shall have the opportunity to participate in any such audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Agreement. The Company shall not resolve, settle, compromise or abandon any issue or claim that would adversely affect any Tax or other liability of the Contributors without the prior written consent of the Founders Committee, which consent shall not be unreasonably withheld, conditioned or delayed.

7.2    Indemnification by the Company.

(a)    The Company shall indemnify and hold harmless the Contributors from and against any and all Losses arising or resulting from a (i) breach of any of the representations or warranties made by the Company contained in Article IV or (ii) breach of any covenant or agreement made by the Company in this Agreement.

(b)    The Company shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 7.2. The Founders Committee shall, on behalf of the Contributors and at its own expense, have the opportunity to participate in any such audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Section 7.2. The Company shall not resolve, settle, compromise or abandon any issue or claim that would adversely affect any Tax or other liability of the Contributors without the prior written consent of the Founders Committee, which consent shall not be unreasonably withheld, conditioned or delayed.

 

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ARTICLE VIII

MISCELLANEOUS

8.1    Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving Party’s address set forth below or to such other address as a Party may designate by notice under this Section 8.1, and shall be either (a) delivered by hand, (b) sent by e-mail or (c) sent by Federal Express, DHL, UPS or another internationally recognized delivery service.

 

If to the Company:    PCI Media, Inc.
   523 Victoria Avenue
   Venice, California 90291
   Attention: Chief Executive Officer and Chief Financial Officer
   E-mail: hramsbottom@psyop.tv; tom@psyop.tv
With a copy to   
(which shall not constitute notice):    Latham & Watkins LLP
   140 Scott Drive
   Menlo Park, California 94025
   Attention: Anthony J. Richmond and David Zaheer
   E-mail: tony.richmond@lw.com; david.zaheer@lw.com

If to any Contributor or to the Founders Committee: [●]

All notices, requests, consents and other communications hereunder shall be deemed to have been given (i) if by hand, at the time of the delivery thereof to the receiving Party at the address of such Party set forth above, (ii) if by e-mail, on the day that receipt thereof has been acknowledged by electronic confirmation or otherwise or (iii) if sent by internationally recognized delivery service, on the day of actual receipt as reported by such delivery service.

8.2    Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

8.3    Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any Party hereto without the prior written consent of the Company and the Founders Committee (on behalf of the Contributors).

8.4    Severability. If any provision of this Agreement or the application thereof to any person or any circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

8.5    Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of the Company and the Founders Committee (on behalf of the Contributors).

8.6    Integration. This Agreement supersedes all previous understandings or agreements among the Parties hereto, whether oral or written, with respect to its subject matter. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter.

 

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8.7    Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Party hereto shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated herein.

8.8    No Third Party Rights. The provisions of this Agreement are intended to bind the Parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

8.9    Counterparts. This Agreement may be executed in any number of counterparts, all of which together will constitute one agreement binding on the Parties.

8.10    Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of law principles thereof that would cause the application of the laws of any jurisdiction other than the State of Delaware.

8.11    Consent to Jurisdiction. Each Party to this Agreement irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated by this Agreement or the agreements delivered in connection herewith or for recognition or enforcement of any judgment relating thereto, and each of the Parties irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such courts, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such courts, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courts. Each of the Parties hereto agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1 (except service of process may not be made by email). Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by law.

8.12    Specific Performance. The Parties hereto agree that irreparable damage could occur and that a Party may not have any adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their terms or were otherwise breached. Accordingly, each Party shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms, provisions and covenants contained therein, this being in addition to any other remedy to which they are entitled at law or in equity.

8.13    Defined Terms. As used in this Agreement, the terms below will have the following meanings. Any such term, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

 

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AADE Merger Agreement” means that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, All Asia Digital Entertainment Inc. and the sole stockholder of All Asia Digital Entertainment Inc.

Founders” means Hejung Marie Hyon, Kylie Matulick, Eben Mears, Robert Todd Mueller and Marco Spier.

Governmental Entity” means any domestic or foreign governmental, regulatory or administrative authority, agency or commission, or any court of competent jurisdiction.

Losses” means any claims, losses, liabilities, damages, interest, penalties and costs and expenses, including reasonable attorneys’, accountants’ and expert witnesses’ fees, and costs and expenses of investigation and amounts paid in settlement, court costs, and other expenses of litigation, including in respect of enforcement of indemnity rights hereunder.

Majority-in-Interest” means Founders holding (or that, at Closing, will hold) more than 50% of the shares of PCI Media Common Stock held by (or that, at Closing, will be held by) all Founders.

Psyop Merger Agreement” means that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Psyop, Inc., the shareholders of Psyop, Inc. party thereto and the Founders Committee (as defined therein).

Taxes” means any and all taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any United States or non-United States national, federal, state or local governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body.

(Signature Pages Follow)

 

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This Agreement has been duly executed by the undersigned as of the date first written above.

 

COMPANY:
PCI MEDIA, INC.
By:  

                                                                           

Name:  
Title:  
FOUNDERS COMMITTEE:

                                                              

[●]  

 

[●]  

 

[●]  
CONTRIBUTORS:
PSYOP SERVICES, LLC
By:  

 

Name:  
Title:  

 

Thomas Boyle
Address and E-mail Address:

 

[Signature Page to Contribution Agreement]


                                                                                   

Hejung Marie Hyon
Address and E-mail Address:

 

Kylie Matulick
Address and E-mail Address:

 

Eben Mears
Address and E-mail Address:

 

Robert Todd Mueller
Address and E-mail Address:

 

Marco Spier
Address and E-mail Address:

 

[Signature Page to Contribution Agreement]


                                                              

Laurent Ledru
Address and E-mail Address:

 

Neysa Horsburgh
Address and E-mail Address:

 

Stuart McLean
Address and E-mail Address:

 

David Chontos
Address and E-mail Address:

 

D. Hunt Ramsbottom Jr.
Address and E-mail Address:

 

[Signature Page to Contribution Agreement]


SCHEDULE A

CONTRIBUTION AND EXCHANGE

 

Contributor

  

Psyop Media Company, LLC

Units Contributed

   Shares of PCI Media, Inc.
Common Stock Received
Psyop Services, LLC    16,232 Class A-1 Units    [●]
Thomas Boyle   

28,400 Class B-3 Units

10,000 Class C Units

   [●]
Hejung Marie Hyon    115,920 Class B-3 Units    [●]
Kylie Matulick    73,917 Class B-3 Units    [●]
Eben Mears    115,920 Class B-3 Units    [●]
Robert Todd Mueller    115,920 Class B-3 Units    [●]
Marco Spier    115,920 Class B-3 Units    [●]
Laurent Ledru    5,404 Class B-4 Units    [●]
Neysa Horsburgh   

18,600 Class B-4 Units

10,000 Class C Units

   [●]
Stuart McLean    6,814 Class C Units    [●]
David Chontos    9,160 Class C Units    [●]
D. Hunt Ramsbottom Jr.    [●]    [●]
EX-10.3 10 d631142dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

 

 

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 [            ], 2019

 

 


AGREEMENT AND PLAN OF MERGER

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.

RECITALS

A.    In accordance with the applicable provisions of the New York Business Corporation Law (the “NYBCL”) and the Delaware General Corporation Law (the “DGCL”), the board of directors of each of Psyop and the Company has (a) determined it to be advisable and in the best interests of each such entity that Psyop and the Company enter into this Agreement and consummate, on the terms and subject to the conditions set forth in this Agreement, a merger of Psyop with and into the Company (the “Merger”), after which the Company will be the surviving corporation, and (b) approved this Agreement, the Merger, and the other transactions contemplated hereby, all in accordance with the NYBCL and the DGCL.

B.    This Agreement has been submitted to the shareholders of Psyop and the sole stockholder of the Company, in each case, for their approval and adoption.

C.    Concurrently with the execution and delivery of this Agreement, the Company is entering into (a) the AADE Merger Agreement with All Asia Digital Entertainment Inc. (“AADE”), a member of Psyop Media Company, LLC (“PMC”), which provides for the merger of AADE with and into the Company as provided therein (the “AADE Merger”); and (b) a Contribution Agreement with all of the members of PMC other than AADE and Psyop. Pursuant to the agreements referenced in this Recital, the Company will acquire all of the limited liability company units of PMC, other than those held by Psyop. The transactions contemplated by such agreements are referred to herein as the “Concurrent Pre-IPO Transactions”.

D.    Also concurrently with the execution and delivery of this Agreement, the Company, the Shareholders and the other parties thereto are entering into a Stockholders’ Agreement, dated as of the date hereof (the “Stockholders’ Agreement”), which shall become effective at the Effective Time.

E.    The Parties are entering into this Agreement in connection with the transactions contemplated by that certain Underwriting Agreement (the “Underwriting Agreement”), to be entered into by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters described therein.

In consideration of the mutual covenants contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

ARTICLE I

THE MERGER

1.1    The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below) and in accordance with the NYBCL and DGCL, (a) Psyop shall be


merged with and into the Company, (b) the separate existence of Psyop shall cease, (c) the Company shall be the surviving corporation in the Merger (the “Surviving Entity”) which shall continue its existence under the laws of the State of Delaware, and (d) all of the properties, rights, privileges, powers and franchises of Psyop will vest in the Surviving Entity, and all of the debts, liabilities, obligations and duties of Psyop will become the debts, liabilities, obligations and duties of the Surviving Entity.

1.2    Closing; Effective Time.

(a)    The closing of the Merger (the “Closing”) shall take place on the Closing Date (as defined in the Underwriting Agreement); provided, however, that, the Closing shall be conditioned upon (i) either (A) the price per share of the PCI Media Common Stock offered to the public pursuant to the Underwriting Agreement shall be no less than the bottom of the estimated offering price range set forth on the cover page of the prospectus included in the Form S-1 to be filed by the Company on the date of this Agreement and the number of shares of PCI Media Common Stock issued to the public shall be no greater than the number of shares set forth on such cover page, including the number of shares subject to the underwriter’s over-allotment option or (B) the Company and the Founders Committee (acting on behalf of the Shareholders in accordance with Article II) shall have agreed to a lower price per share or a greater number of shares, as applicable, of such PCI Media Common Stock; and (ii) the closing of the Concurrent Pre-IPO Transactions, which shall be deemed to occur at the same time as the Closing.

(b)    On the Closing Date, the Parties shall cause (i) a certificate of merger in substantially the form attached hereto as Exhibit A to be executed and filed with the Secretary of State of the State of Delaware (the “Delaware Certificate of Merger”) and (ii) a certificate of merger in substantially the form attached hereto as Exhibit B to be executed and filed with the Department of State of the State of New York (the “New York Certificate of Merger”, and together with the Delaware Certificate of Merger, the “Certificates of Merger”), in each case in accordance with the provisions of the NYBCL and the DGCL. The Merger shall become effective upon such time as both of the Delaware Certificate of Merger and the New York Certificate of Merger have been filed with the Secretary of the State of Delaware and the Department of State of the State of New York, respectively, or such other time as provided in the Delaware Certificate of Merger and the New York Certificate of Merger (the “Effective Time”). The certificate of merger to effectuate the AADE Merger shall be filed with the Secretary of State of the State of Delaware substantially concurrently with the filing of the Certificates of Merger and shall state that the AADE Merger shall become effective upon such time as such certificate of merger has been filed with the Secretary of State of the State of Delaware or such other time as provided in such certificate of merger (but in any case prior to the closing under the Underwriting Agreement).

(c)    Notwithstanding anything to the contrary contained herein, if the Closing Date does not occur within 60 days of the date of this Agreement, this Agreement shall terminate on such date and shall be of no further force and effect; provided, that, nothing in this Agreement shall relieve any Party of any liability for any willful material breach of this Agreement prior to such termination.

1.3    Certificate of Incorporation and Bylaws.

(a)    The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Entity, to remain unchanged until thereafter amended in accordance with the terms thereof and as provided by applicable law.

(b)    The bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Entity, to remain unchanged until thereafter amended in accordance with the terms thereof and as provided by applicable law.

 

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1.4    Directors; Officers. The directors and officers of the Company immediately prior to the Effective Time shall remain the directors and officers of the Surviving Entity until the earlier of their resignation or removal or until their successors are duly appointed, including any successors appointed pursuant to the Stockholders’ Agreement.

1.5    Subsequent Actions. If, at any time after the Effective Time, the Surviving Entity shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Entity its right, title or interest in, to or under any of the rights, properties or assets of Psyop acquired or to be acquired by the Surviving Entity as a result of or in connection with the Merger or otherwise to carry out this Agreement, the Parties shall use their commercially reasonable efforts promptly to execute and deliver all such deeds, bills of sale, assignments and assurances and to take and do all such other actions and things as may be reasonably necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Entity or otherwise to carry out this Agreement.

1.6    Conversion of Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of the Company or Psyop or any holders of outstanding shares of the capital stock of the Company or Psyop, each common share of Psyop, par value $1.00 per share (the “Psyop Common Shares”), issued and outstanding immediately prior to the Effective Time held by a Shareholder shall be converted into the right to receive [●] fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Surviving Entity (“PCI Media Common Stock”). Schedule A sets forth the number of shares of PCI Media Common Stock to be received by each Shareholder in the Merger under the heading “Shares of PCI Media, Inc. Common Stock Received”. Promptly after the Effective Time, the Company shall deliver to each Shareholder a certificate representing such shares of PCI Media Common Stock issued to such Shareholder in the Merger.

1.7    FIRPTA Certificate. At or prior to the Closing, each Shareholder shall deliver to the Company a duly executed certificate confirming such Shareholder’s non-foreign status in accordance with Section 1445 of the Code.

ARTICLE II

FOUNDERS COMMITTEE

2.1    Formation; Membership. The Shareholders hereby form the Founders Committee comprised of three of the Founders, which committee will exercise the rights permitted or required to be exercised by the Founders Committee hereunder. On the date of this Agreement, the three Founders serving on the Founders Committee are Eben Mears, Robert Todd Mueller and Marco Spier. Any member of the Founders Committee may resign from such position by delivering written notice of such resignation to the Company, the Shareholders and the other members of the Founders Committee. In the event of any vacancy on the Founders Committee for any reason other than a resignation, the remaining members of the Founders Committee shall provide the Company and the Shareholders with written notice of such vacancy within three Business Days of its occurrence. Any vacancy in any of the three positions on the Founders Committee may be filled by the approval of a Majority-in-Interest of the Founders; provided that only a Founder may serve on the Founders Committee.

2.2    Actions by the Founders Committee. For purposes of this Agreement, any decision, act, consent or instruction of the Founders Committee must be approved unanimously in writing by each Founder then serving on the Founders Committee. The Company may conclusively rely upon any such decision, act, consent or instruction for purposes of this Agreement. No member of the Founders Committee shall be held liable by any Shareholder for actions or omissions in exercising or failing to

 

3


exercise all or any of the power and authority of the Founders Committee pursuant to this Agreement, except in the case of bad faith or willful misconduct by such member. Each Shareholder shall, severally and not jointly, indemnify, defend and hold harmless (such indemnification obligation to be apportioned among the Shareholders pro rata, based on each Shareholder’s percentage ownership of Psyop as of the date hereof as set forth on Schedule A) each member of the Founders Committee from any Losses arising out of a Founder serving as a member of the Founders Committee hereunder, except in the case of gross negligence, willful misconduct or fraud by such member.

2.3    Consents and Waivers. In the event that the Company makes a written request for a consent or waiver of the Founders Committee required to be given under this Agreement and the Founders Committee does not respond to the request in a writing (signed by each Founder as provided in the first sentence of Section 2.2) within five Business Days following the date of receipt of such written request, the consent or waiver shall be deemed to be given for all purposes of this Agreement.

2.4    Appointment; Authority; Reimbursement. Each Shareholder hereby irrevocably appoints the Founders Committee as the sole representative of such Shareholder to act as the agent and attorney-in-fact on behalf of such Shareholder, which appointment is coupled with an interest, regarding any matter relating to or arising out of or under this Agreement, including for the purposes of: (a) accepting notices on behalf of the Shareholder in accordance with Section 8.1; (b) receiving and accepting service of legal process in connection with any claim or other proceeding against the Shareholders arising under this Agreement; (c) undertaking, compromising, defending and settling any such suit or proceeding on behalf of the Shareholders arising under this Agreement (including under Article VI); (d) executing and delivering all agreements, certificates and documents required or deemed appropriate by the Founders Committee in connection with any of the transactions contemplated by this Agreement; (e) engaging special counsel, accountants and other advisors and incurring such other expenses in connection with any of the transactions contemplated by this Agreement and (f) taking such other action as the Founders Committee is permitted to take under this Agreement or otherwise may deem appropriate. As the representative of the Shareholders under this Agreement, the Founders Committee shall act as the agent and attorney-in-fact for all Shareholders and shall have authority to bind each such Shareholder in accordance with this Agreement. The Company shall, promptly upon request by the Founders Committee, reimburse the Founders Committee for all reasonable and out of pocket costs and expenses incurred by the Founders Committee in connection with its rights and obligations under this Agreement; provided, however, that (i) under no circumstances shall the Company be responsible for reimbursing the Founders Committee of any such costs and expenses in excess of $[●] in the aggregate (the “Reimbursement Cap”) and (ii) the Shareholders shall reimburse the Founders Committee for all reasonable and out of pocket costs and expenses incurred by the Founders Committee in connection with its obligations under this Agreement in excess of the Reimbursement Cap (such reimbursement obligation to be apportioned among the Shareholders pro rata, based on each Shareholder’s percentage ownership of Psyop as of the date hereof as set forth on Schedule A).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Shareholder as of the date hereof and as of the Closing Date that:

3.1    Organization; Good Standing. The Company (a) has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware; and (b) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

 

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3.2    Organizational Documents. The Company has made available to each Shareholder true, correct and complete copies of the forms of certificate of incorporation and bylaws of the Company that shall be in effect as of the Closing Date.

3.3    Authorization. The Company has the full corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder, have been authorized by all necessary corporate action of the Company, and this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with this Agreement’s terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity.

3.4    Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder by the Company does not conflict with, or result in any violation of or default under, the Company’s certificate of incorporation or bylaws, or any agreement or other instrument to which it is a party or by which it or any of its assets are bound, or any permit, franchise, judgment, decree, law, statute, order, rule or regulation applicable to the Company or its business.

3.5    Common Stock Duly Authorized. All of the PCI Media Common Stock to be issued to each Shareholder under this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all liens, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under applicable securities laws or the Stockholders’ Agreement).

3.6    Capitalization. The authorized capital stock of the Company consists, as of the date of this Agreement, and will consist, as of the Closing Date, of (a) 100,000,000 shares of PCI Media Common Stock, [●] of which will be issued and outstanding on the Closing Date (after giving effect to the issuance of shares of PCI Media Common Stock pursuant to this Agreement, the Contribution Agreement and the AADE Merger Agreement but excluding the shares of PCI Media Common Stock to be issued pursuant to the Underwriting Agreement) and (b) 10,000,000 shares of preferred stock of the Company, par value $0.001 per share, none of which are issued and outstanding. Except as set forth in the Registration Statement on Form S-1 filed by the Company (as amended from time to time), no shares of capital stock of the Company are reserved for any purpose, and there are no issued or outstanding securities or other instruments convertible into or exchangeable for any shares of capital stock of, or other equity interests in, the Company and there are no outstanding options, rights (preemptive or otherwise) or warrants or other instruments to purchase or subscribe for shares of capital stock or other securities of the Company.

3.7    USRPHC Status.

(a)    The Company is not and never has been a “United States real property holding corporation” as defined in Section 897 of the Code.

(b)     PMC would not be and at no time would it have been treated as a “United States real property holding corporation” as defined in Section 897 of the Code, if it had been a domestic corporation at all times during the period beginning five years and one day prior to the date of this Agreement and ending on the day immediately following the day on which the Effective Time occurs.

 

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3.8    CIM. To the knowledge of the Company, the CIM (as defined in Section 5.4) does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. The financial statements (together with the related notes and schedules) of PMC and its consolidated subsidiaries included in the CIM present fairly in all material respects the financial position of PMC and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PSYOP

Psyop hereby represents and warrants to the Company as of the date hereof and as of the Closing Date that:

4.1    Organization; Good Standing. Psyop (a) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation and (b) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

4.2    Organizational Documents. Psyop has made available to the Company true, correct and complete copies of the forms of certificate of incorporation and bylaws of Psyop.

4.3    Authorization. Psyop has the full corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder, have been authorized by all necessary corporate action of Psyop, and this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with this Agreement’s terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity.

4.4    Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder by Psyop does not conflict with, or result in any violation of or default under, Psyop’s certificate of incorporation or bylaws, or any agreement or other instrument to which it is a party or by which it or any of its assets are bound, or any permit, franchise, judgment, decree, law, statute, order, rule or regulation applicable to Psyop or its business.

4.5    No Assets or Liabilities; Subsidiaries. Other than (a) 63,768 Class A-1 Units of PMC (the “PMC Units”), and (b) an amount of cash on hand no greater than $[50,000], Psyop does (x) not have any assets of any kind and is not subject to any liabilities or obligations of any kind, whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise and (y) does not own, of record or beneficially, or control any direct or indirect equity interest, or any right (contingent or otherwise) to acquire equity interests, in any corporation, partnership, limited liability company, joint venture, association or other entity.

4.6    Capitalization. The authorized capital stock of Psyop consists, as of the date of this Agreement, and will consist, as of the Closing Date, of 27,000 Psyop Common Shares, [●] of which are, and will be on the Closing Date, issued and outstanding. No shares of capital stock of Psyop are reserved for any purpose, and there are no issued or outstanding securities or other instruments

 

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convertible into or exchangeable for any shares of capital stock of, or other equity interests in, Psyop and there are no outstanding options, rights (preemptive or otherwise) or warrants or other instruments to purchase or subscribe for shares of capital stock or other securities of Psyop or any other contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of capital stock of Psyop, any such convertible or exchangeable securities or any such rights, warrants or options.

4.7    Employee Benefit Plans. Psyop does not have, nor at any time since January 1, 2012 has it had, any “employee benefit plans” as defined in Section 3(3) of ERISA, including (a) any such plans that are “employee welfare benefit plans” as defined in Section 3(1) of ERISA, including retiree medical and life insurance plans, (b) any such plans that are pension benefit plans which are subject to Title IV of ERISA and (c) any such plans that are “multiemployer plans” as defined in Section 4001(a)(3) of ERISA.

4.8    No Employees. Psyop does not have, and has not at any time since January 1, 2012 had, any employees.

4.9    No Contracts. Psyop is not, and has not at any time since January 1, 2012 been, a party to any contract other than the limited liability company agreement of PMC, as amended.

4.10    Taxes.

(a)    Psyop has timely (after giving effect to applicable extension periods) filed all income and other material Tax Returns required to be filed by Psyop and all such Tax Returns are true, correct and complete in all material respects. Psyop has paid all Taxes due by or with respect to it (whether or not shown on any Tax Return). Psyop is not currently the beneficiary of any extension of time within which to file any Tax Return. No written claim has ever been made by an authority in a jurisdiction where Psyop does not file Tax Returns that Psyop is or may be subject to taxation by that jurisdiction.

(b)    Psyop has withheld and timely (after giving effect to applicable extension periods) paid to the applicable Tax Authority all material amounts required to be withheld by it in respect of Taxes (including, but not limited to, Taxes arising as a result of amounts allocable to foreign partners), and, to the extent applicable, all forms W-2 and 1099 with respect thereto have been properly completed and timely filed.

(c)    There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Psyop.

(d)    Psyop has not received from any U.S. federal, state, local or foreign Tax Authority (including jurisdictions where Psyop has not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, or (ii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Tax Authority against Psyop. There are no matters under discussion with any Tax Authority, or known to Psyop, with respect to Taxes that are likely to result in an additional liability for Taxes with respect to the Psyop. No issues relating to Taxes of the Psyop were raised by the relevant Tax authority in any completed audit or examination that would reasonably be expected to result in a material amount of Taxes in a later taxable period.

(e)    Psyop has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

 

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(f)    Psyop has not been a party to any “reportable transaction,” as defined in Section 6707A(c)(i) of the Code and Treasury Regulations Section 1.6011-4(b).

(g)    Psyop is not liable for the Taxes of any other Person.

(h)    Psyop has been at all times during its existence a validly electing “S corporation” within the meaning of Sections 1361 and 1362 of the Code and under all corresponding provisions of applicable state and local Tax laws to the extent they recognize S corporation status, and the shareholders of Psyop will not take any action prior to the Closing to terminate Psyop’s S corporation election or status. The IRS has not challenged or threatened to challenge the status of Psyop as an S corporation for federal income tax purposes under the Code. Psyop has not, in the past five years, acquired assets from another corporation in a transaction in which Psyop’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor.

(i)    Psyop is not, and has never been, a “United States real property holding corporation” as defined in Section 897 of the Code.

(j)    Psyop (i) is not, and has never been, a member of an affiliated (within the meaning of Section 1504 of the Code), combined or unitary group of corporations filing a consolidated, combined or unitary Tax Return; (ii) is not, and has never been, a successor to any other entity for Tax purposes by way of merger, liquidation or other transaction; and (iii) has no liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract (other than commercial agreements entered into in the ordinary course of business with respect to which Taxes are not a principal subject matter), or otherwise.

(k)    Psyop will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing Date; (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date; or (vi) election under Section 108(i) of the Code.

(l)    Psyop has not distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code.

4.11    Operations of Psyop. Psyop does not engage, and since January 1, 2012 has not engaged, in any business or activity other than the ownership of the PMC Units. Psyop has complied in all respects with, and is not in violation of, any applicable law. Psyop has not received any written notice of non-compliance with any such applicable law. Psyop is not in default or violation of any term, condition or provision of any of its organizational documents.

 

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

Each Shareholder hereby represents and warrants to the Company, severally and not jointly (and as to itself and not the other Shareholders), as of the date hereof and as of the Closing Date that:

5.1    Organization; Good Standing. If such Shareholder is an entity, it (a) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation and (b) has the requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

5.2    Authorization. Such Shareholder has the full corporate or other entity power and authority (or legal capacity) to execute, deliver and perform such Shareholder’s obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and its execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereunder, has been authorized by all necessary corporate or other entity action on such Shareholder’s behalf (if any), and this Agreement is such Shareholder’s legal, valid and binding obligation, enforceable against such Shareholder in accordance with this Agreement’s terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity.

5.3    Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder by such Shareholder does not conflict with, or result in any violation of or default under, any provision of any governing instrument applicable to such Shareholder, or any material agreement or other material instrument to which it is a party or by which it or any of its assets are bound, or any material permit, franchise, judgment, decree, law, statute, order, rule or regulation applicable to such Shareholder or its business.

5.4    Ownership Interest; Investment Purpose.

(a)    Such Shareholder holds of record and owns beneficially the number of Psyop Common Shares set forth on Schedule A, free and clear of any and all liens, claims, security interests, charges and encumbrances of any sort whatsoever (other than restrictions on transfer arising under applicable securities laws).

(b)    Such Shareholder (i) is acquiring the PCI Media Common Stock solely for his, her or its own account for investment purposes, and not with a view to the distribution thereof, (ii) is a sophisticated investor with knowledge and experience in business and financial matters, (iii) has received sufficient information concerning the Company in order to evaluate the merits and risks inherent in holding the PCI Media Common Stock and has not relied on any person or entity in connection with its investigation of the accuracy or sufficiency of such information or its investment decision, (iv) is able to bear the economic risk inherent in holding the PCI Media Common Stock and has read and understands the risk factors described in that certain Confidential Information Memorandum of the Company dated [●], 2019 (the “CIM”), (v) is an “accredited investor” (as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), (vi) acknowledges that the shares of PCI Media Common Stock acquired hereunder are “restricted securities” under applicable securities laws and that, pursuant to these laws, must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available, (vii) has received and reviewed the CIM and has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and the opportunity to inspect Company facilities and such books and records and material contracts as such Shareholder deemed necessary to Shareholder’s determination to acquire the PCI Media Common Stock, (viii) acknowledges that the PCI Media Common Stock acquired hereunder will be subject to the terms of the Stockholders’ Agreement and a Lock-Up Agreement (as defined in the Stockholders’ Agreement) and will be subject to certain transfer restrictions as set forth therein and the federal securities laws and (ix) acknowledges and agrees that such Shareholder has relied upon the advice of his, her or its own tax advisors in connection with the transactions contemplated by this Agreement.

 

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(c)    Such Shareholder understands that the stock certificate(s) representing the shares of PCI Media Common Stock issued to him, her or it will bear a restrictive legend under the Securities Act and, if such Shareholder is a Founder (as defined in the Stockholders’ Agreement), the legend required by Section 5.3 of the Stockholders’ Agreement.

5.5    Acknowledgement by Shareholder. Such Shareholder acknowledges that neither the Company nor any of its directors, officers, employees, agents or representatives has made, or is making, any representation or warranty whatsoever, express or implied (and such Shareholder has not relied on any representation, warranty or statement) in connection with the transactions contemplated by this Agreement beyond the representations and warranties expressly made in Article III and the statements made by the Company in the CIM, including any implied warranty or representation as to the condition, merchantability, suitability or fitness for a particular purpose or trade of any of the assets of the Company or any of its subsidiaries. Without limiting the generality of the foregoing, it is understood by such Shareholder that any materials, presentations or other information made available to such Shareholder or its agents or representatives (other than the CIM) are not and shall not be deemed to be or to include representations or warranties of the Company or its directors, officers, employees, agents or representatives, and are not and shall not be deemed to be relied upon by such Shareholder.

ARTICLE VI

INDEMNIFICATION

6.1    Indemnification by Shareholders.

(a)    Each Shareholder shall, severally and not jointly, indemnify and hold harmless the Company (such indemnification obligation to be apportioned among the Shareholders pro rata, based on each Shareholder’s percentage ownership of Psyop as of the date hereof as set forth on Schedule A) from and against, without duplication (i) any and all Losses (including, for the avoidance of doubt, Taxes) of Psyop with respect to any period (or portion thereof) ending on or prior to the Closing Date, (ii) any and all Losses arising or resulting from a breach of any of the representations or warranties made by Psyop contained in Article IV and (iii) any Taxes of Psyop relating to any Pre-Closing Tax Period. With respect to any Taxes attributable to a Straddle Period, the portion of such Tax allocable to the portion of such Straddle Period ending on the Closing Date shall be: (A) in the case of Property Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (B) in the case of all other Taxes, determined as though the taxable year of Psyop terminated at the close of business on the Closing Date.

(b)    Each Shareholder shall, severally and not jointly, indemnify and hold harmless the Company from and against, without duplication, 100% of any and all Losses arising or resulting from a (i) breach of any of the representations or warranties made by such Shareholder contained in Article V or (ii) breach of any covenant or agreement made by such Shareholder in this Agreement.

(c)    The Founders Committee, on behalf of the Shareholders, shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 6.1, except as otherwise provided in Section 6.1(d). The Company shall have the opportunity to participate in any such audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Agreement. The Founders Committee, on behalf of the Shareholders, shall not resolve, settle, compromise or abandon any

 

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issue or claim that would adversely affect any Tax or other liability of the Company or result in another obligation of the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

(d)    The Company shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 6.1 with respect to (i) Taxes of Psyop attributable to a Straddle Period or a Post-Closing Tax Period and (ii) any Tax Return filed by the Company. The Founders Committee, on behalf of the Shareholders, shall have the opportunity to participate in any such audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Agreement. The Company shall not resolve, settle, compromise or abandon any issue or claim that would adversely affect any Tax or other liability of the Shareholders or result in another obligation of the Shareholders without the prior written consent of the Founders Committee, which consent shall not be unreasonably withheld, conditioned or delayed.

6.2    Indemnification by the Company.

(a)    The Company shall indemnify and hold harmless the Shareholders from and against any and all Losses arising or resulting from a (i) breach of any of the representations or warranties made by the Company contained in Article III or (ii) breach of any covenant or agreement made by the Company in this Agreement.

(b)    The Company shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 6.2. The Founders Committee shall, on behalf of the Shareholders and at its own expense, have the opportunity to participate in any such audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Section 6.2. The Company shall not resolve, settle, compromise or abandon any issue or claim that would adversely affect any Tax or other liability of the Shareholders or result in another obligation of the Shareholders without the prior written consent of the Founders Committee, which consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE VII

WAIVER OF REGISTRATION RIGHTS

7.1    Waiver of Registration Rights. Subject to the provisions of Section 7.3, Psyop hereby permanently and irrevocably waives any and all rights to which it may be entitled under the Third Amended and Restated Limited Liability Company Agreement of PMC, dated as of August 1, 2014 (the “PMC LLC Agreement”) with respect to the registration of Registrable Securities (as defined in the PMC LLC Agreement) (such rights, the “Registration Rights”) and, effective upon the Closing, Section 11.11 of the PMC LLC Agreement shall be terminated.

7.2    Waiver of Notice. Subject to the provisions of Section 7.3, Psyop hereby permanently and irrevocably waives any and all rights of notice to which it may be entitled under the PMC LLC Agreement related to the Registration Rights or with respect to the registration of Registrable Securities.

7.3    Effectiveness. Notwithstanding the provisions of Section 7.1 and Section 7.2, if this Agreement is terminated without the Closing occurring, the provisions of Section 7.1 and Section 7.2 shall terminate on such date and shall be of no force and effect.

 

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ARTICLE VIII

MISCELLANEOUS

8.1    Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving Party’s address set forth below or to such other address as a Party may designate by notice under this Section 8.1, and shall be either (a) delivered by hand, (b) sent by e-mail or (c) sent by Federal Express, DHL, UPS or another internationally recognized delivery service.

 

If to the Company:    PCI Media, Inc.
   523 Victoria Avenue
   Venice, California 90291
   Attention: Chief Executive Officer and Chief Financial Officer
   E-mail: hramsbottom@psyop.tv; tom@psyop.tv
With a copy to   
(which shall not constitute notice):    Latham & Watkins LLP
   140 Scott Drive
   Menlo Park, California 94025
   Attention: Anthony J. Richmond and David Zaheer
   E-mail: tony.richmond@lw.com; david.zaheer@lw.com
If to Psyop:    Psyop, Inc.
   [●]
   Attention: [●]
   E-mail: [●]
If to any Shareholder or to the Founders Committee: [●]

All notices, requests, consents and other communications hereunder shall be deemed to have been given (i) if by hand, at the time of the delivery thereof to the receiving Party at the address of such Party set forth above, (ii) if by e-mail, on the day that receipt thereof has been acknowledged by electronic confirmation or otherwise or (iii) if sent by internationally recognized delivery service, on the day of actual receipt as reported by such delivery service.

8.2    Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

8.3    Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any Party without the prior written consent of the Company and the Founders Committee (on behalf of Psyop and the Shareholders).

8.4    Severability. If any provision of this Agreement or the application thereof to any person or any circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

 

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8.5    Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of the Company and the Founders Committee (on behalf of Psyop and the Shareholders).

8.6    Integration. This Agreement supersedes all previous understandings or agreements among the Parties hereto, whether oral or written, with respect to its subject matter. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter.

8.7    Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Party hereto shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated herein.

8.8    No Third Party Rights. The provisions of this Agreement are intended to bind the Parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

8.9    Counterparts. This Agreement may be executed in any number of counterparts, all of which together will constitute one agreement binding on the Parties.

8.10    Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of law principles thereof that would cause the application of the laws of any jurisdiction other than the State of Delaware.

8.11    Consent to Jurisdiction. Each Party to this Agreement irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated by this Agreement or the agreements delivered in connection herewith or for recognition or enforcement of any judgment relating thereto, and each of the Parties irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such courts, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such courts, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courts. Each of the Parties hereto agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1 (except service of process may not be made by email). Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by law.

8.12    Specific Performance. The Parties hereto agree that irreparable damage could occur and that a Party may not have any adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their terms or were otherwise breached. Accordingly, each Party shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms, provisions and covenants contained therein, this being in addition to any other remedy to which they are entitled at law or in equity.

 

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8.13    Tax Treatment and Tax Refunds.

(a)    To the extent permitted by applicable law, the Parties shall, for U.S. federal income Tax purposes, treat the Merger as a “reorganization” (as defined in section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) and as a transaction, together with the initial public offering of stock of the Surviving Entity and other applicable related transactions (including those described in the Contribution Agreement), as being subject to section 351 of the Code. This Agreement is intended to constitute a “plan of reorganization” as described in Treasury Regulation Section 1.368-2(g).

(b)    The Company shall pay or cause to be paid to the Shareholders (such payment to be apportioned among the Shareholders pro rata, based on each Shareholder’s percentage ownership of Psyop as of the date hereof as set forth on Schedule A) any refunds of Taxes attributable to any Tax Returns filed prior to the date of this Agreement with respect to any Pre-Closing Tax Period that are received by the Surviving Entity within 30 days after the receipt of such refund; provided, however, that, in the event that the Company has made a claim for Losses under Section 6.1 within fifteen Business Days after such refund is received, then (i) the Shareholders shall not be entitled to such refund until the resolution of such indemnity claim and (ii) the Company shall have the right to withhold and set off any such refund (or portion thereof) against any such Losses for which the Company is entitled to indemnification. All refunds of Taxes that are attributable to any Post-Closing Tax Period, and that are received by the Surviving Entity, shall be for its benefit. Any notices, requests for information, queries or similar communications from Tax Authorities related to Tax refunds with respect to the Pre-Closing Tax Period that are received by the Company shall be promptly sent to the Founders Committee on behalf of the Shareholders, and any notices, requests for information, queries or similar communications from Tax Authorities related to Tax refunds with respect to the Post-Closing Tax Period that are received by the Founders Committee or the Shareholders shall be promptly sent to the Surviving Entity. All proceedings, if any, related to such matters shall be handled in accordance with Article VI.

8.14    Defined Terms. As used in this Agreement, the terms below will have the following meanings. Any such term, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

AADE Merger Agreement” means that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, AADE and the sole stockholder of AADE.

Contribution Agreement” means that certain Contribution Agreement, dated as of the date hereof, by and among the Company, the members of PMC party thereto and the Founders Committee (as defined therein).

Founders” means Hejung Marie Hyon, Kylie Matulick, Eben Mears, Robert Todd Mueller and Marco Spier.

Governmental Entity” means any domestic or foreign governmental, regulatory or administrative authority, agency or commission, or any court of competent jurisdiction.

Losses” means any claims, losses, liabilities, damages, interest, penalties and costs and expenses, including reasonable attorneys’, accountants’ and expert witnesses’ fees, and costs and expenses of investigation and amounts paid in settlement, court costs, and other expenses of litigation, including in respect of enforcement of indemnity rights hereunder.

 

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Majority-in-Interest” means Founders holding (or that, at Closing, will hold) more than 50% of the shares of PCI Media Common Stock held by (or that, at Closing, will be held by) all Founders.

Person” means an individual, corporation, partnership, limited partnership, trust, association or Governmental Entity.

Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on (and including) the Closing Date.

Post-Closing Tax Period” means any Tax period beginning after the Closing Date and that portion of any Straddle Period beginning after the Closing Date.

Property Taxes” means all real property Taxes, personal property Taxes and similar ad valorem Taxes.

Straddle Period” means any Tax period beginning before or on and ending after the Closing Date.

Tax Authority” means any domestic or foreign Governmental Entity responsible for the imposition of any Tax.

Tax Return” (and, with correlative meaning, “Tax Returns”) means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Taxes” means any and all taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any United States or non-United States national, federal, state or local governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body.

(Signature Pages Follow)

 

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This Agreement has been duly executed by the undersigned as of the date first written above.

 

COMPANY:
PCI MEDIA, INC.
By:  

                                                                       

Name:  
Title:  
PSYOP:
PSYOP, INC.
By:  

                                                              

Name:  
Title:  
FOUNDERS COMMITTEE:

    

[●]  

    

[●]  

    

[●]  
      
SHAREHOLDERS:
    

 

Thomas Boyle

Address and E-mail Address:

 

[Signature Page to Psyop, Inc. Agreement and Plan of Merger]


 

Hejung Marie Hyon

Address and E-mail Address:
    

 

Kylie Matulick

Address and E-mail Address:
    

 

Eben Mears

Address and E-mail Address:
    

 

Robert Todd Mueller

Address and E-mail Address:
    

 

Marco Spier

Address and E-mail Address:

 

[Signature Page to Psyop, Inc. Agreement and Plan of Merger]


 

Laurent Ledru

Address and E-mail Address:
    

 

Neysa Horsburgh

Address and E-mail Address:
    

 

Christopher Staves

Address and E-mail Address:

 

[Signature Page to Psyop, Inc. Agreement and Plan of Merger]


SCHEDULE A

 

Shareholder

   Shares of Psyop, Inc.
Owned
     Percentage
Ownership of Psyop,
Inc.
    Shares of PCI Media,
Inc. Common Stock
Received

Eben Mears

     3,955        19.57   [●]

Marco Spier

     3,955        19.57   [●]

Robert Todd Mueller

     3,955        19.57   [●]

Hejung Marie Hyon

     3,955        19.57   [●]

Kylie Matulick

     2,522        12.48   [●]

Thomas Boyle

     415        2.06   [●]

Neysa Horsburgh

     451        2.24   [●]

Laurent Ledru

     226        1.12   [●]

Christopher Staves

     772        3.82   [●]
  

 

 

    

 

 

   

 

Total:

     20,206        100 %    [●]
  

 

 

    

 

 

   

 


EXHIBIT A

DELAWARE CERTIFICATE OF MERGER


EXHIBIT B

NEW YORK CERTIFICATE OF MERGER

EX-10.4 11 d631142dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

 

 

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

PCI MEDIA, INC.,

ALL ASIA DIGITAL ENTERTAINMENT INC.

AND

[], ITS SOLE STOCKHOLDER

Dated as of [            ], 2019

 

 


AGREEMENT AND PLAN OF MERGER

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.

RECITALS

A.    In accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”), the board of directors of each of AADE and the Company has (a) determined it to be advisable and in the best interests of each such entity that AADE and the Company enter into this Agreement and consummate, on the terms and subject to the conditions set forth in this Agreement, a merger of AADE with and into the Company (the “Merger”), after which the Company will be the surviving corporation, and (b) approved this Agreement, the Merger, and the other transactions contemplated hereby, all in accordance with the DGCL.

B.    This Agreement has been submitted to the Stockholder and the sole stockholder of the Company, in each case, for their approval and adoption.

C.    Concurrently with the execution and delivery of this Agreement, the Company is entering into (a) the Psyop Merger Agreement with Psyop, Inc. (“Psyop, Inc.”), a member of Psyop Media Company, LLC (“PMC”), which provides for the merger of Psyop, Inc. with and into the Company as provided therein (the “Psyop, Inc. Merger”); and (b) a Contribution Agreement with all of the members of PMC other than AADE and Psyop, Inc. Pursuant to the agreements referenced in this Recital, the Company will acquire all of the limited liability company units of PMC, other than those held by AADE. The transactions contemplated by such agreements are referred to herein as the “Concurrent Pre-IPO Transactions”.

D.    Also, concurrently with the execution and delivery of this Agreement, the Company, the Shareholders and the other parties thereto are entering into a Stockholders’ Agreement, dated as of the date hereof (the “Stockholders’ Agreement”), which shall become effective at the Effective Time.

E.    The Parties are entering into this Agreement in connection with the transactions contemplated by that certain Underwriting Agreement (the “Underwriting Agreement”), to be entered into by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters described therein.

In consideration of the mutual covenants contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

ARTICLE I

THE MERGER

1.1    The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below) and in accordance with the DGCL, (a) AADE shall be merged with and into the Company, (b) the separate existence of AADE shall cease, (c) the Company shall be the surviving corporation in the Merger (the “Surviving Entity”) which shall continue its existence under the


laws of the State of Delaware, and (d) all of the properties, rights, privileges, powers and franchises of AADE will vest in the Surviving Entity, and all of the debts, liabilities, obligations and duties of AADE will become the debts, liabilities, obligations and duties of the Surviving Entity.

1.2    Closing; Effective Time.

(a)    The closing of the Merger (the “Closing”) shall take place on the Closing Date (as defined in the Underwriting Agreement); provided, however, that, the Closing shall be conditioned upon (i) either (A) the price per share of the PCI Media Common Stock offered to the public pursuant to the Underwriting Agreement shall be no less than the bottom of the estimated offering price range set forth on the cover page of the prospectus included in the Form S-1 to be filed by the Company on the date of this Agreement and the number of shares of PCI Media Common Stock issued to the public shall be no greater than the number of shares set forth on such cover page, including the number of shares subject to the underwriter’s over-allotment option or (B) the Company and the Stockholder shall have agreed to a lower price per share or a greater number of shares, as applicable, of such PCI Media Common Stock; and (ii) the closing of the Concurrent Pre-IPO Transactions, which shall be deemed to occur at the same time as the Closing.

(b)    On the Closing Date, the Parties shall cause a certificate of merger in substantially the form attached hereto as Exhibit A to be executed and filed with the Secretary of State of the State of Delaware (the “Certificate of Merger”) in accordance with the provisions of the DGCL. The Merger shall become effective upon such time as the Certificate of Merger has been filed with the Secretary of the State of Delaware or such other time as provided in the Certificate of Merger (the “Effective Time”). The certificates of merger to effectuate the Psyop, Inc. Merger shall be filed with the applicable Secretaries of State substantially concurrently with the filing of the Certificate of Merger and shall state that the Psyop, Inc. Merger shall become effective upon such time as both such certificates of merger have been filed with such Secretaries of State or such other time as provided in such certificates of merger (but in any case prior to the closing under the Underwriting Agreement).

(c)    Notwithstanding anything to the contrary contained herein, if the Closing Date does not occur within 60 days of the date of this Agreement, this Agreement shall terminate on such date and shall be of no further force and effect; provided, that, nothing in this Agreement shall relieve any Party of any liability for any willful material breach of this Agreement prior to such termination.

1.3    Certificate of Incorporation and Bylaws.

(a)    The certificate of incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Entity, to remain unchanged until thereafter amended in accordance with the terms thereof and as provided by applicable law.

(b)    The bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Entity, to remain unchanged until thereafter amended in accordance with the terms thereof and as provided by applicable law.

1.4    Directors; Officers. The directors and officers of the Company immediately prior to the Effective Time shall remain the directors and officers of the Surviving Entity until the earlier of their resignation or removal or until their successors are duly appointed, including any successors appointed pursuant to the Stockholders’ Agreement.

1.5    Subsequent Actions. If, at any time after the Effective Time, the Surviving Entity shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things

 

2


are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Entity its right, title or interest in, to or under any of the rights, properties or assets of AADE acquired or to be acquired by the Surviving Entity as a result of or in connection with the Merger or otherwise to carry out this Agreement, the Parties shall use their commercially reasonable efforts promptly to execute and deliver all such deeds, bills of sale, assignments and assurances and to take and do all such other actions and things as may be reasonably necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Entity or otherwise to carry out this Agreement.

1.6    Conversion of Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of the Company or AADE or any holders of outstanding shares of the capital stock of the Company or AADE, each common share of AADE, par value $[●] per share (the “AADE Common Shares”), issued and outstanding immediately prior to the Effective Time held by the Stockholder shall be converted into the right to receive [●] fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Surviving Entity (“PCI Media Common Stock”). Schedule A sets forth the number of shares of PCI Media Common Stock to be received by the Stockholder in the Merger under the heading “Shares of PCI Media, Inc. Common Stock Received”. Promptly after the Effective Time, the Company shall deliver to the Stockholder a certificate representing such shares of PCI Media Common Stock issued to the Stockholder in the Merger.

1.7    FIRPTA Certificate. At or prior to Closing, AADE shall deliver to the Company (a) an original signed statement from AADE that AADE is not, and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation,” as defined in Section 897(c)(2) of the Code, conforming to the requirements of Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), and (b) an original signed notice to be delivered to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for the Company to deliver such notice to the IRS on behalf of the AADE following the Closing, each dated as of the Closing Date, duly executed by an authorized officer of AADE, and in form and substance reasonably acceptable to the Company.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Stockholder as of the date hereof and as of the Closing Date that:

2.1    Organization; Good Standing. The Company (a) has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware; and (b) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

2.2    Organizational Documents. The Company has made available to the Stockholder true, correct and complete copies of the forms of certificate of incorporation and bylaws of the Company that shall be in effect as of the Closing Date.

2.3    Authorization. The Company has the full corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder, have been authorized by all necessary corporate action of the Company, and this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with this Agreement’s terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity.

 

3


2.4    Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder by the Company does not conflict with, or result in any violation of or default under, the Company’s certificate of incorporation or bylaws, or any agreement or other instrument to which it is a party or by which it or any of its assets are bound, or any permit, franchise, judgment, decree, law, statute, order, rule or regulation applicable to the Company or its business.

2.5    Common Stock Duly Authorized. All of the PCI Media Common Stock to be issued to the Stockholder under this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all liens, preemptive rights, rights of first refusal, subscription and similar rights (other than those arising under applicable securities laws or the Stockholders’ Agreement).

2.6    Capitalization. The authorized capital stock of the Company consists, as of the date of this Agreement, and will consist, as of the Closing Date, of (a) 100,000,000 shares of PCI Media Common Stock, [●] of which will be issued and outstanding on the Closing Date (after giving effect to the issuance of shares of PCI Media Common Stock pursuant to this Agreement, the Contribution Agreement and the Psyop Merger Agreement but excluding the shares of PCI Media Common Stock to be issued pursuant to the Underwriting Agreement) and (b) 10,000,000 shares of preferred stock of the Company, par value $0.001 per share, none of which are issued and outstanding. Except as set forth in the Registration Statement on Form S-1 filed by the Company (as amended from time to time), no shares of capital stock of the Company are reserved for any purpose, and there are no issued or outstanding securities or other instruments convertible into or exchangeable for any shares of capital stock of, or other equity interests in, the Company and there are no outstanding options, rights (preemptive or otherwise) or warrants or other instruments to purchase or subscribe for shares of capital stock or other securities of the Company.

2.7    USRPHC Status.

(a)    The Company is not and never has been a “United States real property holding corporation” as defined in Section 897 of the Code.

(b)    PMC would not be and at no time would it have been treated as a “United States real property holding corporation” as defined in Section 897 of the Code, if it had been a domestic corporation at all times during the period beginning five years and one day prior to the date of this Agreement and ending on the day immediately following the day on which the Effective Time occurs.

2.8    CIM. To the knowledge of the Company, the CIM (as defined in Section 4.4) does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. The financial statements (together with the related notes and schedules) of PMC and its consolidated subsidiaries included in the CIM present fairly in all material respects the financial position of PMC and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby.

 

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF AADE

AADE hereby represents and warrants to the Company that as of the date hereof and as of the Closing Date:

3.1    Organization; Good Standing. AADE (a) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation and (b) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

3.2    Organizational Documents. AADE has made available to the Company true, correct and complete copies of the forms of certificate of incorporation and bylaws of AADE.

3.3    Authorization. AADE has the full corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder, have been authorized by all necessary corporate action of AADE, and this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with this Agreement’s terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity.

3.4    Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder by AADE does not conflict with, or result in any violation of or default under, AADE’s certificate of incorporation or bylaws, or any agreement or other instrument to which it is a party or by which it or any of its assets are bound, or any permit, franchise, judgment, decree, law, statute, order, rule or regulation applicable to AADE or its business.

3.5    No Assets or Liabilities; Subsidiaries. Other than 190,476 Class A-2 Units of PMC (the “PMC Units”), AADE (x) does not have any assets of any kind, other than cash in AADE bank accounts that will be withdrawn prior to the Closing, and rights to receive refunds of Taxes attributable to Pre-Closing Tax Periods pursuant to Section 7.13 and is not subject to any liabilities or obligations of any kind, whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise, other than intercompany loans that will be extinguished prior to Closing and (y) does not own, of record or beneficially, or control any direct or indirect equity interest, or any right (contingent or otherwise) to acquire equity interests, in any corporation, partnership, limited liability company, joint venture, association or other entity.

3.6    Capitalization. The authorized capital stock of AADE consists, as of the date of this Agreement, and will consist, as of the Closing Date, of [●] [Common Shares], [●] of which are, and will be on the Closing Date, issued and outstanding. No shares of capital stock of AADE are reserved for any purpose, and there are no issued or outstanding securities or other instruments convertible into or exchangeable for any shares of capital stock of, or other equity interests in, AADE and there are no outstanding options, rights (preemptive or otherwise) or warrants or other instruments to purchase or subscribe for shares of capital stock or other securities of AADE or any other contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of capital stock of AADE, any such convertible or exchangeable securities or any such rights, warrants or options.

 

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3.7    Employee Benefit Plans. AADE does not have, nor at any time has it had, any “employee benefit plans” as defined in Section 3(3) of ERISA, including (a) any such plans that are “employee welfare benefit plans” as defined in Section 3(1) of ERISA, including retiree medical and life insurance plans, (b) any such plans that are pension benefit plans which are subject to Title IV of ERISA and (c) any such plans that are “multiemployer plans” as defined in Section 4001(a)(3) of ERISA.

3.8    No Employees. AADE does not have, and has not at any time had, any employees.

3.9    No Contracts. AADE is not, and has not at any time been, a party to any contract other than the limited liability company agreement of PMC, as amended.

3.10    Taxes.

(a)    AADE has timely (after giving effect to applicable extension periods) filed all U.S. federal income and other material Tax Returns required to be filed by AADE and all such Tax Returns are true, correct and complete in all material respects. AADE has paid all Taxes due by or with respect to it (whether or not shown on any Tax Return). AADE is not currently the beneficiary of any extension of time within which to file any Tax Return, other than any income Tax Returns not yet filed due to IRS Schedule K-1s (and any comparable state income tax forms) not yet received from PMC. No written claim has ever been made by an authority in a jurisdiction where AADE does not file Tax Returns that AADE is or may be subject to taxation by that jurisdiction.

(b)    AADE has withheld and timely (after giving effect to applicable extension periods) paid to the applicable Tax Authority all material amounts required to be withheld by it in respect of Taxes (including, but not limited to, Taxes arising as a result of amounts allocable to foreign partners), and, to the extent applicable, all forms W-2 and 1099 with respect thereto have been properly completed and timely filed.

(c)    There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of AADE.

(d)    AADE has not received from any U.S. federal, state, local or foreign Tax Authority (including jurisdictions where AADE has not filed Tax Returns) any (i) written notice indicating an intent to open an audit or other review, or (ii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Tax Authority against AADE. There are no matters under discussion with any Tax Authority, or known to AADE, with respect to Taxes that are likely to result in an additional liability for Taxes with respect to the AADE. No issues relating to Taxes of the AADE were raised by the relevant Tax authority in any completed audit or examination that would reasonably be expected to result in a material amount of Taxes in a later taxable period.

(e)    AADE has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(f)    AADE has not been a party to any “reportable transaction,” as defined in Section 6707A(c)(i) of the Code and Treasury Regulations Section 1.6011-4(b).

(g)    AADE is not liable for the Taxes of any other Person.

(h)    At all times since its formation, AADE has been classified for U.S. federal income Tax purposes as a C corporation.

 

6


(i)    AADE is not, and has never been, a “United States real property holding corporation” as defined in Section 897 of the Code.

(j)    AADE (i) is not, and has never been, a member of an affiliated (within the meaning of Section 1504 of the Code), combined or unitary group of corporations filing a consolidated, combined or unitary Tax Return; (ii) is not, and has never been, a successor to any other entity for Tax purposes by way of merger, liquidation or other transaction; and (iii) has no liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract (other than commercial agreements entered into in the ordinary course of business with respect to which Taxes are not a principal subject matter), or otherwise.

(k)    AADE will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing Date; (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date; or (vi) election under Section 108(i) of the Code.

(l)    AADE has not distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code.

3.11    Operations of AADE. AADE does not engage, and has not engaged, in any business or activity other than the ownership of the PMC Units. AADE has complied in all respects with, and is not in violation of, any applicable law. AADE has not received any written notice of non-compliance with any such applicable law. AADE is not in default or violation of any term, condition or provision of any of its organizational documents.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

The Stockholder hereby represents and warrants to the Company as of the date hereof and as of the Closing Date:

4.1    Organization; Good Standing. The Stockholder (a) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation and (b) has the requisite corporate or other entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

4.2    Authorization. The Stockholder has the full corporate power and authority to execute, deliver and perform the Stockholder’s obligations under this Agreement and to consummate the transactions contemplated by this Agreement, and its execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereunder, has been authorized by all necessary corporate action on the Stockholder’s behalf (if any), and this Agreement is the Stockholder’s legal, valid and binding obligation, enforceable against such Stockholder in accordance with this Agreement’s terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity.

 

7


4.3    Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder by the Stockholder does not conflict with, or result in any violation of or default under, any provision of any governing instrument applicable to the Stockholder, or any material agreement or other material instrument to which it is a party or by which it or any of its assets are bound, or any material permit, franchise, judgment, decree, law, statute, order, rule or regulation applicable to the Stockholder or its business.

4.4    Ownership Interest; Investment Purpose.

(a)    The Stockholder holds of record and owns beneficially the number of AADE Common Shares set forth on Schedule A, free and clear of any and all liens, claims, security interests, charges and encumbrances of any sort whatsoever (other than restrictions on transfer arising under applicable securities laws).

(b)    The Stockholder (i) is acquiring the PCI Media Common Stock solely for his, her or its own account for investment purposes, and not with a view to the distribution thereof, (ii) is a sophisticated investor with knowledge and experience in business and financial matters, (iii) has received sufficient information concerning the Company in order to evaluate the merits and risks inherent in holding the PCI Media Common Stock and has not relied on any person or entity in connection with its investigation of the accuracy or sufficiency of such information or its investment decision, (iv) is able to bear the economic risk inherent in holding the PCI Media Common Stock and has read and understands the risk factors described in that certain Confidential Information Memorandum of the Company dated [●], 2019 (the “CIM”), (v) is an “accredited investor” (as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), (vi) acknowledges that the shares of PCI Media Common Stock acquired hereunder are “restricted securities” under applicable securities laws and that, pursuant to these laws, must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available, (vii) has received and reviewed the CIM and has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and the opportunity to inspect Company facilities and such books and records and material contracts as the Stockholder deemed necessary to the Stockholder’s determination to acquire the PCI Media Common Stock, (viii) acknowledges that the PCI Media Common Stock acquired hereunder will be subject to the terms of the Stockholders’ Agreement and a Lock-Up Agreement (as defined in the Stockholders’ Agreement) and will be subject to certain transfer restrictions as set forth therein and the federal securities laws and (ix) acknowledges and agrees that the Stockholder has relied upon the advice of his, her or its own tax advisors in connection with the transactions contemplated by this Agreement.

(c)    The Stockholder understands that the stock certificate(s) representing the shares of PCI Media Common Stock issued to him, her or it will bear a restrictive legend under the Securities Act.

4.5    Acknowledgement by Stockholder. The Stockholder acknowledges that neither the Company nor any of its directors, officers, employees, agents or representatives has made, or is making, any representation or warranty whatsoever, express or implied (and the Stockholder has not relied on any representation, warranty or statement) in connection with the transactions contemplated by this Agreement beyond the representations and warranties expressly made in Article II and the statements made by the Company in the CIM, including any implied warranty or representation as to the condition, merchantability, suitability or fitness for a particular purpose or trade of any of the assets of the Company or any of its subsidiaries. Without limiting the generality of the foregoing, it is understood by the Stockholder that any materials, presentations or other information made available to the Stockholder or its

 

8


agents or representatives (other than the CIM) are not and shall not be deemed to be or to include representations or warranties of the Company or its directors, officers, employees, agents or representatives, and are not and shall not be deemed to be relied upon by the Stockholder.

ARTICLE V

INDEMNIFICATION

5.1    Indemnification by Stockholder.

(a)    The Stockholder shall indemnify and hold harmless the Company from and against, without duplication, (i) any and all Losses (including, for the avoidance of doubt, Taxes) of AADE with respect to any period (or portion thereof) ending on or prior to the Closing Date, (ii) any and all Losses arising or resulting from a breach of any of the representations or warranties made by AADE contained in Article III and (iii) any Taxes of AADE relating to any Pre-Closing Tax Period. With respect to any Taxes attributable to a Straddle Period, the portion of such Tax allocable to the portion of such Straddle Period ending on the Closing Date shall be: (A) in the case of Property Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (B) in the case of all other Taxes, determined as though the taxable year of AADE terminated at the close of business on the Closing Date.

(b)    The Stockholder shall indemnify and hold harmless the Company from and against, without duplication, any and all Losses arising or resulting from a (i) breach of any of the representations or warranties made by the Stockholder contained in Article IV or (ii) breach of any covenant or agreement made by the Stockholder in this Agreement.

(c)    The Stockholder shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 5.1, except as otherwise provided in Section 5.1(d). The Company shall have the opportunity to participate in any such audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Agreement. The Stockholder shall not resolve, settle, compromise or abandon any issue or claim that would adversely affect any Tax or other liability of the Company or result in another obligation of the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

(d)    The Company shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 5.1 with respect to (i) Taxes of AADE attributable to a Straddle Period or a Post-Closing Tax Period and (ii) any Tax Return filed by the Company. The Stockholder shall have the opportunity to participate in any such audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Agreement. The Company shall not resolve, settle, compromise or abandon any issue or claim that would adversely affect any Tax or other liability of the Stockholder or result in another obligation of the Stockholder without the prior written consent of the Stockholder, which consent shall not be unreasonably withheld, conditioned or delayed.

5.2    Indemnification by the Company.

(a)    The Company shall indemnify and hold harmless the Stockholder from and against any and all Losses arising or resulting from a (i) breach of any of the representations or warranties made by the Company contained in Article II or (ii) breach of any covenant or agreement made by the Company in this Agreement.

 

9


(b)    The Company shall control any audit, examination or proceeding or other matter subject to indemnification under this Section 5.2. The Stockholder shall have the opportunity to participate in any such audit, examination, proceeding or other matter, limited solely to the portion of such audit, examination, proceeding or other matter with respect to which indemnity is provided under this Section 5.2. The Company shall not resolve, settle, compromise or abandon any issue or claim that would adversely affect any Tax or other liability of the Stockholder or result in another obligation of the Stockholder without the prior written consent of the Stockholder, which consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE VI

WAIVER OF REGISTRATION RIGHTS

6.1    Waiver of Registration Rights. Subject to the provisions of Section 6.3, AADE hereby permanently and irrevocably waives any and all rights to which it may be entitled under the Third Amended and Restated Limited Liability Company Agreement of PMC, dated as of August 1, 2014 (the “PMC LLC Agreement”) with respect to the registration of Registrable Securities (as defined in the PMC LLC Agreement) (such rights, the “Registration Rights”) and, effective upon the Closing, Section 11.11 of the PMC LLC Agreement shall be terminated.

6.2    Waiver of Notice. Subject to the provisions of Section 6.3, AADE hereby permanently and irrevocably waives any and all rights of notice to which it may be entitled under the PMC LLC Agreement related to the Registration Rights or with respect to the registration of Registrable Securities.

6.3    Effectiveness. Notwithstanding the provisions of Section 6.1 and Section 6.2, if this Agreement is terminated without the Closing occurring, including pursuant to Section 1.2(c), the provisions of Section 6.1 and Section 6.2 shall terminate on such date and shall be of no force and effect.

ARTICLE VII

MISCELLANEOUS

7.1    Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving Party’s address set forth below or to such other address as a Party may designate by notice under this Section 7.1, and shall be either (a) delivered by hand, (b) sent by e-mail or (c) sent by Federal Express, DHL, UPS or another internationally recognized delivery service.

 

If to the Company:    PCI Media, Inc.
   523 Victoria Avenue
   Venice, California 90291
   Attention: Chief Executive Officer and Chief Financial Officer
   E-mail: hramsbottom@psyop.tv; tom@psyop.tv
With a copy to   
(which shall not constitute notice):    Latham & Watkins LLP
   140 Scott Drive
   Menlo Park, California 94025
   Attention: Anthony J. Richmond and David Zaheer
  

E-mail: tony.richmond@lw.com;

david.zaheer@lw.com

 

10


If to AADE or the Stockholder:

  

[●]

  

Attention: [●]

  

E-mail: [●]

With a copy to

  

(which shall not constitute notice):

  

Clifford Chance US LLP

  

31 West 52nd Street

  

New York, New York 10019

  

Attention: Kathleen L. Werner and Sarah Jones

    

E-mail: kathleen.werner@cliffordchance.com;

sarah.jones@cliffordchance.com

All notices, requests, consents and other communications hereunder shall be deemed to have been given (i) if by hand, at the time of the delivery thereof to the receiving Party at the address of such Party set forth above, (ii) if by e-mail, on the day that receipt thereof has been acknowledged by electronic confirmation or otherwise or (iii) if sent by internationally recognized delivery service, on the day of actual receipt as reported by such delivery service.

7.2    Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

7.3    Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any Party without the prior written consent of the Company and the Stockholder (on behalf of itself and AADE).

7.4    Severability. If any provision of this Agreement or the application thereof to any person or any circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

7.5    Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of the Company and the Stockholder (on behalf of itself and AADE).

7.6    Integration. This Agreement supersedes all previous understandings or agreements among the Parties hereto, whether oral or written, with respect to its subject matter. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter.

7.7    Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Party hereto shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated herein.

7.8    No Third Party Rights. The provisions of this Agreement are intended to bind the Parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

7.9    Counterparts. This Agreement may be executed in any number of counterparts, all of which together will constitute one agreement binding on the Parties.

 

11


7.10    Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of law principles thereof that would cause the application of the laws of any jurisdiction other than the State of Delaware.

7.11    Consent to Jurisdiction. Each Party to this Agreement irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated by this Agreement or the agreements delivered in connection herewith or for recognition or enforcement of any judgment relating thereto, and each of the Parties irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such courts, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such courts, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courts. Each of the Parties hereto agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.1. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by law.

7.12    Specific Performance. The Parties hereto agree that irreparable damage could occur and that a Party may not have any adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their terms or were otherwise breached. Accordingly, each Party shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms, provisions and covenants contained therein, this being in addition to any other remedy to which they are entitled at law or in equity.

7.13    Tax Treatment and Tax Refunds.

(a)    To the extent permitted by applicable law, the Parties shall, for U.S. federal income tax purposes, treat the Merger as a “reorganization” (as defined in section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) and as a transaction, together with the initial public offering of stock of the Surviving Entity and other applicable related transactions (including those described in the Contribution Agreement), as being subject to section 351 of the Code. This Agreement is intended to constitute a “plan of reorganization” as described in Treasury Regulation Section 1.368-2(g).

(b)    The Company shall pay or cause to be paid to Stockholder any refunds of Taxes attributable to any Tax Returns filed prior to the date of this Agreement with respect to any Pre-Closing Tax Period that are received by the Surviving Entity within 30 days after the receipt of such refund. All refunds of Taxes that are attributable to any Post-Closing Tax Period, and that are received by the Surviving Entity shall be for its benefit. Any notices, requests for information, queries or similar communications from Tax Authorities related to Tax refunds with respect to the Pre-Closing Tax Period that are received by the Company shall be promptly sent to the Stockholder, and any notices, requests for information, queries or similar communications from Tax Authorities related to Tax refunds with respect to the Post-Closing Tax Period that are received by the Stockholder shall be promptly sent to the Surviving Entity. All proceedings, if any, related to such matters shall be handled in accordance with Article V.

 

12


7.14    Defined Terms. As used in this Agreement, the terms below will have the following meanings. Any such term, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

Contribution Agreement” means that certain Contribution Agreement, dated as of the date hereof, by and among the Company, the members of PMC party thereto and the Founders Committee (as defined therein).

Governmental Entity” means any domestic or foreign governmental, regulatory or administrative authority, agency or commission, or any court of competent jurisdiction.

Losses” means any claims, losses, liabilities, damages, interest, penalties and costs and expenses, including reasonable attorneys’, accountants’ and expert witnesses’ fees, and costs and expenses of investigation and amounts paid in settlement, court costs, and other expenses of litigation, including in respect of enforcement of indemnity rights hereunder.

Person” means an individual, corporation, partnership, limited partnership, trust, association or Governmental Entity.

Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on (and including) the Closing Date.

Post-Closing Tax Period” means any Tax period beginning after the Closing Date and that portion of any Straddle Period beginning after the Closing Date.

Property Taxes” means all real property Taxes, personal property Taxes and similar ad valorem Taxes.

Psyop Merger Agreement” means that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Psyop, Inc., the shareholders of Psyop, Inc. party thereto and the Founders Committee (as defined therein).

Straddle Period” means any Tax period beginning before or on and ending after the Closing Date.

Tax Authority” means any domestic or foreign Governmental Entity responsible for the imposition of any Tax.

Tax Return” (and, with correlative meaning, “Tax Returns”) means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Taxes” means any and all taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any United States or non-United States national, federal, state or local governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body.

 

13


(Signature Pages Follow)

 

14


This Agreement has been duly executed by the undersigned as of the date first written above.

 

COMPANY:
PCI MEDIA, INC.
By:  

                    

Name:  
Title:  
AADE:
ALL ASIA DIGITAL ENTERTAINMENT INC.
By:  

                    

Name:  
Title:  
STOCKHOLDER:
[●]  
By:  

                    

Name:  
Title:  

 

[Signature Page to All Asia Digital Entertainment Inc. Agreement and Plan of Merger]


SCHEDULE A

 

     Shares of All Asia
Digital Entertainment
Inc. Owned
  Shares of PCI Media,
Inc. Common Stock
Received

[●]

   [●]   [●]


EXHIBIT A

CERTIFICATE OF MERGER

EX-10.5 12 d631142dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

 

 

 

STOCKHOLDERS’ AGREEMENT

BETWEEN

PCI MEDIA, INC.

AND

THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGES HERETO

Dated as of [                    ], 2019

 

 


TABLE OF CONTENTS

 

         Page  

ARTICLE I CERTAIN DEFINITIONS

     1  

ARTICLE II FOUNDERS COMMITTEE

     2  

2.1

 

Formation; Membership

     2  

2.2

 

Actions by the Founders Committee

     2  

2.3

 

Consents and Waivers

     2  

ARTICLE III FOUNDERS’ BOARD RIGHTS

     2  

3.1

 

Founders’ Designee

     2  

3.2

 

Nominations

     3  

3.3

 

Voting Agreement

     4  

3.4

 

Founders Observer

     4  

3.5

 

Board Approvals

     5  

ARTICLE IV ASTRO’S BOARD RIGHTS

     5  

4.1

 

Astro Designee

     5  

4.2

 

Voting Agreement

     7  

4.3

 

Astro Observer

     7  

ARTICLE V ACCESS RIGHTS

     8  

5.1

 

Access

     8  

5.2

 

Termination

     8  

ARTICLE VI FOUNDERS’ LOCK-UP

     8  

6.1

 

Founders’ Lock-Up

     8  

6.2

 

Stock Transfer Instructions; Prohibited Transfers

     10  

6.3

 

Legend

     10  

6.4

 

New Certificates

     10  

ARTICLE VII REGISTRATION RIGHTS

     10  

7.1

 

Demand Registrations

     10  

7.2

 

Shelf Registration

     12  

7.3

 

Piggyback Registrations

     13  

7.4

 

Underwriters’ Lock-Up Agreements

     14  

7.5

 

Registration Procedures

     14  

7.6

 

Indemnification

     18  

7.7

 

Participation in Underwritten Registrations

     19  

7.8

 

Reports Under The Securities Laws

     20  

7.9

 

Certain Limitations in Connection with Future Grants of Registration Rights

     20  

7.10

 

Transfer Of Registration Rights

     20  

7.11

 

Reporting Sales and Shares Held

     20  

ARTICLE VIII MISCELLANEOUS

     21  

8.1

 

Notices

     21  


         Page  

8.2

 

Entire Agreement

     21  

8.3

 

Amendments

     21  

8.4

 

Parties in Interest

     21  

8.5

 

Governing Law

     22  

8.6

 

Jurisdiction; Venue

     22  

8.7

 

Waiver of Jury Trial

     22  

8.8

 

Severability

     22  

8.9

 

Headings and Captions

     22  

8.10

 

Interpretation

     22  

8.11

 

No Waiver of Rights, Powers and Remedies

     23  

8.12

 

Counterparts

     23  

8.13

 

Rules of Construction

     23  

8.14

 

Specific Performance

     23  

8.15

 

Effectiveness

     23  

 

ii


STOCKHOLDERS’ AGREEMENT

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”).

RECITALS

A. Pursuant to the Contribution Agreement, dated as of [                    ], 2019 (the “Contribution Agreement”), between the Company and each of the members of Psyop Media Company, LLC (other than AADE and Psyop, Inc.), at the Effective Time (as defined in the Contribution Agreement), such members are exchanging all of their units representing membership interests in Psyop Media Company, LLC for shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), as further provided therein, in connection with the Company’s initial public offering.

B. Pursuant to the Agreement and Plan of Merger, dated as of [                    ], 2019 (the “AADE Merger Agreement”), by and among the Company, AADE and the sole stockholder of AADE, at the Effective Time (as defined in the AADE Merger Agreement), AADE shall be merged with and into the Company and all of the shares of capital stock of AADE shall be converted into the right to receive shares of Common Stock, as further provided therein.

C. Pursuant to the Agreement and Plan of Merger, dated as of [                    ], 2019 (the “Psyop, Inc. Merger Agreement”), by and among the Company, Psyop, Inc., the shareholders of Psyop, Inc. and the Shareholders’ Representative (as defined in the Psyop, Inc. Merger Agreement), at the Effective Time (as defined in the Psyop, Inc. Merger Agreement), Psyop shall be merged with and into the Company and all of the shares of capital stock of Psyop shall be converted into the right to receive shares of Common Stock, as further provided therein.

D. Pursuant to Articles of Dissolution to be filed by Psyop Services on the closing date of the Company’s initial public offering and the related Written Consent of the Members of Psyop Services, dated as of [                    ], 2019 (the “Psyop Services Member Consent”), Psyop Services shall be dissolved and the shares of Common Stock received by Psyop Services pursuant to the Contribution Agreement shall be distributed to the members of Psyop Services, as further provided therein.

E. The parties are entering into this Agreement as required by the Contribution Agreement, the AADE Merger Agreement, the Psyop, Inc. Merger Agreement and the Psyop Services Member Consent.

In consideration of the mutual covenants contained in this Agreement, the parties, intending to be legally bound, agree as follows:

AGREEMENT

ARTICLE I

CERTAIN DEFINITIONS

Capitalized terms used herein shall have the respective meanings set forth in Schedule A.


ARTICLE II

FOUNDERS COMMITTEE

2.1    Formation; Membership. The Stockholders hereby form a committee (the “Founders Committee”) comprised of three of the Founders, which committee will exercise the rights permitted or required to be exercised by the Founders Committee hereunder. On the date of this Agreement, the three Founders serving on the Founders Committee are Eben Mears, Robert Todd Mueller and Marco Spier. Any member of the Founders Committee may resign from such position by delivering written notice of such resignation to the Company and the other members of the Founders Committee. In the event of any vacancy on the Founders Committee for any reason other than a resignation, the remaining members of the Founders Committee shall provide the Company with written notice of such vacancy within three Business Days of its occurrence. Any vacancy in any of the three positions on the Founders Committee may be filled by the approval of a Majority-in-Interest of the Founders; provided that only a Founder may serve on the Founders Committee.

2.2    Actions by the Founders Committee. Any decision, act, consent or instruction of the Founders Committee must be approved in writing by a majority of the Founders then serving on the Founders Committee; provided, however, that (a) if there are only two Founders serving on the Founders Committee at any time, any such decision, act, consent or instruction must be approved in writing by both of the Founders then serving on the Founders Committee and (b) if there is only one Founder serving on the Founders Committee at any time, any such decision, act, consent or instruction must be approved in writing by the sole Founder serving on the Founders Committee. The Company may conclusively rely upon any such decision, act, consent or instruction for purposes of this Agreement. No member of the Founders Committee will be held liable by any Stockholder for actions or omissions in exercising or failing to exercise all or any of the power and authority of the Founders Committee pursuant to this Agreement, except in the case of bad faith or willful misconduct by such member. Each Founder will jointly and severally indemnify and defend each member of the Founders Committee from any losses arising out of a Founder serving as a member of the Founders Committee hereunder, except in the case of bad faith or willful misconduct by such member.

2.3    Consents and Waivers. In the event that the Company makes a written request for a consent or waiver of the Founders Committee required to be given under this Agreement and the Founders Committee does not respond to the request in a writing (signed by the requisite number of Founder(s) as provided in the first sentence of Section 2.2) within five Business Days following the date such written request is given (as provided in Section 8.1), the consent or waiver shall be deemed to be given for all purposes of this Agreement.

ARTICLE III

FOUNDERS’ BOARD RIGHTS

3.1    Founders Designee.

(a)    So long as the Founders, collectively, hold at least 15% of the outstanding Common Stock, the Founders Committee shall have the right to nominate one person (the “Founders’ Designee”) for election to the Board. If the Founders Committee has the right to so nominate the Founders’ Designee in a given year, the Company shall, at the annual meeting of stockholders of the Company during such year, nominate the Founders’ Designee for election; provided, however, that (i) such Founders’ Designee shall be reasonably acceptable to the Nominating Committee and (ii) the Company must receive timely notice of such nomination. To be timely, the Founders Committee’s notice of its nomination must be received by the Company not less than 90 days nor more than 120 days prior to the one-year anniversary

 

2


of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the Founders Committee to be timely must be received by the Company not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which Public Disclosure of the date of such annual meeting was first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of timely notice as described above. As a condition to such nomination by the Founders Committee, the Founders’ Designee must complete and submit to the Board any questionnaires that the Company requires of its directors generally and submit any other information that the Company or the Nominating Committee reasonably requests in connection with the Company’s obligations under the Securities Laws or in connection with the satisfaction of the Nominating Committee’s fiduciary duties.

(b)    If, following election to the Board, the Founders’ Designee resigns or is removed or his or her seat on the Board otherwise becomes vacant and the Founders Committee still has the right to nominate the Founders’ Designee for election to the Board pursuant to Section 3.1(e), then the Founders Committee shall be entitled to designate a replacement Founders’ Designee reasonably acceptable to the Nominating Committee and the Board, and the Board shall elect such replacement Founders’ Designee to the Board for the remainder of the term of the replaced Founders’ Designee and until such replacement’s successor shall have been elected and qualified. In determining whether such replacement Founders’ Designee is reasonably acceptable, the Nominating Committee and the Board may consider, among other things, whether the designation of such replacement is consistent with the exercise of their fiduciary duties.

(c)    So long as the Founders, collectively, hold at least 15% of the outstanding Common Stock and the Founders’ Designee is a member of the Board, the Founders Committee may designate the Founders’ Designee to serve on the Nominating Committee, provided that such Founders’ Designee satisfies all then-applicable independence and other requirements of membership on a board of directors and a nominating committee (or similar committee) imposed by the rules of the Principal Market (other than the requirements of Rule 10A-3(b)(1)(ii) under the Exchange Act). Notwithstanding the immediately preceding sentence, such Founders’ Designee need not be an “independent director” (as defined in the rules of the Principal Market) until one year after the listing of the Common Stock on Nasdaq in connection with the Company’s initial public offering.

(d)    In the event that the Founders, collectively, cease to hold at least 15% of the outstanding Common Stock during the term of the Founders’ Designee as a director, the Founders’ Designee shall not be required to resign solely as a result thereof and may continue the remainder of his or her term in office, but the Board shall have no further obligation to nominate any person for election to the Board, to designate any person to serve on the Nominating Committee or to designate a replacement Founders Designee under this Article III.

(e)    From and after such time as the Founders, collectively, cease to hold at least 15% of the outstanding Common Stock, the foregoing provisions of this Section 3.1 (other than Section 3.1(d)) shall be of no further force or effect.

3.2    Nominations. So long as the Founders, collectively, hold at least 25% of the outstanding Common Stock, the Nominating Committee will consult with and seek the advice of the Founders Committee before recommending the nomination of any person for election to the Board, other than the Astro Designee (as defined below). From and after such time as the Founders, collectively, cease to hold at least 25% of the outstanding Common Stock, this Section 3.2 shall be of no further force or effect.

 

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3.3    Voting Agreement.

(a)    So long as the Founders, collectively, hold at least 15% of the outstanding Common Stock, each Founder covenants to, and agrees with, the Company that it will take all actions so that, (i) on any action to elect any director of the Company, all of the shares of Common Stock that are Beneficially Owned by such Founder shall be voted (or consented) in favor of any nominee to the Board recommended by the Board; and (ii) such Founder shall be present, in person or by proxy, at all meetings of stockholders of the Company at which directors will be elected so that all shares of Common Stock Beneficially Owned by such Founder may be counted for the purposes of determining the presence of a quorum at such meeting. Each Founder shall not grant any proxies, enter into any agreement or arrangement or nominate any individuals for election to the Board or take any other action with respect to shares of Common Stock that are Beneficially Owned by such Founder that would be inconsistent with his or her obligations, or that would provide any third party with the ability to exercise his or her rights, under this Agreement.

(b)    Each Founder hereby irrevocably and unconditionally grants to, and appoints, the Company or any designee thereof as such Founder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Founder, to vote or cause to be voted (including by proxy or written consent, if applicable) all shares of Common Stock Beneficially Owned by such Founder as provided in Section 3.3(a). Each Founder hereby affirms that the irrevocable proxy set forth in this Section 3.3(b) is given in connection with the execution of the Contribution Agreement, the Psyop, Inc. Merger Agreement and the Psyop Services Member Consent, and that such irrevocable proxy is given to secure the performance of the duties of such Founder under this Agreement. Each Founder hereby further affirms that the irrevocable proxy set forth in this Section 3.3(b) is coupled with an interest and, except upon the time the Founders, collectively, cease to hold at least 15% of the outstanding Common Stock, is intended to be irrevocable.

(c)    From and after such time as the Founders, collectively, cease to hold at least 15% of the outstanding Common Stock, this Section 3.3 shall be of no further force or effect.

3.4    Founders Observer. So long as the Founders, collectively, hold at least 15% of the outstanding Common Stock, the Founders Committee shall have the right to appoint one observer (the “Founders Observer”) to the Board who shall be reasonably acceptable to the Company. The Founders Observer shall be permitted to attend and observe all meetings (other than executive sessions) of (a) the Board and (b) if the Founders’ Designee does not serve on the Nominating Committee, the Nominating Committee. The Founders Observer shall not have the right to vote on any matter that comes before the Board or the Nominating Committee. The Founders Observer shall receive copies of all written materials distributed to the Board and shall receive notice of each meeting or action by written consent of the Board at the same time and in the same manner as notice is given to the Board. If the Founders’ Designee does not serve on the Nominating Committee, the Founders Observer shall receive copies of all written materials distributed to the Nominating Committee and shall receive notice of each meeting or action by written consent of the Nominating Committee at the same time and in the same manner as notice is given to the Nominating Committee. Notwithstanding the foregoing, the Company shall be entitled to withhold any information from the Founders Observer and exclude the Founders Observer from any meeting, or any portion thereof, (i) if the Company determines that such withholding or exclusion is reasonably necessary to preserve attorney-client privilege, to protect highly confidential competitively sensitive information or for other similar reasons, or (ii) if the Company believes in good faith that the Founders Observer has a conflict of interest. As a condition to the appointment of the Founders Observer, such Founders Observer shall execute a confidentiality agreement with the Company in customary form with respect to the information and discussions to which the Founders Observer will have access. From and after such time as the Founders, collectively, cease to hold at least 15% of the outstanding Common Stock, the foregoing provisions of this Section 3.4 shall be of no further force or effect (except that such confidentiality agreement shall survive in accordance with its terms).

 

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ARTICLE IV

ASTRO’S BOARD RIGHTS

4.1    Astro Designee.

(a)    So long as Astro holds more than 5% of the outstanding Common Stock, Astro shall have the right to nominate one person (the “Astro Designee”) for election to the Board. If Astro has the right to so nominate the Astro Designee in a given year, (i) the Board shall, as promptly as practicable after receipt of notice from Astro that it is exercising such right of nomination, appoint the Astro Designee to the Board in the class of directors in which the Astro Designee is required to be nominated for election by the Company under clause (ii), and (ii) the Company shall, at the annual meeting of stockholders of the Company during such year, nominate the Astro Designee for election, and the Board shall recommend the Astro Designee for election; provided, however, that, in the case of each of clause (i) and (ii), (A) such Astro Designee satisfies all then-applicable independence and other requirements of membership on a board of directors and each of its committees imposed by the rules of the Principal Market (including the

 

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requirements of Rule 10A-3(b)(1)(ii) under the Exchange Act), (B) such Astro Designee shall be reasonably acceptable to the Nominating Committee, (C) rather than appointing the Astro Designee to the Board in the class of directors up for election in the year Astro exercises its right of nomination, in its sole discretion, the Board may appoint such Astro Designee to another class of directors so that the number of directors in each class is as nearly equal as possible and (D) the Company must receive timely notice of such nomination. To be timely, Astro’s notice of its nomination must be received by the Company not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by Astro to be timely must be received by the Company not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which Public Disclosure of the date of such annual meeting was first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of timely notice as described above. As a condition to such nomination by Astro, the Astro Designee must complete and submit to the Board any questionnaires that the Company requires of its directors generally and submit any other information that the Company or the Nominating Committee reasonably requests in connection with the Company’s obligations under the Securities Laws or in connection with the satisfaction of the Nominating Committee’s fiduciary duties.

(b)    If, following election to the Board, the Astro Designee resigns or is removed or his or her seat on the Board otherwise becomes vacant and Astro still has the right to nominate the Astro Designee for election to the Board pursuant to Section 4.1(e), then Astro shall be entitled to designate a replacement Astro Designee reasonably acceptable to the Nominating Committee and the Board, and the Board shall elect such replacement Astro Designee to the Board for the remainder of the term of the replaced Astro Designee and until such replacement’s successor shall have been elected and qualified. In determining whether such replacement Astro Designee is reasonably acceptable, the Nominating Committee and the Board may consider, among other things, whether the designation of such replacement is consistent with the exercise of their fiduciary duties.

(c)    So long as Astro holds more than 5% of the outstanding Common Stock and the Astro Designee is a member of the Board, Astro may designate the Astro Designee to serve on the Audit Committee of the Board and the Board shall accept such designation, provided that such Astro Designee satisfies all then-applicable independence and other requirements of membership on a board of directors and an audit committee (or similar committee) imposed by the rules of the Principal Market (including the requirements of Rule 10A-3(b)(1)(ii) under the Exchange Act).

(d)    In the event that Astro ceases to hold more than 5% of the outstanding Common Stock during the term of the Astro Designee as a director, if requested by the Board, Astro shall use reasonable best efforts to have the Astro Designee resign as a director and any failure of the Astro Designee to so resign at such time shall constitute “cause” for removal of such director by the other members of the Board. As a condition to the nomination of the Astro Designee, such Astro Designee shall execute and deliver to the Board an irrevocable letter of resignation to be deemed tendered upon the date that Astro ceases to hold more than 5% of the outstanding Common Stock.

(e)    From and after the date that Astro ceases to hold more than 5% of the outstanding Common Stock, the foregoing provisions of this Section 4.1 (other than Section 4.1(d)) shall be of no further force or effect.

 

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4.2    Voting Agreement.

(a)    From the date of on which Astro first exercises its right pursuant to Section 4.1(a) to nominate an Astro Designee to the Board and for so long as an Astro Designee serves on the Board and Astro holds more than 5% of the outstanding Common Stock, Astro covenants to, and agrees with, the Company that it will take all actions so that, (i) on any action to elect any director of the Company, all of the shares of Common Stock that are Beneficially Owned by Astro shall be voted (or consented) in favor of any nominee to the Board recommended by the Board; and (ii) Astro shall be present, in person or by proxy, at all meetings of stockholders of the Company at which directors will be elected so that all shares of Common Stock Beneficially Owned by Astro may be counted for the purposes of determining the presence of a quorum at such meeting. Astro shall not grant any proxies, enter into any agreement or arrangement or nominate any individuals for election to the Board or take any other action with respect to shares of Common Stock that are Beneficially Owned by Astro that would be inconsistent with its obligations, or that would provide any third party with the ability to exercise its rights, under this Agreement.

(b)    Astro hereby irrevocably and unconditionally grants to, and appoints, the Company or any designee thereof as Astro’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Astro, to vote or cause to be voted (including by proxy or written consent, if applicable) all shares of Common Stock Beneficially Owned by Astro as provided in Section 4.2(a). Astro hereby affirms that the irrevocable proxy set forth in this Section 4.2(b) is given in connection with the execution of the AADE Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Astro under this Agreement. Astro hereby further affirms that the irrevocable proxy set forth in this Section 4.2(b) is coupled with an interest and, except upon the time this Section 4.2 ceases to have further force and effect under Section 4.2(c), is intended to be irrevocable.

(c)    Upon the date that Astro ceases to hold more than 5% of the outstanding Common Stock, this Section  4.2 shall be of no further force or effect.

4.3    Astro Observer.

(a)    So long as Astro holds more than 5% of the outstanding Common Stock, Astro shall have the right to appoint one observer (the “Astro Observer”) to each committee of the Board (other than the Audit Committee) who shall be reasonably acceptable to the Company. The Astro Observer shall be permitted to attend and observe all meetings (other than executive sessions) of each committee of the Board (other than the Audit Committee). The Astro Observer shall not have the right to vote on any matter that comes before the Board or any committee thereof. The Astro Observer shall receive copies of all written materials distributed to each committee of the Board (other than the Audit Committee) and shall receive notice of each meeting or action by written consent of each such committee at the same time and in the same manner as notice is given to such committee. Notwithstanding the foregoing, the Company shall be entitled to withhold any information from the Astro Observer and exclude the Astro Observer from any meeting, or any portion thereof, (i) if the Company determines that such withholding or exclusion is reasonably necessary to preserve attorney-client privilege, to protect highly confidential competitively sensitive information or for other similar reasons, or (ii) if the Company believes in good faith that the Astro Observer has a conflict of interest.

(b)    From and after the date that Astro ceases to hold more than 5% of the outstanding Common Stock through the date that Astro ceases to hold at least 50% of the shares of Common Stock issued to it pursuant to the AADE Merger Agreement, Astro shall have the right to appoint the Astro Observer to the Board who shall be reasonably acceptable to the Company. The Astro Observer shall be permitted to attend and observe all meetings (other than executive sessions) of the Board and each committee thereof. The Astro Observer shall not have the right to vote on any matter that comes before the

 

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Board or any committee thereof. The Astro Observer shall receive copies of all written materials distributed to the Board and each committee thereof and shall receive notice of each meeting or action by written consent of the Board and each committee thereof at the same time and in the same manner as notice is given to the Board or such committee. Notwithstanding the foregoing, the Company shall be entitled to withhold any information from the Astro Observer and exclude the Astro Observer from any meeting, or any portion thereof, (i) if the Company determines that such withholding or exclusion is reasonably necessary to preserve attorney-client privilege, to protect highly confidential competitively sensitive information or for other similar reasons, or (ii) if the Company believes in good faith that the Astro Observer has a conflict of interest.

(c)    As a condition to the appointment of the Astro Observer, such Astro Observer shall execute a confidentiality agreement with the Company in customary form with respect to the information and discussions to which the Astro Observer will have access.

(d)    From and after such time as Astro ceases to hold more than 5% of the outstanding Common Stock, the provisions of this Section 4.3(a) shall be of no further force or effect. From and after such time as Astro ceases to hold at least 50% of the shares of Common Stock issued to it pursuant to the AADE Merger Agreement, the provisions of Section 4.3(b) and 4.3(c) shall be of no further force or effect (except that the confidentiality agreement described above shall survive in accordance with its terms).

ARTICLE V

ACCESS RIGHTS

5.1    Access. So long as the Founders, collectively, hold at least 25% of the outstanding Common Stock, each member of the Founders Committee will have reasonable access, during normal business hours, with reasonable prior notice and so long as such access does not interfere with the operations of the Company or its subsidiaries, (a) to examine and make copies (at the Company’s expense) of the books and records of the Company and its subsidiaries, and (b) to the Chief Executive Officer and the Chief Financial Officer of the Company (or their respective designee) to discuss the affairs, finances and operations of the Company and its subsidiaries, in each case, subject to such member’s entry into a confidentiality agreement with the Company in customary form. Notwithstanding the foregoing, the Company may place reasonable limitations on books and records that may be copied (e.g., in the case of sensitive information the dissemination of which could cause competitive harm to the Company or its subsidiaries). The Founders Committee shall be permitted to disclose information obtained from such access to another Founder; provided that such Founder enters into a confidentiality agreement with the Company in customary form.

5.2    Termination. From and after such time as the Founders, collectively, cease to hold at least 25% of the outstanding Common Stock, Section 5.1 shall be of no further force or effect (except that the confidentiality agreement described above shall survive in accordance with its terms). Furthermore, but without limiting the foregoing, the Founders Committee may irrevocably elect to terminate its rights under Section 5.1 at any time by written notice to the Company.

ARTICLE VI

FOUNDERS’ LOCK-UP

6.1    Founders Lock-Up.

(a)    Except as provided in Section 6.1(b), Section 6.1(c) and Section 6.1(d), each Founder shall not, without the prior written consent of the Board, which consent may be withheld for any

 

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or no reason, directly or indirectly, (i) offer, pledge, hypothecate, sell, contract to sell, enter any agreement to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of Common Stock he or she receives pursuant to the Contribution Agreement, the Psyop, Inc. Merger Agreement and/or the Psyop Services Member Consent (or as a result of a stock dividend, stock split or recapitalization relating thereto), or any interest therein (with respect to each Founder, the “Founder Shares”), (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of any Founder Shares, whether any such transaction is to be settled by delivery of Founder Shares or other securities, in cash or otherwise (each of the foregoing in clause (i) and clause (ii), a “Transfer”) or (iii) file any registration statement under the Securities Act with respect to any of the foregoing.

(b)    Notwithstanding the provisions of Section 6.1(a), each Founder may Transfer his or her Founder Shares without the consent of the Board according to the following schedule:

(i)    during the first six months after the date of this Agreement, none of the Founder Shares;

(ii)    during the period from the six-month anniversary of the date of this Agreement through the 18-month anniversary of such date (such 18-month anniversary, the “Initial Release Date”), up to 25% of the aggregate number of Founder Shares originally issued to such Founder;

(iii)    during the period from the Initial Release Date through the 30-month anniversary of the date of this Agreement (such 30-month anniversary, the “Second Release Date”), up to 50% of the aggregate number of Founder Shares originally issued to such Founder (less the aggregate number of Founder Shares Transferred by such Founder under Section 6.1(b)(ii));

(iv)    during the period from the Second Release Date through the date that is the 36-month anniversary of the date of this Agreement (such 36-month anniversary, the “Third Release Date”), up to 75% of the aggregate number of Founder Shares originally issued to such Founder (less the aggregate number of Founder Shares Transferred by such Founder pursuant to Section 6.1(b)(ii) or Section 6.1(b)(iii)); and

(v)    after the Third Release Date, up to 100% of the aggregate number of Founder Shares originally issued to such Founder (less the aggregate number of Founder Shares Transferred by such Founder pursuant to Section 6.1(b)(ii), Section 6.1(b)(iii) or Section 6.1(b)(iv)).

(c)    Notwithstanding the provisions of Section 6.1(a), each Founder may Transfer his or her Founder Shares to his or her Immediate Family Members, to his or her former spouse in connection with any marital separation, asset allocation agreement or qualified domestic relations order, to a trust established for the benefit of such Founder or his or her Immediate Family Members, to an entity owned, directly or indirectly, by such a trust, to a beneficiary of his or her will through a disposition under such will or to an intestate heir in the absence of a will; provided that, in each case, the transferee enters into a joinder to this Agreement in form and substance reasonably satisfactory to the Company (and the addition of such transferee as a party to this Agreement shall not be deemed to be an amendment or modification to this Agreement). Transfers of Founder Shares by a Founder and any of the foregoing transferees will be aggregated for purposes of the schedule described in Section 6.1(b).

 

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(d)    Notwithstanding the provisions of Section 6.1(a)(iii), after the expiration of the Lock-up Agreement a Founder has entered into in connection with the Company’s initial public offering, such Founder may exercise the right to request the Company file a shelf registration statement in accordance with Section 7.2(a) with respect to all of his or her Founder Shares; provided that such Founder does not Transfer any Founder Shares pursuant to such shelf registration statement (or otherwise) in violation of this Article VI and the shelf registration statement clearly describes the restrictions on Transfer provided in this Article VI.

(e)    From time to time, upon the request of the Company, each Founder shall confirm to the Company in writing the number of shares of Common Stock he or she (or a transferee thereof) has Transferred pursuant to each of the clauses of Section 6.1(b).

6.2    Stock Transfer Instructions; Prohibited Transfers. Each Founder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the Transfer of any of his or her Founder Shares, except in compliance with this Agreement. In the event a Founder attempts to Transfer his or her Founder Shares in violation of this Article VI, such Transfer shall be void ab initio.

6.3    Legend. Each Founder acknowledges and agrees that all of his or her Founder Shares will be held in certificated form so long as such Founder Shares are subject to the restrictions on Transfer set forth in Section 6.1. Each Founder understands and agrees that the Company will cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of his or her Founder Shares, which shall be in addition to any restricted legend included thereon under the Securities Act:

“The securities represented by this certificate are subject to a Stockholders’ Agreement dated as of [                    ], 2019, by and between PCI Media, Inc. and the Stockholders identified therein, and any sale, transfer, assignment or other disposition of such securities is subject to such Stockholders’ Agreement.”

6.4    New Certificates. Upon surrender to the Company or its transfer agent of any certificate representing any Founder Shares transferred in accordance with Section 6.1(b), the Company shall promptly cause to be issued:

(a)    to the transferee or transferees of such Founder Shares one or more certificates without the legend set forth in Section 6.3, and

(b)    to the holder of Founder Shares represented by such certificates so surrendered one certificate representing such Founder Shares, if any, as shall not have been so transferred, with the legend set forth in Section 6.3.

ARTICLE VII

REGISTRATION RIGHTS

7.1    Demand Registrations.

(a)    Upon the terms and subject to the conditions hereof, and subject to Article VI, Section 7.4(a) and the provisions of the Lock-up Agreements, if (i) a Majority-in-Interest of the Stockholders (other than Astro) or (ii) Astro requests in writing registration under the Securities Act of any of their Registrable Securities (a “Registration”), which request specifies the approximate number of Registrable Securities requested to be registered, then within 10 days after receipt of any such request, the

 

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Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in the Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. The registration requested pursuant to this Section 7.1(a) is referred to herein as a “Demand Registration.”

(b)    Not more than one Demand Registration in any one year period and not more than two Demand Registrations, in the aggregate, may be required of the Company pursuant to this Section 7.1. No request for a Demand Registration shall be permitted unless the Registrable Securities sought to be included in such Demand Registration have an aggregate expected market value of at least $2,000,000 (as determined in good faith by the Board). A registration shall not count as a Demand Registration until the registration statement relating thereto has become effective, and any Registration shall not count as a Demand Registration unless the initiating holder or holders of Registrable Securities are able to register and sell at least 70% of the Registrable Securities requested to be included in such registration.

(c)    Notwithstanding anything to the contrary in Section 7.1(a), if a Demand Registration is an underwritten offering and the managing underwriter(s) in such offering advise the Company in writing that in their opinion the number of Registrable Securities and other securities requested to be included in such offering, exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities covered by such registration, the Company shall include in the offering, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which, in the opinion of the managing underwriter(s), can be sold in an orderly manner within the price range of the offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities requested to be registered by each such holder; provided, that if the number of Registrable Securities to be included in the offering is less than 85% of the number requested to be so included, the holders of 6623% of Registrable Securities covered by such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, the Demand Registration shall not count as a permitted Demand Registration hereunder, and the Company shall pay all Registration Expenses in connection with the withdrawn registration.

(d)    Notwithstanding anything to the contrary in Section 7.1(a), the Company shall not be obligated to effect any Demand Registration within six months after the effective date of a registration statement for a registration demanded by the holders of registration rights in which the holders of Registrable Securities were given piggyback rights pursuant to Section 7.3 and in which there was no reduction in the number of Registrable Securities requested to be included in such registration (except to the extent permitted under the provisions of Section 7.1(c) if such registration was treated as a Demand Registration for purposes of such provisions). The Company may postpone, for up to three months in any 12 month period, the filing or the effectiveness of a registration statement for a Demand Registration if the Board determines in good faith that it is reasonably foreseeable that the Demand Registration would have a material adverse effect on the Company or if the Company determines that it is required to disclose in the Demand Registration a financing, acquisition, corporate reorganization or other similar corporate transaction or other material event or circumstance affecting the Company or its securities, and that such disclosure of such information at such time would be seriously detrimental to the Company; provided, that, in such event, the holders of 6623% of Registrable Securities covered by the Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, the Demand Registration shall not count as a permitted Demand Registration hereunder, and the Company shall pay all Registration Expenses in connection with the withdrawn registration. Notwithstanding anything in this Agreement to the contrary, during any postponement pursuant to the immediately preceding sentence, the Company shall not be permitted to file a registration statement, to register for sale, or to conduct any registered securities offering (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders, in each case, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar successor form or another form used for a purpose similar to the intended use of such forms.

 

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(e)    If a Demand Registration is an underwritten offering, the Company shall have the right to select the underwriters for such offering.

7.2    Shelf Registration.

(a)    Subject to Article VI, Section 7.4(a) and the provision of the Lock-up Agreements, and further subject to the Company’s eligibility to use a registration statement on Form S-3 (“Form S-3”), the Company shall, within 30 days of a written request from (i) a Majority-in-Interest of the holders of Registrable Securities other than Astro or (ii) Astro, use commercially reasonable efforts to file with the Commission a shelf registration statement on Form S-3 pursuant to Rule 415 under the Securities Act for the offer and sale of the Registrable Securities by the requesting holders and, thereafter, shall use commercially reasonable efforts to cause such registration statement to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. Within 10 days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. The registration requested pursuant to this Section 7.2(a) is referred to herein as a “Shelf Registration”. The Company may, not more than once in any 12 month period, postpone for up to three months the filing or the effectiveness of a registration statement for a Shelf Registration if the Board determines in good faith that it is reasonably foreseeable that the Shelf Registration would have a material adverse effect on the Company or if the Company determines that it is required to disclose in the Shelf Registration a financing, acquisition, corporate reorganization or other similar corporate transaction or other material event or circumstance affecting the Company or its securities, and that such disclosure of such information at such time would be seriously detrimental to the Company and its stockholders. Notwithstanding anything in this Agreement to the contrary, during any postponement pursuant to the immediately preceding sentence, the Company shall not be permitted to file a registration statement, to register for sale, or to conduct any registered securities offering (including any “take-downs” off of an effective shelf registration statement) of, any of its securities either for its own account or the account of any security holder or holders, in each case, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar successor form or another form used for a purpose similar to the intended use of such forms.

(b)    The Company shall use commercially reasonable efforts to keep the Form S-3 for a Shelf Registration continuously effective until the earlier of (i) one year after the Form S-3 is declared effective and (ii) the date on which there are no Registrable Securities registered thereunder.

(c)    Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time by providing written notice to the holders of Registrable Securities, to require the holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration for a reasonable period of time not to exceed 90 days in succession or 180 days in the aggregate in any 12 month period (a “Suspension Period”) if the Company shall determine that it is required to disclose in the Shelf Registration a financing, acquisition, corporate reorganization or other similar corporate transaction or other material event or circumstance affecting the Company or its securities, and that such disclosure of such information at such time would be seriously detrimental to the Company and its stockholders. Immediately upon receipt of such notice, the holders of Registrable Securities covered by the Shelf Registration shall suspend the use of the prospectus for such Shelf Registration until requisite

 

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changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the Public Disclosure of such information or, if earlier, at such time as the Company determines that disclosure of such information would not be seriously detrimental to the Company and its stockholders. After the expiration of any Suspension Period and without any further request from a holder of Registrable Securities, the Company shall as promptly as reasonably practicable prepare a post-effective amendment to the registration statement or a supplement to the prospectus for the Shelf Registration or file any other required document to the extent necessary so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be permitted to file a registration statement to register for sale, or to conduct any registered securities offering (including any “take-downs” off of an effective shelf registration statement) of, any of its securities, either for its own account or the account of any such security-holder during a Suspension Period, in each case, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar successor form or another form used for a purpose similar to the intended use of such forms.

7.3    Piggyback Registrations.

(a)    Subject to Article VI, Section 7.4(a) and the provision of the Lock-up Agreements, whenever the Company proposes to register (including for this purpose a registration effected by the Company for holders of securities other than holders of Registrable Securities) any of its Equity Securities for cash under the Securities Act and the registration statement to be used may be used for the registration of Registrable Securities (excluding, without limitation, a registration statement on Form S-4 or Form S-8 or any similar successor form or another form used for a purpose similar to the intended use of such forms) (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of the Company’s intention to effect such a registration and shall include in the registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. The Company shall have the right to terminate or withdraw any Piggyback Registration initiated under this Section 7.3 prior to the effectiveness of the registration statement related thereto whether or not any holder has elected to include Registrable Securities in such Piggyback Registration.

(b)    If a Piggyback Registration is an underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in the Piggyback Registration and securities requested to be included in the Piggyback Registration pursuant to other registration rights granted by the Company pro rata among the holders of such Registrable Securities and other securities on the basis of the number of securities requested to be registered by each such holder, and (iii) third, such other securities requested to be included in the Piggyback Registration.

(c)    If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’s securities and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in the Piggyback Registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting the Piggyback Registration, the Company shall include in such Piggyback Registration (i) first, the securities requested to be included in the Piggyback Registration pursuant to

 

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demand registration rights granted by the Company, and (ii) second, the Registrable Securities requested to be included in the Piggyback Registration and securities requested to be included in the Piggyback Registration pursuant to other piggyback registration rights granted by the Company pro rata among the holders of such Registrable Securities and such other securities on the basis of the number of shares requested to be registered by each such holder.

(d)    If any Piggyback Registration is an underwritten offering, the Company shall select the underwriters for the offering.

7.4    Underwriters Lock-Up Agreements.

(a)    Each Stockholder agrees in connection with any underwritten offering of securities of the Company (whether or not such Stockholder is participating in such offering) not to effect (other than pursuant to such offering) any sale, transfer or distribution of the securities of the Company, including any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale or otherwise dispose of any securities of the Company, or any securities convertible into or exchangeable or exercisable for any such securities, without the prior written consent of the managing underwriter(s) for such offering for a customary period to be determined by such managing underwriter(s); provided that such restrictions shall not exceed 90 days after the consummation of the offering. Each Stockholder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such managing underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto; provided that if such Stockholder fails to execute and deliver such other agreements, each Stockholder agrees that the restrictions imposed by this Section 7.4(a) shall be specifically enforceable by the Company and such underwriters. The Company may impose stop transfer instructions and may stamp each such certificate with appropriate legends with respect to the securities of the Company subject to the foregoing restriction until the end of the applicable restricted period.

(b)    To the extent requested by the managing underwriter(s) for any underwritten offering of securities of the Company, the Company agrees not to effect (other than pursuant to such offering) any sales of securities of the Company, or make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale or otherwise dispose of any securities of the Company, or any securities convertible into or exchangeable or exercisable for any such securities, without the prior written consent of such managing underwriter(s); provided that such restrictions shall not exceed 90 days after the consummation of the offering. If requested by such managing underwriter(s), the Company agrees to use commercially reasonable efforts to cause each director and executive officer of the Company to agree to restrictions on the sale, transfer or distribution of securities of the Company substantially similar to those contained in the first sentence of Section 7.4(a).

7.5    Registration Procedures.

(a)    Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Article VII, the Company shall use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(i)    Prepare and, in the case of a Demand Registration, no later than 60 days after a request for a Demand Registration, file with the Commission, a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause the registration statement to become effective and remain effective until the earlier of (A) the date

 

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when all Registrable Securities covered by the registration statement have been sold, or (B) other than in the case of a Shelf Registration, 180 days from the effective date of the registration statement; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by the registration statement copies of all such documents proposed to be filed to the extent specifically requested by such counsel, including documents that are to be incorporated by reference into the registration statement, amendment or supplement, which documents shall be subject to the review of such counsel, and which proposed registration statement or amendment or supplement thereto shall not be filed by the Company if the holders of a majority of the Registrable Securities covered by the registration statement, amendment or supplement reasonably object to such filing and; provided, further, that the period for the preparation and filing of a Demand Registration shall be 90 days if a request for a Demand Registration is made in the first 45 days of any year, and the Company cannot file such Demand Registration without audited financial statements for the prior calendar year under the rules of the Commission;

(ii)    Prepare and file with the Commission such amendments and supplements to the registration statement and the prospectus used in connection therewith as may be necessary to keep the registration statement effective for the period referred to in Section 7.2(b) or Section 7.5(a)(i) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in the registration statement;

(iii)    Furnish to each seller of Registrable Securities such number of copies of the registration statement, each amendment and supplement thereto, the prospectus included in the registration statement (including each preliminary prospectus) and such other documents as such holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holder;

(iv)    Use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such domestic jurisdictions as any holder thereof reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holder; provided, however, that the Company shall not be required to qualify to do business or file a general consent to service of process in any such jurisdiction;

(v)    Notify each holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such holder, the Company shall prepare a supplement or amendment to the prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

(vi)    Promptly notify the holders of Registrable Securities and the underwriters, if any, of the following events and (if requested by any such Persons) confirm such notification in writing: (A) the filing of the prospectus or any supplement thereto and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration

 

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statement or any post-effective amendment thereto, the declaration of the effectiveness of such document (unless they become automatically effective upon filing); (B) any written comments by the Commission or any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (C) the issuance or, to the knowledge of the Company, threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purpose;

(vii)    Cause all such Registrable Securities to be listed on each securities exchange on which securities of the same class issued by the Company are then listed;

(viii)    Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(ix)    Enter into such customary agreements (including, without limitation, underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

(x)    Upon execution of a confidentiality agreement in form and substance reasonably satisfactory to the Company, make available for inspection by any holder of Registrable Securities, any underwriter participating in any disposition pursuant to the registration statement and any attorney, accountant or other agent retained by any such holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such holder, underwriter, attorney, accountant or agent in connection with the registration statement, in each case, as shall be reasonably necessary or desirable to enable such holder or underwriter to maintain a due diligence defense in connection with the registration;

(xi)    Otherwise comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(xii)    Make every commercially reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and, in the event of the issuance of any such stop order, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any security included in such registration statement for sale in any jurisdiction, the Company shall use commercially reasonable efforts promptly to obtain the withdrawal of such order;

(xiii)    Use commercially reasonable efforts to cause such Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities under “blue sky” laws as may be necessary to enable the holders thereof to consummate the disposition of such Registrable Securities;

 

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(xiv)    Cooperate with the selling holders of Registrable Securities and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such lots and registered in such names as the underwriters may request at least two Business Days prior to any delivery of Registrable Securities to the underwriters;

(xv)    Make available on a reasonable basis senior management personnel of the Company to participate in, and cause them to cooperate with the managing underwriter(s) in any underwritten offering in connection with “road show” and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in the underwritten offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary registered offering of its capital stock;

(xvi)    Provide a CUSIP number for all Registrable Securities not later than the effective date of the registration statement; and

(xvii)    In connection with an underwritten offering, (A) make such representations and warranties to the selling holders of such Registrable Securities and the underwriters with respect to the Registrable Securities and the registration statement as are customarily made by issuers to selling holders or underwriters, as applicable, in comparable offerings, (B) obtain opinions of counsel to the Company (which counsel and which opinions shall be reasonably satisfactory to the underwriters) addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such underwriters or their counsel, (C) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters by underwriters in connection with primary underwritten offerings, and (D) deliver such documents and certificates as may be reasonably requested by the underwriters to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company.

(b)    Registration Expenses.

(i)    All expenses incident to the Company’s performance of or compliance with this Article VII, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), shall be borne by the Company, and the Company shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any D&O liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which such securities are listed.

(ii)    In connection with each Demand Registration, each Shelf Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities

 

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covered by such registration for the reasonable fees and disbursements of one counsel to all holders of Registrable Securities which shall be chosen by the holders of a majority of the Registrable Securities covered by such registration (which in no event shall exceed $50,000 in the aggregate for each such registration).

(iii)    To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder shall pay those expenses allocable to the registration of the holder’s securities so included, and any expenses not so allocable shall be borne by all sellers of securities included in the registration in proportion to the aggregate selling price of the securities to be so registered.

7.6    Indemnification.

(a)    The Company agrees to indemnify, to the fullest extent permitted by law, each holder of Registrable Securities, its Affiliates and their respective officers, directors, employees and agents, as the case may be, and each Person who controls the holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein as provided in Section 7.6(b). In connection with an underwritten offering, the Company shall, to the extent required in the applicable underwriting agreement, indemnify the underwriters, their officers and directors, as the case may be, and each Person who controls the underwriters (within the meaning of the Securities Act), to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b)    In connection with any registration statement in which a holder of Registrable Securities is participating, each holder shall furnish to the Company in writing information regarding such holder, the Registrable Securities and the intended method of distribution thereof for use in connection with any such registration statement or prospectus and as shall be reasonably required in connection with any registration, qualification or compliance required in connection with this Article VII and, to the fullest extent permitted by law, shall indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit furnished in writing by the holder specifically stating that it has been provided for inclusion in the registration statement and not corrected in a subsequent writing prior to the sale of the Registrable Securities; provided, that the obligation to indemnify shall be individual to each holder and shall be limited to the net amount of proceeds received by the holder from the sale of Registrable Securities pursuant to the registration statement.

(c)    Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in the indemnified party’s reasonable judgment a conflict of interest between the indemnified and the indemnifying parties may exist with respect to such claim, permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the

 

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indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by the indemnifying party with respect to such claim.

(d)    The indemnification provided for under this Article VII shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities and the termination of this Agreement.

(e)    The holders of Registrable Securities included on any registration statement agree that if, for any reason, the indemnification provisions contemplated by this Article VII are unavailable to or are insufficient to hold harmless any indemnified party in respect of all expenses, claims, losses, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of all such expenses, claims, losses, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of, and benefits derived by, the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 7.6(e) were determined (i) by pro rata allocation (even if the holders of Registrable Securities included on a registration statement or any agents for, or underwriters of, the Registrable Securities, or all of them, were treated as one entity for such purpose); or (ii) by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7.6(e). The amount paid or payable by an indemnified party as a result of the expenses, claims, losses, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include (subject to any limitations set forth thereon) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, the obligation for contribution hereunder shall be individual to each holder and shall be limited to the net amount of proceeds received by the holder from such sale of Registrable Securities pursuant to the registration statement.

7.7    Participation in Underwritten Registrations. No holder of Registrable Securities may participate in any registration hereunder which is underwritten unless the Person (a) agrees to accept the terms of the underwriting agreement as agreed upon by the Company and the underwriters selected in accordance with this Article VII, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements; provided, however, that this Section 7.7 will not require any holder of Registrable Securities to agree to any lock-up agreement or market standoff agreement other than those permitted by Section 7.4(a) and that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding the holder and the holder’s intended method of distribution.

 

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7.8    Reports Under The Securities Laws. With a view to making available to the holders of Registrable Securities the benefits of Rule 144, so long as any Registrable Securities are outstanding, the Company agrees to use commercially reasonable efforts to:

(a)    Make and keep public information available, as those terms are understood and defined in Rule 144, at all times subsequent to 90 days after the effective date of the registration statement covering the Company’s initial public offering;

(b)    File with the Commission in a timely manner (taking into account all valid extensions) all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it is subject to the reporting requirements; and

(c)    Furnish to any holder so long as the holder owns any of the Registrable Securities forthwith upon request a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the registration statement covering the Company’s initial public offering), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested by any the holder in availing itself of any rule or regulation of the Commission permitting the selling of any the securities without registration (except the Company need not provide such copies if they are publicly available on the Commissions EDGAR database).

7.9    Certain Limitations in Connection with Future Grants of Registration Rights. From and after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to the holder of registration rights unless the agreement (a) includes as a term the equivalent of Section 7.3(c); and (b) is otherwise not inconsistent with the rights granted to the holders of Registrable Securities in this Article VII.

7.10    Transfer Of Registration Rights. Provided that the Company is given written notice by the holder of Registrable Securities at the time of any transfer of Registrable Securities by the holder stating the name and address of the transferee of such Registrable Securities and identifying the Registrable Securities with respect to which the rights under this Article VII are being assigned, the rights of the Stockholders under this Article VII may be transferred (but only with the related obligations) at any time to (a) any Affiliate of such Stockholder or (b) any Immediate Family Member of such Stockholder, any trust established for the benefit of such Stockholder or his or her Immediate Family Members, an entity owned, directly or indirectly, by such a trust, any beneficiary of such Stockholder’s will through a disposition under such will or any intestate heir in the absence of a will; provided that, in each case, (i) such transfer of securities is in accordance with all applicable state and federal securities laws and regulations and with this Agreement and (ii) the transferee enters into a joinder to this Agreement in form and substance reasonably satisfactory to the Company (and the addition of such transferee as a party to this Agreement shall not be deemed to be an amendment or modification to this Agreement). In connection with any transfer by a holder of less than the entire amount of its Registrable Securities, such holder shall continue to control the rights hereunder but shall be entitled to include such transferee in any elections it makes under this Article VII. If a holder of Registrable Securities transfers all of its Registrable Securities, all rights hereunder shall be controlled by such transferee, if one, or by the transferee designated by the holder transferring such rights if more than one.

7.11    Reporting Sales and Shares Held. Each holder of Registrable Securities shall report to the Company sales made pursuant to any registration of such Registrable Securities. Furthermore, from time to time, upon the request of the Company, each Founder and Astro shall confirm to the Company in writing the number of shares of Common Stock held of record and Beneficially Owned by such Founder or Astro, as applicable.

 

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ARTICLE VIII

MISCELLANEOUS

8.1    Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice under this Section 8.1, and shall be either (a) delivered by hand, (b) sent by e-mail or (c) sent by Federal Express, DHL, UPS or another internationally recognized delivery service.

 

If to the Company:    PCI Media, Inc.
   523 Victoria Avenue
   Venice, California 90291
   Attention: Chief Executive Officer and Chief Financial Officer
   E-mail: hramsbottom@psyop.tv; tom@psyop.tv
With a copy to   
(which shall not constitute notice):    Latham & Watkins LLP
   140 Scott Drive
   Menlo Park, California 94025
   Attention: Anthony J. Richmond and David Zaheer
   E-mail: tony.richmond@lw.com; david.zaheer@lw.com

If to a Stockholder, to such Stockholder’s address as shown on its signature page to this Agreement.

All notices, requests, consents and other communications hereunder shall be deemed to have been given (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if by e-mail, on the day that receipt thereof has been acknowledged by electronic confirmation or otherwise or (iii) if sent by internationally recognized delivery service, on the day of actual receipt as reported by such delivery service.

8.2    Entire Agreement. This Agreement, including the schedule hereto, embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.

8.3    Amendments. Except as provided in Section 7.10, the terms and provisions of the Agreement may be modified, amended or waived, or consent for the departure from such terms and provisions may be granted, only by written consent of the Company, the Founders Committee and, with respect to Article IV and Article VII, the written consent of Astro; provided, however, that any modification, amendment or waiver that would adversely affect in any material respect a Stockholder in a manner materially disproportionate to other Stockholders shall also require the consent of such adversely and materially disproportionately impacted Stockholder. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

8.4    Parties in Interest. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto, their successors and permitted assigns and the indemnified persons under Section 7.6, any benefits, rights or remedies. Except as provided in Section 6.1(c) and Section 7.10, neither this Agreement nor the rights or obligations of any party hereto may be assigned or delegated without the prior written consent of the Company and the Founders Committee.

 

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8.5    Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of law principles thereof that would cause the application of the laws of any jurisdiction other than the State of Delaware.

8.6    Jurisdiction; Venue. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of Chancery Court of the State of Delaware (provided, that if, and only after, such court determines that it lacks subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States of America located in the State of Delaware or any of the courts of the State of Delaware) and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such courts, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in any such courts, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding in any such courts and (d) agrees that a final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

8.7    Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any legal action, suit or proceeding directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby.

8.8    Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.

8.9    Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or constructions of any of the terms or provisions hereof.

8.10    Interpretation.

(a)    Unless the context of this Agreement otherwise clearly requires, (i) references to the plural include the singular, and references to the singular include the plural, (ii) references to one gender include the other gender, (iii) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation,” (iv) the terms “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement refer to this Agreement as a

 

22


whole and not to any particular provision of this Agreement, (v) the terms “day” and “days” mean and refer to calendar day(s), (vi) the terms “year” and “years” mean and refer to calendar year(s) and (vii) all references to “the date hereof,” “the date of this Agreement” or similar terms refer to the date first above written, notwithstanding that the parties may have executed this Agreement on a later date.

(b)    Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) include and incorporate all exhibits, schedules and other attachments thereto, as amended, modified or supplemented, and (ii) a particular law, rule or regulation referenced herein means such law, rule or regulation as amended, modified, supplemented or succeeded. When a reference is made in this Agreement to Articles, Sections or any other subdivision, such reference is to an Article, a Section or other subdivision of this Agreement, unless otherwise indicated. When a reference is made in this Agreement to a party or parties, such reference is to parties to this Agreement, unless otherwise indicated. Unless otherwise specified, all references to “$” shall be deemed to be references to the lawful currency of the United States.

8.11    No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

8.12    Counterparts. This Agreement may be executed in counterparts (including by facsimile, e-mail or similar means of electronic communication), each of which shall be deemed an original and all of which together shall constitute one agreement.

8.13    Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

8.14    Specific Performance. The parties hereto agree that irreparable damage could occur and that the a party may not have any adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their terms or were otherwise breached. Accordingly, each party shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms, provisions and covenants contained therein, this being in addition to any other remedy to which they are entitled at law or in equity.

8.15    Effectiveness. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall be effective (a) with respect to each member of Psyop Media Company, LLC (other than AADE and Psyop, Inc.), at the Effective Time (as defined in the Contribution Agreement), (b) with respect to Astro, at the Effective Time (as defined in the AADE Merger Agreement), (c) with respect to the shareholders of Psyop, Inc. at the Effective Time (as defined in the Psyop, Inc. Merger Agreement) and (d) with respect to the members of Psyop Services, at the Effective Time (as defined in the Psyop Services Member Consent). If each of the foregoing Effective Times does not occur within 60 days of the date of this Agreement, this Agreement shall terminate on such date and shall be of no further force and effect.

(Signature pages follow)

 

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Executed as of the date first set forth above.

 

COMPANY:
PCI MEDIA, INC.
By:    
Name:  
Title:  
STOCKHOLDERS:
[SOLE STOCKHOLDER OF AADE]
By:    
Name:  
Title:  
Address and E-mail Address:
 

 

D. Hunt Ramsbottom, Jr.
Address and E-mail Address:
 

 

Thomas Boyle
Address and E-mail Address:
 

 

Hejung Marie Hyon
Address and E-mail Address:

 

[Signature page to Stockholders’ Agreement]


 

 

Kylie Matulick
Address and E-mail Address:
 

 

Eben Mears
Address and E-mail Address:
 

 

Robert Todd Mueller
Address and E-mail Address:
 

 

Marco Spier
Address and E-mail Address:
 

 

Laurent Ledru
Address and E-mail Address:
 

 

Neysa Horsburgh
Address and E-mail Address:

 

[Signature page to Stockholders’ Agreement]


 

 

Stuart McLean
Address and E-mail Address:
 

 

David Chontos
Address and E-mail Address:
 

 

Christopher Staves
Address and E-mail Address:

 

[Signature page to Stockholders’ Agreement]


SCHEDULE A

(to the Agreement)

Certain Definitions

AADE” means All Asia Digital Entertainment Inc., a Delaware corporation.

AADE Merger Agreement” is defined in the Preamble.

Affiliate” has the meaning given to such term in Rule 405 under the Securities Act.

Agreement” is defined in the Preamble.

Astro” means [__], the sole stockholder of AADE immediately prior to the closing under the AADE Merger Agreement.

Astro Designee” is defined in Section 4.1(a).

Astro Observer” is defined in Section 4.3.

Beneficially Own” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act). The terms “Beneficially Owned” and “Beneficially Owning” shall have correlative meanings.

Board” means the Board of Directors of the Company.

Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or Los Angeles are authorized by law to close.

Bylaws” means the Amended and Restated Bylaws of the Company, as amended from time to time.

Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Company, as amended from time to time.

Commission” means the Securities and Exchange Commission or any successor agency.

Common Stock” is defined in the Recitals.

Company” is defined in the Preamble.

Compensation Committee” means the Compensation Committee of the Board.

Contribution Agreement” is defined in the Preamble.

Demand Registration” is defined in Section 7.1(a).

Equity Securities” means shares of Common Stock and all securities convertible into or exercisable or exchangeable for Common Stock, and rights to purchase Common Stock or other equity interests in the Company, including any Equity Securities Equivalent.

 

Sched. A-1


Equity Security Equivalent” means any option, warrant, right or similar security or right convertible into, or exercisable or exchangeable for, Equity Securities.

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Form S-3” is defined in Section 7.2(a).

Founder Shares” is defined in Section 6.1(a).

Founders” means Hejung Marie Hyon, Kylie Matulick, Eben Mears, Robert Todd Mueller and Marco Spier.

Founders Committee” is defined in Section 2.1.

Founders’ Designee” is defined in Section 3.1(a).

Founders Observer” is defined in Section 3.4.

Immediate Family Members” means, with respect to an individual, his or her spouse, parents, siblings or children (by blood, marriage or adoption).

Initial Release Date” is defined in Section 6.1(b)(ii).

Lock-up Agreement” means the lock-up agreement each Stockholder has entered into with Roth Capital Partners, LLC in connection with the Company’s initial public offering.

Majority-in-Interest” means, with respect to any relevant group of Stockholders, Stockholders holding more than 50% of the shares of Common Stock held by such group.

Nominating Committee” means the Nominating and Corporate Governance Committee of the Board.

Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, or other entity.

Piggyback Registration” is defined in Section 7.3(a).

Principal Market” means the principal securities exchange on which the Common Stock is listed which, on the date of this Agreement, is The Nasdaq Capital Market.

Psyop, Inc.” means Psyop, Inc., a New York corporation.

Psyop, Inc. Merger Agreement” is defined in the Preamble.

Psyop Services” means Psyop Services, LLC, a New York limited liability company.

Psyop Services Member Consent” is defined in the Preamble.

 

Sched. A-2


Public Disclosure” means disclosure in a press release reported by a national news service or in a document publicly filed with or furnished to the Commission by the Company pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

Registrable Securities” means the shares of Common Stock issued to the Stockholders pursuant to the Contribution Agreement, but excluding any such shares of Common Stock then eligible for resale under Rule 144 or that are registered on a registration statement on Form S-8 (or any successor form). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement or (b) such securities have been transferred in a transaction in which the registration rights relating thereto cannot be assigned to the transferee in accordance with Section 7.10.

Registration” is defined in Section 7.1(a).

Registration Expenses” is defined in Section 7.5(b)(i).

Rule 144” means Rule 144 promulgated under the Securities Act or any successor rule thereto.

Second Release Date” is defined in Section 6.1(b)(iii).

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Securities Laws” means the Securities Act, the Exchange Act and the rules of any exchange on which the Common Stock is trading.

Shelf Registration” is defined in Section 7.2(a).

Stockholders” is defined in the Preamble.

Suspension Period” is defined in Section 7.2(c).

Third Release Date” is defined in Section 6.1(b)(iv).

Transfer” is defined in Section 6.1(a). “Transferred” shall have the correlative meaning.

 

Sched. A-3

EX-10.9 13 d631142dex109.htm EX-10.9 EX-10.9

Exhibit 10.9

PCI MEDIA, INC.

2019 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I.

PURPOSE

The purposes of this PCI Media, Inc. 2019 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of PCI Media, Inc., a Delaware corporation (the “Company”), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Code, and to help Eligible Employees provide for their future security and to encourage them to remain in the employment of the Company and its Designated Subsidiaries.

ARTICLE II.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. Masculine, feminine and neuter pronouns are used interchangeably and each comprehends the others.

2.1    “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article XI. The term “Administrator” shall refer to the Committee unless the Board has assumed the authority for administration of the Plan as provided in Article XI.

2.2    “Applicable Law” shall mean the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where rights under this Plan are granted.

2.3    “Board” shall mean the Board of Directors of the Company.

2.4    “Change in Control” means and includes each of the following:

(a)    A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b)    During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a


person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)    which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any portion of any right that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control with respect to such right (or portion thereof) must also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) to trigger the payment event for such right, to the extent required by Section 409A of the Code. The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

2.5    “Code” shall mean the Internal Revenue Code of 1986, as amended and the regulations issued thereunder.

2.6    “Common Stock” shall mean the common stock of the Company and such other securities of the Company that may be substituted therefor pursuant to Article VIII.

2.7    “Company” shall mean PCI Media, Inc., a Delaware corporation.

2.8    “Compensation” of an Eligible Employee shall mean the gross cash compensation received by such Eligible Employee as compensation for services to the Company or any Designated Subsidiary, including prior week adjustment, overtime payments, commissions and periodic bonuses but excluding vacation pay, holiday pay, jury duty pay, funeral leave pay, military leave pay, one-time bonuses (e.g., retention or sign on bonuses), education or tuition reimbursements, travel expenses,

 

2


business and moving reimbursements, income received in connection with any stock options, stock appreciation rights, restricted stock, restricted stock units or other compensatory equity awards, fringe benefits, other special payments and all contributions made by the Company or any Designated Subsidiary for the Employee’s benefit under any employee benefit plan now or hereafter established.

2.9    “Designated Subsidiary” shall mean any Subsidiary designated by the Administrator in accordance with Section 11.3(b).

2.10    “Effective Date” shall mean the date the Plan is adopted by the Board.

2.11    “Eligible Employee” shall mean an Employee who does not, immediately after any rights under this Plan are granted, own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of Common Stock and other stock of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code). For purposes of the foregoing sentence, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock that an Employee may purchase under outstanding options shall be treated as stock owned by the Employee; provided, however, that the Administrator may provide in an Offering Document that an Employee shall not be eligible to participate in an Offering Period if: (a) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code, (b) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of the Code (which service requirement may not exceed two years), (c) such Employee’s customary employment is for 20 hours or less per week, (d) such Employee’s customary employment is for less than five months in any calendar year and/or (e) such Employee is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase Common Stock under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase Common Stock under the Plan to such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Administrator in its sole discretion; provided, further, that any exclusion in clauses (a), (b), (c), (d) or (e) shall be applied in an identical manner under each Offering Period to all Employees, in accordance with Treasury Regulation Section 1.423-2(e).

2.12    “Employee” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company or any Designated Subsidiary. “Employee” shall not include any director of the Company or a Designated Subsidiary who does not render services to the Company or a Designated Subsidiary as an employee within the meaning of Section 3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three -month period.

2.13    “Enrollment Date” shall mean the first Trading Day of each Offering Period.

2.14    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.15    “Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows: (a) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as

 

3


reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (c) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion.

2.16    “Offering Document” shall have the meaning given to such term in Section 4.1.

2.17    “Offering Period” shall have the meaning given to such term in Section 4.1.

2.18    “Parent” shall mean any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.19    “Participant” shall mean any Eligible Employee who has executed a subscription agreement and been granted rights to purchase Common Stock pursuant to the Plan.

2.20    “Plan” shall mean this PCI Media, Inc. 2019 Employee Stock Purchase Plan, as it may be amended from time to time.

2.21    “Purchase Date” shall mean the last Trading Day of each Purchase Period.

2.22    “Purchase Period” shall refer to one or more periods within an Offering Period, as designated in the applicable Offering Document; provided, however, that, in the event no Purchase Period is designated by the Administrator in the applicable Offering Document, the Purchase Period for each Offering Period covered by such Offering Document shall be the same as the applicable Offering Period.

2.23    “Purchase Price” shall mean the purchase price designated by the Administrator in the applicable Offering Document (which purchase price shall not be less than 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower); provided, however, that, in the event no purchase price is designated by the Administrator in the applicable Offering Document, the purchase price for the Offering Periods covered by such Offering Document shall be 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower; provided, further, that the Purchase Price may be adjusted by the Administrator pursuant to Article VIII and shall not be less than the par value of a Share.

2.24    “Securities Act” shall mean the Securities Act of 1933, as amended.

2.25    “Share” shall mean a share of Common Stock.

2.26    “Subsidiary” shall mean any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the determination, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; provided, however, that a limited liability company or partnership may be treated as a Subsidiary to the extent either (a) such entity is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation being the sole owner of such entity, or (b) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary.

 

4


2.27    “Trading Day” shall mean a day on which national stock exchanges in the United States are open for trading.

ARTICLE III.

SHARES SUBJECT TO THE PLAN

3.1    Number of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted under the Plan shall be                  Shares. If any right granted under the Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such right shall again become available for issuance under the Plan.

3.2    Stock Distributed. Any Common Stock distributed pursuant to the Plan may consist, in whole or in part, of authorized and unissued Common Stock, treasury stock or Common Stock purchased on the open market.

ARTICLE IV.

OFFERING PERIODS; OFFERING DOCUMENTS; PURCHASE DATES

4.1    Offering Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase Common Stock under the Plan to Eligible Employees during one or more periods (each, an “Offering Period”) selected by the Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document” adopted by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate. The Administrator shall establish in each Offering Document one or more Purchase Periods during such Offering Period during which rights granted under the Plan shall be exercised and purchases of Shares carried out during such Offering Period in accordance with such Offering Document and the Plan. The provisions of separate Offering Periods under the Plan need not be identical.

4.2    Offering Documents. Each Offering Document with respect to an Offering Period shall specify (through incorporation of the provisions of this Plan by reference or otherwise):

(a)    the length of the Offering Period, which period shall not exceed 27 months;

(b)    the length of the Purchase Period(s) within the Offering Period;

(c)    the maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period, which, in the absence of a contrary designation by the Administrator, shall be 5,000 Shares;

(d)    in connection with each Offering Period that contains more than one Purchase Period, the maximum aggregate number of Shares which may be purchased by any Eligible Employee during each Purchase Period, which, in the absence of a contrary designation by the Administrator, shall be 5,000 Shares; and

(e)    such other provisions as the Administrator determines are appropriate, subject to the Plan.

 

5


ARTICLE V.

ELIGIBILITY AND PARTICIPATION

5.1    Eligibility. Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article V and the limitations imposed by Section 423(b) of the Code.

5.2    Enrollment in Plan.

(a)    Except as otherwise set forth in an Offering Document or determined by the Administrator, an Eligible Employee may become a Participant in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for such Offering Period (or such other date specified in the Offering Document) designated by the Administrator and in such form as the Company provides.

(b)    Each subscription agreement shall designate a whole percentage of such Eligible Employee’s Compensation to be withheld by the Company or the Designated Subsidiary employing such Eligible Employee on each payday during the Offering Period as payroll deductions under the Plan. The designated percentage may not be less than 1% and may not be more than the maximum percentage specified by the Administrator in the applicable Offering Document (which percentage shall be 10% in the absence of any such designation). The payroll deductions made for each Participant shall be credited to an account for such Participant under the Plan and shall be deposited with the general funds of the Company.

(c)    A Participant may decrease the percentage of Compensation designated in his or her subscription agreement, subject to the limits of this Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period; provided, however, that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections during each Offering Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator, a Participant shall be allowed two decreases and one suspension (but no increases) to his or her payroll deduction elections during each Offering Period with respect to such Offering Period). Any such change or suspension of payroll deductions shall be effective with the first full payroll period following seven business days after the Company’s receipt of the new subscription agreement (or such shorter or longer period as may be specified by the Administrator in the applicable Offering Document). In the event a Participant suspends his or her payroll deductions, such Participant’s cumulative payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next occurring Purchase Date and shall not be paid to such Participant unless he or she withdraws from participation in the Plan pursuant to Article VII.

(d)    Except as otherwise set forth in Section 5.8 or in an Offering Document or determined by the Administrator, a Participant may participate in the Plan only by means of payroll deduction and may not make contributions by lump sum payment for any Offering Period.

5.3    Payroll Deductions. Except as otherwise provided in the applicable Offering Document or Section 5.8, payroll deductions for a Participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which the Participant’s authorization is applicable, unless sooner terminated by the Participant as provided in Article VII or suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively.

5.4    Effect of Enrollment. A Participant’s completion of a subscription agreement will enroll such Participant in the Plan for each subsequent Offering Period on the terms contained therein until the Participant either submits a new subscription agreement, withdraws from participation under the Plan as provided in Article VII or otherwise becomes ineligible to participate in the Plan.

 

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5.5    Limitation on Purchase of Common Stock. An Eligible Employee may be granted rights under the Plan only if such rights, together with any other rights granted to such Eligible Employee under “employee stock purchase plans” of the Company, any Parent or any Subsidiary, as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase stock of the Company or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of the fair market value of such stock (determined as of the first day of the Offering Period during which such rights are granted) for each calendar year in which such rights are outstanding at any time. This limitation shall be applied in accordance with Section 423(b)(8) of the Code.

5.6    Decrease or Suspension of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 5.5 or the other limitations set forth in this Plan, a Participant’s payroll deductions may be suspended by the Administrator at any time during an Offering Period. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code, Section 5.5 or the other limitations set forth in this Plan shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date.

5.7    Foreign Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms applicable to Participants who are citizens or residents of a foreign jurisdiction, or who are employed by a Designated Subsidiary outside of the United States, as the Administrator may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Such special terms may not be more favorable than the terms of rights granted under the Plan to Eligible Employees who are residents of the United States. Moreover, the Administrator may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose. No such special terms, supplements, amendments or restatements shall include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.

5.8    Leave of Absence. During leaves of absence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) under the Code, a Participant may continue participation in the Plan by making cash payments to the Company on his or her normal payday equal to his or her authorized payroll deduction.

ARTICLE VI.

GRANT AND EXERCISE OF RIGHTS

6.1    Grant of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period shall be granted a right to purchase the maximum number of Shares specified under Section 4.2, subject to the limits in Section 5.5, and shall have the right to buy, on each Purchase Date during such Offering Period (at the applicable Purchase Price), such number of whole Shares as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to such Purchase Date and retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price (rounded down to the nearest Share). The right shall expire on the earlier of: (x) the last Purchase Date of the Offering Period, (y) last day of the Offering Period and (z) the date on which the Participant withdraws in accordance with Section 7.1 or Section 7.3.

6.2    Exercise of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and any other additional payments specifically provided for in the applicable Offering Document will be applied to the purchase of whole Shares, up to the maximum number of Shares

 

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permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase Price. No fractional Shares shall be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically provides otherwise. Any cash in lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase right will be carried forward and applied toward the purchase of whole Shares for the following Offering Period. Shares issued pursuant to the Plan may be evidenced in such manner as the Administrator may determine and may be issued in certificated form or issued pursuant to book-entry procedures.

6.3    Pro Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with respect to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the Enrollment Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan on such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase Common Stock are to be exercised pursuant to this Article VI on such Purchase Date, and shall either (i) continue all Offering Periods then in effect, or (ii) terminate any or all Offering Periods then in effect pursuant to Article IX. The Company may make pro rata allocation of the Shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional Shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date. The balance of the amount credited to the account of each Participant that has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase Date.

6.4    Withholding. At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, that arise upon the exercise of the right or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Participant.

6.5    Conditions to Issuance of Common Stock. The Company shall not be required to issue or deliver any certificate or certificates for, or make any book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the following conditions:

(a)    The admission of such Shares to listing on all stock exchanges, if any, on which the Common Stock is then listed;

(b)    The completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c)    The obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)    The payment to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights, if any; and

 

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(e)    The lapse of such reasonable period of time following the exercise of the rights as the Administrator may from time to time establish for reasons of administrative convenience.

ARTICLE VII.

WITHDRAWAL; CESSATION OF ELIGIBILITY

7.1    Withdrawal. A Participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used to exercise his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Company no later than two weeks prior to the end of the Offering Period (or such shorter or longer period specified by the Administrator in the Offering Document). All of the Participant’s payroll deductions credited to his or her account during an Offering Period shall be paid to such Participant as soon as reasonably practicable after receipt of notice of withdrawal and such Participant’s rights for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made for such Offering Period. If a Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the next Offering Period unless the Participant is an Eligible Employee and timely delivers to the Company a new subscription agreement.

7.2    Future Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in subsequent Offering Periods that commence after the termination of the Offering Period from which the Participant withdraws.

7.3    Cessation of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she shall be deemed to have elected to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to such Participant’s account during the Offering Period shall be paid to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 12.4, as soon as reasonably practicable, and such Participant’s rights for the Offering Period shall be automatically terminated.

ARTICLE VIII.

ADJUSTMENTS UPON CHANGES IN STOCK

8.1    Changes in Capitalization. Subject to Section 8.3, in the event that the Administrator determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), Change in Control, reorganization, merger, amalgamation, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, as determined by the Administrator, affects the Common Stock such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any outstanding purchase rights under the Plan, the Administrator shall make equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities or property) that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and the limitations established in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased); (b) the class(es) and number of Shares and price per Share subject to outstanding rights; and (c) the Purchase Price with respect to any outstanding rights.

 

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8.2    Other Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1 or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate (including without limitation any Change in Control), or of changes in Applicable Law or accounting principles, the Administrator, in its discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any right under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(a)    To provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding right with other rights or property selected by the Administrator in its sole discretion;

(b)    To provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(c)    To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the Plan and/or in the terms and conditions of outstanding rights and rights that may be granted in the future;

(d)    To provide that Participants’ accumulated payroll deductions may be used to purchase Common Stock prior to the next occurring Purchase Date on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering Period(s) shall be terminated; and

(e)    To provide that all outstanding rights shall terminate without being exercised.

8.3    No Adjustment Under Certain Circumstances. No adjustment or action described in this Article VIII or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to fail to satisfy the requirements of Section 423 of the Code.

8.4    No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to outstanding rights under the Plan or the Purchase Price with respect to any outstanding rights.

ARTICLE IX.

AMENDMENT, MODIFICATION AND TERMINATION

9.1    Amendment, Modification and Termination. The Administrator may amend, suspend or terminate the Plan at any time and from time to time; provided, however, that approval of the Company’s stockholders shall be required to amend the Plan to: (a) increase the aggregate number, or change the type, of shares that may be sold pursuant to rights under the Plan under Section 3.1 (other than an

 

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adjustment as provided by Article VIII); (b) change the corporations or classes of corporations whose employees may be granted rights under the Plan; or (c) change the Plan in any manner that would cause the Plan to no longer be an “employee stock purchase plan” within the meaning of Section 423(b) of the Code.

9.2    Certain Changes to Plan. Without stockholder consent and without regard to whether any Participant rights may be considered to have been adversely affected, to the extent permitted by Section 423 of the Code, the Administrator shall be entitled to change or terminate the Offering Periods, limit the frequency and/or number of changes in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of payroll withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion to be advisable that are consistent with the Plan.

9.3    Actions In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(a)    altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

(b)    shortening any Offering Period so that the Offering Period ends on a new Purchase Date, including an Offering Period underway at the time of the Administrator action; and

(c)    allocating Shares.

Such modifications or amendments shall not require stockholder approval or the consent of any Participant.

9.4    Payments Upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s Plan account shall be refunded as soon as practicable after such termination, without any interest thereon.

ARTICLE X.

TERM OF PLAN

The Plan shall be effective on the Effective Date. The effectiveness of the Plan shall be subject to approval of the Plan by the stockholders of the Company within 12 months following the date the Plan is first approved by the Board. No right may be granted under the Plan prior to such stockholder approval. No rights may be granted under the Plan during any period of suspension of the Plan or after termination of the Plan.

 

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ARTICLE XI.

ADMINISTRATION

11.1    Administrator. Unless otherwise determined by the Board, the Administrator of the Plan shall be the Compensation Committee of the Board (or another committee or a subcommittee of the Board to which the Board delegates administration of the Plan) (such committee, the “Committee”). The Board may at any time vest in the Board any authority or duties for administration of the Plan.

11.2    Action by the Administrator. Unless otherwise established by the Board or in any charter of the Administrator, a majority of the Administrator shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present and, subject to Applicable Law and the Bylaws of the Company, acts approved in writing by a majority of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Designated Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

11.3    Authority of Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(a)    To determine when and how rights to purchase Common Stock shall be granted and the provisions of each offering of such rights (which need not be identical).

(b)    To designate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made without the approval of the stockholders of the Company.

(c)    To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(d)    To amend, suspend or terminate the Plan as provided in Article IX.

(e)    Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase plan” within the meaning of Section 423 of the Code.

11.4    Decisions Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan, any subscription agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

ARTICLE XII.

MISCELLANEOUS

12.1    Restriction upon Assignment. A right granted under the Plan shall not be transferable other than by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. Except as provided in Section 12.4 hereof, a right under the Plan may not be exercised to any extent except by the Participant. The Company shall not recognize and shall be under no duty to recognize any assignment or alienation of the Participant’s interest in the Plan, the Participant’s rights under the Plan or any rights thereunder.

 

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12.2    Rights as a Stockholder. With respect to Shares subject to a right granted under the Plan, a Participant shall not be deemed to be a stockholder of the Company, and the Participant shall not have any of the rights or privileges of a stockholder, until such Shares have been issued to the Participant or his or her nominee following exercise of the Participant’s rights under the Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property) or distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided herein or as determined by the Administrator.

12.3    Interest. No interest shall accrue on the payroll deductions or contributions of a Participant under the Plan.

12.4    Designation of Beneficiary.

(a)    A Participant may, in the manner determined by the Administrator, file a written designation of a beneficiary who is to receive any Shares and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to a Purchase Date on which the Participant’s rights are exercised but prior to delivery to such Participant of such Shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death prior to exercise of the Participant’s rights under the Plan. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary shall not be effective without the prior written consent of the Participant’s spouse.

(b)    Such designation of beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

12.5    Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

12.6    Equal Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and privileges under this Plan so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Subject to Section 5.7, any provision of this Plan that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board or the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code.

12.7    Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

 

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12.8    Reports. Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.

12.9    No Employment Rights. Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant) the right to remain in the employ of the Company or any Parent or Subsidiary or affect the right of the Company or any Parent or Subsidiary to terminate the employment of any person (including any Eligible Employee or Participant) at any time, with or without cause.

12.10    Notice of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer of any Shares purchased upon exercise of a right under the Plan if such disposition or transfer is made: (a) within two years from the Enrollment Date of the Offering Period in which the Shares were purchased or (b) within one year after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer.

12.11    Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.

12.12    Electronic Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible Employee may submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement of an Offering Period, the Administrator shall prescribe the time limits within which any such electronic form shall be submitted to the Administrator with respect to such Offering Period in order to be a valid election.

 

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EX-10.10 14 d631142dex1010.htm EX-10.10 EX-10.10

Exhibit 10.10

PCI MEDIA, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Eligible Directors (as defined below) on the board of directors (the “Board”) of PCI Media, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically as set forth herein and without further action of the Board, to each member of the Board who is not an employee of the Company or any of its parents, affiliates or subsidiaries (each, an “Eligible Director”), who may be eligible to receive such cash or equity compensation, unless such Eligible Director declines the receipt of such cash or equity compensation by written notice to the Company.

This Program shall become effective upon the closing of the initial public offering of the Company’s common stock (the “Effective Date”) and shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. No Eligible Director shall have any rights hereunder, except with respect to equity awards granted pursuant to Section 2 of this Program.

1.    Cash Compensation.

a.    Annual Retainers. Each Eligible Director shall be eligible to receive an annual cash retainer of $30,000 for service on the Board.

b.    Additional Annual Retainers. An Eligible Director shall be eligible to receive the following additional annual retainers, as applicable:

(i)    Chairman of the Board. An Eligible Director serving as Chairman of the Board shall be eligible to receive an additional annual retainer of $30,000 for such service.

(ii)    Lead Independent Director. An Eligible Director serving as Lead Independent Director of the Board shall be eligible to receive an additional annual retainer of $15,000 for such service.

(iii)    Audit Committee. An Eligible Director serving as Chairperson of the Audit Committee shall be eligible to receive an additional annual retainer of $15,000 for such service. An Eligible Director serving as a member of the Audit Committee (other than the Chairperson) shall be eligible to receive an additional annual retainer of $5,000 for such service.

(iv)    Compensation Committee. An Eligible Director serving as Chairperson of the Compensation Committee shall be eligible to receive an additional annual retainer of $15,000 for such service. An Eligible Director serving as a member of the Compensation Committee (other than the Chairperson) shall be eligible to receive an additional annual retainer of $5,000 for such service.

(v)     Nominating and Corporate Governance Committee. An Eligible Director serving as Chairperson of the Nominating and Corporate Governance Committee shall be eligible to receive an additional annual retainer of $15,000 for such service. An Eligible Director serving as a member of the Nominating and Corporate Governance Committee (other than the Chairperson) shall be eligible to receive an additional annual retainer of $5,000 for such service.

 

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c.    Payment of Retainers. The annual cash retainers described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than 30 days following the end of each calendar quarter. Annual cash retainers will not be pro-rated for any partial calendar quarter of service.

2.    Equity Compensation.

a.    General. Eligible Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2019 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”) and may be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms approved by the Board prior to or in connection with such grants. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of equity awards hereby are subject in all respects to the terms of the Equity Plan. Notwithstanding any provision to the contrary in this Program or the Equity Plan, the amount of any cash compensation and/or the grant date fair value (determined as of the date of the grant under Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all awards granted under this Program shall be subject to any limitations imposed under the Equity Plan or any other applicable Company agreement, program, policy or plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Equity Plan.

b.    Initial Awards. Each Eligible Director who is initially elected or appointed to serve on the Board after the Effective Date automatically shall be granted (i) a Restricted Stock Unit award with a value of $90,000 (the “Initial RSU Award”) and (ii) a Restricted Stock Unit award with a value equal to $90,000, multiplied by a fraction (the “Initial RSU Award Fraction”) the numerator of which is the number of whole months remaining until the next subsequent annual meeting of the Company’s stockholders (“Annual Meeting”) (or, if the date of the next subsequent Annual Meeting is not yet determinable, the number of whole months remaining until the next subsequent [May 1st]) and the denominator of which is 12 (the “Pro-Rated Initial RSU Award” and, together with the “Initial RSU Award,” the “Initial Equity Awards”); provided, that the Initial RSU Fraction shall not exceed one unless otherwise determined by the Board. The number of Restricted Stock Units subject to each Initial Equity Award shall be determined by dividing the value of the Initial Equity Award by the closing price for the Company’s common stock on the applicable grant date. The Initial Equity Awards shall be granted on the date on which such Eligible Director is appointed or elected to serve on the Board (the “Election Date”), and (x) the Initial RSU Award shall vest as to one-half of the Restricted Stock Units subject to such award on each of the first two anniversaries of such Election Date and (y) the Pro-Rated Initial RSU Award shall vest in full on the calendar day immediately preceding the next subsequent Annual Meeting following the Election Date, in each case, subject to such Eligible Director’s continued service through the applicable vesting date.

c.    Annual Awards. An Eligible Director who is serving on the Board as of the date of the Annual Meeting each calendar year beginning with calendar year 2020 shall be granted, on such annual meeting date, a Restricted Stock Unit award with a value of $90,000 (an “Annual Award”). The number of Restricted Stock Units subject to an Annual Award shall be determined by dividing the value of the Annual Award by the closing price for the Company’s common stock on the applicable grant date. Each Annual Award shall vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next Annual Meeting following the grant date, subject to continued service through the applicable vesting date.

 

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d.    Accelerated Vesting Events. Notwithstanding the foregoing, an Eligible Director’s Initial Equity Award and Annual Award(s) shall vest in full immediately prior to (i) such Eligible Director’s Termination of Service due to death or Disability (as defined below) or (ii) the occurrence of a Change in Control, in each case, to the extent outstanding at such time. “Disability” means a permanent and total disability under Section 22(e)(3) of the Code.

e.    Deferral. The settlement of any Restricted Stock Units granted to an Eligible Director hereunder shall be deferred, in accordance with the Equity Plan and in a manner intended to comply with Internal Revenue Code Section 409A, until the earliest of (i) such Eligible Director’s “separation from service” within the meaning of Section 409A of the Code, (ii) a “change in control event” within the meaning of Section 409A of the Code and (iii) the three-year anniversary of the applicable grant date.

3.    Compensation Limits. Notwithstanding anything to the contrary in this Program, all compensation payable under this Program will be subject to any limits on the maximum amount of non-employee Director compensation set forth in the Equity Plan, as in effect from time to time.

*****

 

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EX-10.21 15 d631142dex1021.htm EX-10.21 EX-10.21

Exhibit 10.21

EMPLOYMENT AGREEMENT

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”).

The parties hereby agree as follows:

1.    Employment. The Company hereby employs Employee, and Employee hereby accepts such employment, upon the terms and conditions set forth herein. Employee acknowledges that he is a party to the Stockholders’ Agreement and understands its terms. Employee agrees to be bound by all of the terms and conditions of the Stockholders’ Agreement. The parties hereto agree that the terms and conditions contained herein are in addition to the terms and conditions set forth in the Stockholders’ Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Stockholders’ Agreement, the provisions of the Stockholders’ Agreement shall control.

2.    Duties.

2.1    Position; Authority. Employee shall have the position of Founder. In that capacity, Employee shall perform administrative and advisory services for the Company on a full-time basis, with such duties, authorities and responsibilities that are commensurate with such services as reasonably determined by the Board of Directors of the Company.

2.2    Location. Subject to the terms of Section 5.5, Employee shall generally be based at the Company’s offices in                     ,                     , although it is anticipated that he will be required to travel from time to time in connection with the performance of his services.

2.3    Duties. Employee shall: (i) use reasonable efforts to abide by all U.S. and foreign federal, state and local laws, regulations, and ordinances reasonably known by Employee to be applicable to the Company, and (ii) devote substantially all his business time, energy, skill, and best efforts to faithfully and diligently further the business interests of the Company, provided, that, notwithstanding the foregoing, Employee (a) is not required to spend any specific amount of time at the Company’s offices so long as Employee uses reasonable judgment in time spent performing duties outside of the Company’s offices and remains in reasonable contact by telephone or computer, (b) may make and manage personal business investments of his choice, (c) may serve on the Board of Directors (or other body serving similar functions) of other companies (subject to the restriction set forth in Section 9.1 below), (d) may perform

 

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services for his or her own consulting company, and (e) may serve in any capacity with any civic, educational, professional, religious or charitable organization, or any governmental entity or trade association, so long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities.

3.    Term. The initial term of this Agreement shall be a period commencing upon the closing of an initial public offering of the securities of the Company (the “Effective Date”) and ending on the third anniversary of the Effective Date, unless sooner terminated as hereinafter provided (the “Initial Term”). This Agreement shall automatically renew thereafter for successive one-year terms (each a “Renewal Term”), unless either party provides written notice to the other party of non-renewal at least 90 days prior to the expiration of the Initial Term or the then current Renewal Term, as applicable. The Initial Term and each Renewal Term shall be collectively referred to in this Agreement as the “Term.” Upon the Effective Date, the Service Agreement dated as of January 1, 2012, be and between Psyop Productions, LLC, and Psyop Media Company, LLC, on the one hand, and Employee on the other hand, shall terminate and be of no further force or effect except for such of its provisions which, by their terms, are intended to survive such termination.

4.    Compensation.

4.1    Base Salary. As the sole compensation for Employee’s performance of Employee’s duties, the Company shall pay to Employee a base salary of $75,000 per year (the “Base Salary”), payable in accordance with the normal payroll practices of the Company, less all legally required or authorized payroll deductions and tax withholdings.

4.2    Base Salary Increases. The Company shall review the Base Salary annually, and such amount may be increased at the sole discretion of the Board of Directors taking into consideration Employee’s performance, the Company’s financial performance, and other economic conditions and relevant factors.

4.3    Timing of Payments. All compensation payable pursuant to this Agreement shall be paid as set forth therein, and may not be deferred by Employee or the Company beyond 2-1/2 months after the close of Company’s Fiscal Year in which such compensation is no longer subject to a “Substantial Risk of Forfeiture” (as defined in Section 6.5(g) below).

4.4    Review of the Company’s Results of Operations. The Company shall keep at its principal offices accurate and complete books and records that reflect the Company’s and its consolidated subsidiaries’ results of operations for all periods during the Term, and such books and records shall be subject to the review of Employee from time to time.

 

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5.    Benefits and Reimbursements.

5.1    Health, Welfare and Retirement Benefits. Employee and his qualified dependents shall be entitled to participate, at the sole cost of the Company, in all benefit plans which are in effect as of the date of this Agreement and at not less than the monetary levels applicable to Employee and his dependents as of such date, including, without limitation, group medical, dental, vision, long-term disability, accidental death/dismemberment coverage, life insurance coverage, 401(k) and other retirement and deferred compensation plans. The current life insurance policy will be converted to a term policy for the sole benefit of Employee’s designated beneficiaries.

5.2    D&O Coverage. Without limiting the generality of the foregoing, at all times the Company shall maintain directors and officers liability insurance coverage with an insurer, and in an amount determined by the Board of Directors.

5.3    Automobile and Commuting Expense. Employee shall be entitled to reimbursement for his reasonable commuting expenses. In addition, if and when the Board of Directors so allows for its executives, Employee also shall be entitled to reimbursement for reasonable automobile expenses (including lease, maintenance, fuel and repair expenses). The benefits provided to Employee pursuant to Sections 5.1 through this Section 5.3 are hereinafter referred to collectively as the “Benefits.”

5.4    Vacation; Leave. During the Term, Employee shall be entitled to a total of at least 25 paid vacation or sick days per year, but no vacation or sick days not taken by Employee may accrue beyond any year. In addition, Employee may take up to 30 days of unpaid personal leave per year, the timing of which shall be subject only to approval by a majority of the other “Founders,” as defined in the Stockholders’ Agreement.

5.5    Business and Personal Expenses; Travel. During the Term, Employee shall have the right to be reimbursed for reasonable and actual (and necessary, when required to substantiate a tax deduction for the Company) business, travel and entertainment expenses incurred in connection with the performance of his duties hereunder, which expenses shall be reimbursed by the Company upon submission by Employee of an itemized accounting thereof, and presentation of supporting receipts or other appropriate documentation. Without limiting the generality of the foregoing, during the Term, (a) Employee shall be entitled to be reimbursed for not more than business class international air travel expenses, coach class domestic air travel expenses, and reasonable hotel and other business travel expenses, and (b) Employee shall be entitled to receive or be reimbursed for all customary office and professional expenses (including, without limitation, expenses relating to cell phones, computers and other communications technologies reasonably required to perform his duties hereunder).

5.6    Reimbursement of Legal Fees. Employee shall be entitled to reimbursement of all reasonable attorneys fees and costs incurred in connection with the negotiation, documentation and execution of this Agreement and the other instruments and agreements contemplated by this Agreement. Such reimbursement shall be made in full within 30 days after the presentation of a reasonably detailed invoice thereof.

 

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6.    Termination.

6.1    Death. If Employee dies during the Term, this Agreement and Employee’s employment with the Company shall terminate automatically on the date of his death, provided, however, that the Company shall pay to Employee all accrued but unpaid Base Salary and reimbursement of any accrued expenses pursuant to either Section 5.5 or 5.6, (collectively, the “Accrued Obligations”). Such payments of the Accrued Obligations shall be made on the same dates as such payments would have been paid to Employee had Employee not died.

6.2    Disability.

(a)    If Employee becomes “Disabled” (as hereinafter defined) during the Term, the Company shall have the right to terminate this Agreement and Employee’s employment with the Company. For purposes of this Agreement, Employee shall be deemed “Disabled” if Employee is unable, as a result of any medically determinable physical or mental disease or impairment, to discharge with or without reasonable accommodation the essential functions of Employee’s job for a continuous period of 120 days or a cumulative period of 180 days during any 12-month period. Notwithstanding anything to the contrary herein, Employee shall be deemed Disabled and this Agreement and Employee’s employment with the Company shall be terminated for purposes of the foregoing sentence as of the last day of the applicable period (the “Disability Date”), and Employee shall be entitled to payment of all compensation and benefits at all times prior to the Disability Date.

(b)    If the Company determines that Employee has become Disabled and elects to terminate this Agreement and Employee’s employment with the Company as a result thereof, the Company shall deliver written notice (the “Disability Notice”) thereof to Employee. Within five days after delivery of a Disability Notice by the Company, Employee may dispute the Company’s claim that he is disabled by delivering a written notice (the “Dispute Notice”) thereof to the Company. Employee’s failure to deliver the Dispute Notice within said five-day period shall be deemed an election not to dispute the Company’s determination that Employee is disabled or the Company’s election to terminate this Agreement and Employee’s employment with the Company. Within five days after delivery of the Dispute Notice, Employee and the Company shall each select a duly licensed physician, and such licensed physicians shall then mutually appoint a third duly licensed physician, who shall examine Employee for the purpose of determining whether Employee is Disabled for purposes of this Agreement and whose determination shall be binding on the Company and Employee. Said third physician shall endeavor to make a determination as to the Disability of Employee as soon as possible, but in no event later than 14 days after such appointment. Employee hereby consents to be examined by such licensed physicians and agrees to cooperate with such examinations.

 

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(c)    If Employee becomes Disabled during the Term and this Agreement and Employee’s employment with the Company is thereby terminated, (i) the Company shall pay the Accrued Obligations to Employee, and (ii) the Company shall continue to provide Benefits to Employee on substantially the same terms as the Benefits provided until the Disability Date through the end of the Initial Term or the applicable Renewal Term, as applicable. Said payments of the Accrued Obligations shall be made on the same dates as such payments would have been paid to Employee had he not become Disabled. Any termination for Disability under this Agreement shall not affect the rights, if any, that Employee may otherwise have under any other disability plan the Company may have in effect at the date of such termination and in which Employee is then participating.

6.3    For Cause or Without Good Reason. The Company may terminate this Agreement and Employee’s employment with the Company for “Cause,” and Employee may terminate this Agreement and Employee’s employment with the Company without “Good Reason” (as defined in Section 6.4), each upon at least 10 days’ notice to the other party. For purposes of this Agreement, “Cause” shall mean that one of the following events shall have occurred (the “Cause Events”): (i) Employee having been convicted of, or having pleaded guilty or nolo contendere to, a felony (other than a traffic violation or by reason of vicarious liability) or a misdemeanor involving moral turpitude; (ii) Employee’s substantial and repeated failure or refusal to perform his lawful duties under this Agreement, except during periods of physical or mental incapacity, or otherwise materially breach his obligations under this Agreement; (iii) Employee’s willful misconduct or gross negligence with respect to any material aspect of the Company’s business, which willful misconduct or gross negligence has a material and demonstrable adverse effect on the Company; or (iv) any material misappropriation or embezzlement of the property of the Company or any of its affiliates by Employee. The Board of Directors shall provide written notice to Employee setting forth the applicable Cause Event, and (with respect to the occurrence of a Cause Event occurring pursuant either to subclause (ii) or (iii) above) Employee shall have 15 days (the “Cure Period”) in which to cure such Cause Event. If Employee fails to cure said Cause Event within the Cure Period, this Agreement and Employee’s employment with the Company shall terminate without any further action of the parties as of the end of the Cure Period. If this Agreement and Employee’s employment with the Company are terminated by the Company with Cause, or if Employee terminates this Agreement and Employee’s employment with the Company without Good Reason, the Company shall have no further obligation to Employee other than the obligation of Company to pay to Employee the Accrued Obligations. Said payments of the Accrued Obligations shall be made on the same dates as such payments would have been paid to Employee had this Agreement and Employee’s employment with the Company not been terminated for Cause or had Employee not terminated this Agreement and Employee’s employment with the Company without Good Reason.

6.4    Without Cause or for Good Reason. The Company may terminate this Agreement and Employee’s employment with the Company at any time without

 

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Cause, and Employee may terminate this Agreement and Employee’s employment with the Company at any time with “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean that one of the following events shall have occurred and shall not have been cured by the Company within 30 days after receipt of written notice from Employee of the occurrence of such event delivered to the Company within 90 days of the occurrence of such event: (i) the Company shall have reduced Employee’s Base Salary, materially diminished Employee’s duties, responsibilities or authority, materially changed Employee’s reporting structure, or otherwise breached the terms of this Agreement or any other agreement then in effect between Employee and the Company (or any of its affiliates); or (ii) the Company shall have relocated the principal location at which Employee is to provide his services hereunder to a location more than 15 miles from                     ,             ,     ,         . If this Agreement and Employee’s employment with the Company are terminated by the Company without Cause or are terminated by Employee for Good Reason, the Company shall (a) pay to Employee the Accrued Obligations, and (b) pay to Employee his then current Base Salary and then current Benefits from the effective date of termination up through and until the date which is six months from the date of termination (the “Severance Period”). Said payments of the Accrued Obligations and the amounts due in respect of the Severance Period shall be made within 30 days after the effective termination date. Any payments received through the subsequent employment with or performance of services for another entity, through self- employment or otherwise, during or after the Severance Period (including, without limitation, salaries, fees, commissions, bonuses and consulting fees) shall not reduce any amounts payable by the Company to Employee pursuant to this Section 6.4.

6.5    Section 409A Compliance.

(a)    The parties intend for the Applicable Agreements to be exempt from the application of the Section 409A Provisions. To the extent that any payment under the Applicable Agreements is a Covered Payment, the provisions of this Section 6.5 shall apply to the Applicable Agreements and the Covered Payments notwithstanding any other provision contained in the Applicable Agreements. It is the intent of the parties that the terms and conditions of the Applicable Agreements and the making of any payment thereunder shall not result in a plan failure subject to Code Section 409A(a)(1). The Applicable Agreements shall be interpreted in a manner to prevent the occurrence of a plan failure subject to Code Section 409A(a)(1) and to comply with the Section 409A Provisions. Notwithstanding any other provision of the Applicable Agreements to the contrary, if the Company or Employee determines that any payment or benefit to Employee under the Applicable Agreements may be subject to Code Section 409A(a)(1), Company and Employee, at the request of either but with the written consent of the other, which consent shall not be unreasonably withheld, shall adopt such amendments to the Applicable Agreements or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect) or take any other actions necessary or appropriate to cause the compensation and benefits payable under the Applicable Agreements to comply with the Section 409A Provisions, to be not subject to Code Section 409A(a)(1), and to preserve the intended tax treatment of such payments and the benefits under the Applicable Agreements.

 

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(b)    If a Covered Payment is payable upon a separation from service of the Employee, the term separation from service shall have the meaning set forth in Reg. Section 1.409A-1(h). If Employee is a specified employee, as defined in Reg. Section 409A- 1(i), the Covered Payments payable upon a separation of service shall not be paid before the date that is six months after the separation from service or, if earlier, the date of death of Employee. Any Covered Payment which is delayed pursuant to the preceding sentence shall be paid on the first business day of the seventh month following the separation from service of Employee.

(c)    To the extent necessary to ensure satisfaction with the requirements of Section 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement.

(d)    If a Covered Payment is payable at a specified time or on a fixed schedule which does not comply with the requirements of Reg. Section 1.409A-3(i)(1), the Applicable Agreements shall be modified to the extent necessary to comply with the requirements of Reg. Section 1.409A-3(i)(1).

(e)    No acceleration of the time or schedule of any Covered Payment shall be made. No Covered Payment may be alienated, sold or used to secure a loan. The prohibition set forth in this Section 6.5 shall not apply to any Covered Payment to the extent such Covered Payment qualifies for an exception pursuant to Reg. Section 1-409A- 3(j)(4).

(f)    If any Applicable Agreement or policy of Company provides for separation pay, including the payments provided by Section 6 of this Agreement, the terms and conditions under which such separation pay is payable to Employee shall be modified if necessary, but only to the extent necessary, to satisfy the requirements of Reg. Section 1.409A-1(b)(9) to qualify the separation pay for the exception from characterization as deferred income.

(g)    Definitions.

(i)    “Applicable Agreements” shall mean this Agreement and any other plan, agreement or arrangement between Company or a Company affiliate and Employee with which this Agreement may be aggregated pursuant to Code Sections 409A(d)(3) and (6).

(ii)    “Code” shall mean the Internal Revenue Code of 1986, as amended.

(iii)    “Covered Payment” shall mean any payment under an Applicable Agreement to the extent determined to be deferred compensation subject to the Section 409A Provisions.

 

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(iv)    ”Reg. Section” shall mean the sections of the Treasury Regulations issued pursuant to the Code.

(v)    “Section 409A Provisions” shall mean Code Section 409A(a)(1) and the Treasury regulations and other interpretive guidance issued pursuant thereto.

(vi)    “Substantial Risk of Forfeiture” shall have the meaning set forth in Reg. Section 1.409A-1(d).

(h)    The Company hereby informs Employee that the federal, state, local, and/or foreign tax consequences of this Agreement (including without limitation those tax consequences implicated by Section 409A) are complex and subject to change. Employee acknowledges and understands that Employee should consult with his own personal tax or financial advisor in connection with this Agreement and its tax consequences. Employee understands and agrees that the Company has no obligation and no responsibility to provide Employee with any tax or other legal advice in connection with this Agreement and its tax consequences. Employee agrees that Employee shall bear the sole and exclusive responsibility for any and all adverse federal, state, local, and/or foreign tax consequences (including without limitation any and all tax liability under Section 409A of this Agreement to which he may be subject under applicable law.

6.6    Taxes and Withholdings.

(a)    The Company may withhold from any amounts payable under this Agreement such federal, state, and/or local taxes as may be required to be withheld pursuant to applicable law or regulations, which amounts shall be deemed to have been paid to Employee.

(b)    If any payment under this Agreement is an “excess parachute payment” within the meaning of Section 280G(b) of the Code, the amount of such payment shall be increased by an amount (the “adjustment amount”) such that the increased payment, after reduction for incremental taxes, as defined below, shall produce a net payment equal to the amount otherwise payable to Employee if such payment were not an “excess parachute payment.” Incremental taxes shall mean the following taxes: (i) the tax imposed by Code Section 4999 on the excess parachute payment and the adjustment amount, (ii) the hospital insurance tax imposed by Code Section 3101(b) on the adjustment amount, (iii) the federal income tax on the adjustment amount determined at the highest rate of tax imposed by Code Section 1, and (iv) the state and local income tax on the adjustment amount at the highest rates of tax imposed by each applicable state or local income taxing law.

7.    Work for Hire. To the maximum extent permitted by applicable law, Employee agrees that the Company shall be the sole and exclusive owner of all right, title

 

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and interest in and to any and all works, materials, ideas, products, services, developments, projects and other matters developed, created, conceived, suggested, submitted or otherwise worked on by Employee, either solely or in collaboration with others, at any time during Employee’s employment with the Company, and all other results and proceeds of services performed by Employee (collectively, the “Property”). In that connection, Employee acknowledges and agrees that all Property shall be considered a “work made for hire” for Company as that term is defined in §101 of the 1976 Copyright Act. Employee will promptly disclose in writing to the Board of Directors complete information concerning all Property developed, created or conceived by Employee, either solely or in collaboration with others. To the extent the Property, or any portion thereof, is determined by a court of competent jurisdiction or administrative agency not to be a “work made for hire,” Employee hereby assigns all proprietary rights in the Property to Company without further compensation, and further agrees to execute, without any further compensation, any and all documents deemed necessary or appropriate by Company to effectuate a complete transfer of ownership of all rights to Company throughout the universe. Employee also agrees that Company shall have the sole and exclusive right in perpetuity to use, exploit, distribute and otherwise turn to account any or all of the Property, and that Company may modify, change or alter all or any part of the Property, all as Company may determine from time to time in its sole discretion. Employee hereby waives any “artist’s rights” or “moral rights” which Employee might otherwise have in any Property. Employee hereby agrees that Company may modify or change any Property in its sole or absolute discretion without notice to or consent of Employee. Notwithstanding the foregoing, the term “Property” shall not apply to or include, and the Company shall have no rights in, any intellectual property then in the public domain, or any intellectual property that Employee developed entirely on Employee’s own time without using the Company’s equipment, supplies, facilities, or trade secret information except for that intellectual property that either: (i) relates at the time of conception or reduction to practice of such intellectual property to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (ii) result from any work performed by the Employee for the Company.

8.    Proprietary Information.

8.1    Defined. Employee acknowledges and agrees that Employee has learned and obtained information, and will in the future learn and obtain information, tangible or intangible, relating to: (i) the Company, its “affiliates” (as defined below) and their respective owners (collectively, the “Company Parties”); (ii) employees or independent contractors of the Company Parties; (iii) the customers and clients of the Company Parties; and/or (iv) the business, operations, prospects and condition (financial or otherwise) of the Company Parties, such employees, independent contractors, customers and clients (collectively, “Proprietary Information”). Proprietary Information includes, but is not limited to, any and all written or electronic research, developments, engineering plans, trade secrets, know-how, inventions, techniques, processes, customer lists, financial data, sales, marketing or merchandising plans, specifications, blueprints, designs, budgets, schedules, source code, drawings, tapes, notes, works derived from source code and agreements. For purposes of this Agreement,

 

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an “affiliate” means (a) any individual or entity that owns (directly or indirectly) at least 50% of the outstanding equity securities (determined on a fully diluted basis) of the Company including but not limited to Holdco (a “Parent”), or (b) any individual or entity whose equity securities (determined on a fully diluted basis) are at least 50% owned, directly or indirectly, by the Company or the Company’s Parent.

8.2    Employee Obligations. Employee agrees to hold all Proprietary Information (whether received prior to or during Employee’s employment with the Company) in strict confidence and trust for the sole benefit of Company and not to, directly or indirectly, disclose, use, copy, publish or summarize any Proprietary Information, except or unless (i) during Employee’s employment with the Company, to the extent necessary to carry out Employee’s responsibilities under this Agreement; (ii) after termination of this Agreement, as specifically authorized in writing by the Board of Directors or as required by any law, court order or similar process or proceeding; (iii) such Proprietary Information is or becomes publicly known through lawful means; (iv) the Proprietary Information was rightfully in Employee’s possession or part of his general knowledge prior to his employment with the Company or Psyop Productions, LLC, and Employee did not learn of it, directly or indirectly, from the Company or Psyop Productions, LLC; or (v) such Proprietary Information is disclosed to Employee without confidential or proprietary restriction by a third party who rightfully possesses such Proprietary Information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from any Company Party. Upon termination of this Agreement for any reason, Employee shall return to the Company all books, records, notes, manuals, recordings, and other personal property and tangible Proprietary Information obtained or prepared by Employee during the course of his employment, or otherwise belonging to the Company.

8.3    Economic Value to Company and its Customers; Potential Liabilities. Employee acknowledges that Proprietary Information has significant economic value to the Company Parties, employees, independent contractors, customers and clients, which constitutes a substantial basis and foundation upon which the business of the Company Parties (and such customers and clients) is predicated, due to the fact that the Proprietary Information is not generally known to the public, and that the unauthorized use or disclosure of the Proprietary Information is likely to be extremely detrimental to the interests of the Company Parties and its customers and clients, and so may result in injunctive and other equitable relief, as well as liability for damages and other civil or criminal liability.

9.    Non-Competition and Non-Solicitation.

9.1    Covenants Not to Compete. Except in connection with his performance of services for the Company, Employee agrees that at no time between the Effective Date and the termination of this Agreement will he, without the prior written consent of the Board of Directors, (i) directly or indirectly engage in; or (ii) have any direct or indirect interest in (whether as a proprietor, partner, investor, shareholder, member or lender) any corporation, partnership, limited liability company, trust or other

 

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entity (each, an “Entity”) that directly or indirectly is or expects to engage in; or (iii) assist or render services (whether or not for compensation, and whether as a director, officer, employee, agent, advisor or consultant) to or for any Entity that, directly or indirectly, is engaged in or expects to become engaged in, any business conducted by the Company during the Term. This Section 9.1 shall not apply to the Entities and the services which Employee may perform for such Entities, directly or indirectly, which are set forth in Schedule A hereto.

9.2    Covenant Not to Solicit or Interfere. Employee agrees that, between the Effective Date and the termination of this Agreement, he will not, without the prior written consent of the Board of Directors, directly or indirectly (i) solicit, divert or take away, or attempt to solicit, divert or take away, any individual who is on or at any time during the Term an employee of any Company Party, or induce or attempt to induce any such employee to terminate his/her employment with such Company Party; or (ii) solicit, divert or take away, or attempt to solicit, divert or take away, any individual or Entity who is, upon or at any time during the Term a customer or client of any Company Party, or advise or induce any such individual or Entity not to continue as a customer or client of such Company Party.

9.3    Exclusion for Publicly Traded Securities. Notwithstanding anything to the contrary contained in this Agreement, Employee may own (beneficially or of record) securities issued by any Entity, if such securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, and such ownership does not exceed 5% of the aggregate issued and outstanding shares or units of such securities.

9.4    Blue Penciling. In the event any provision of this Section 9 is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Without in any way limiting the generality of the preceding sentence, in the event the covenant not to compete contained herein, in the view of a court or arbitrator asked to rule upon the issue, is deemed unenforceable by reason of covering too large an area, too long a period of time or too many business activities, then the same shall be deemed to cover only the largest area, the longest time period or the most business activities, as the case may be, which will not render it unenforceable. In the event in any proceeding, a court of competent jurisdiction or arbitrator shall refuse to enforce any of the separate covenants deemed included in this Section 9, then such unenforceable covenants shall be deemed deleted from this Section 9 to the extent necessary to permit the remaining separate covenants to be enforced.

9.5    Covenants Reasonable. Employee agrees that the covenants provided for in this Section 9, including the term and geographical area encompassed therein, are necessary and reasonable in order to protect the Company in the conduct of its businesses and the utilization of the Proprietary Information of the Company, including good will.

 

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10.    Remedies. With respect to each and every breach or violation or threatened breach or violation by Employee of Sections 7, 8 or 9 above, the Company, in addition to all other remedies available to it at law or in equity (including, without limitation, specific performance of the provisions hereof), shall be entitled to seek to enjoin the commencement or continuance thereof and may apply in arbitration or in any court of competent jurisdiction for entry of equitable relief, as permitted by law, including, without limitation, an immediate restraining order or injunction, without the necessity of posting a bond or other surety.

11.    Agreement to Arbitrate.

11.1    Except as otherwise provided in Section 10 above, any dispute or controversy arising out of or relating to any interpretation, construction, performance, termination or breach of this Agreement, will be settled by final binding arbitration by a single arbitrator to be held in                     , in accordance with the American Arbitration Association national rules for resolution of business disputes then in effect, except as provided herein. The arbitrator selected shall have the authority to grant any party all remedies otherwise available by law, including injunctions, but shall not have the power to grant any remedy that would not be available in a state or federal court in                     . The arbitrator shall be bound by and shall strictly enforce the terms of this Section 11 and may not limit, expand or otherwise modify its terms. The arbitrator shall make a good faith effort to apply the substantive law (and the law of remedies, if applicable) of the state of                     , or federal law, or both, as applicable, without reference to its conflicts of laws provisions, but an arbitration decision shall not be subject to review because of errors of law. The arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to hear and rule on dispositive motions (such as motions for summary adjudication or summary judgment). The arbitrator shall have the powers granted by                      law and the rules of the American Arbitration Association which conducts the arbitration, except as modified or limited herein.

11.2    Notwithstanding anything to the contrary in the rules of the American Arbitration Association, the arbitration shall provide (i) for written discovery and depositions as provided under                     , and (ii) for a written decision by the arbitrator that includes the essential findings and conclusions upon which the decision is based which shall be issued no later than thirty (30) days after a dispositive motion is heard and/or an arbitration hearing has completed. The Company shall pay all fees and administrative costs charged by the arbitrator and American Arbitration Association.

11.3    Employee and the Company shall have the same amount of time to file any claim against any other party as such party would have if such a claim had been filed in state or federal court. In conducting the arbitration, the arbitrator shall follow the rules of evidence of the State of                      (including but not limited to all applicable privileges), and the award of the arbitrator must follow                      and/or federal law, as applicable.

 

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11.4    The arbitrator shall be selected by the mutual agreement of the parties. If the parties cannot agree on an arbitrator, the parties shall alternately strike names from a list provided by the American Arbitration Association until only one name remains.

11.5    The decision of the arbitrator will be final, conclusive, and binding on the parties to the arbitration. The prevailing party in the arbitration, as determined by the arbitrator, shall be entitled to recover his or its reasonable attorneys’ fees and costs, including the costs or fees charged by the arbitrator and the American Arbitration Association. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

12.    General Provisions.

12.1    Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) or assignee to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement. Employee shall not be entitled to assign any of Employee’s rights or obligations under this Agreement without the Company’s written consent, provided that upon Employee’s death, Employee’s named beneficiaries, estate or heirs, as the case may be, shall succeed to all of Employee’s rights under this Agreement.

12.2    Nonexclusivity Rights. Employee is not prevented from continuing or future participation in any Company benefit, bonus, incentive, or other plans, programs, policies, or practices provided by the Company subject to the terms and conditions of such plans, programs, or practices.

12.3    Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

12.4    Attorneys’ Fees. In any action to enforce the terms of this Agreement, the prevailing party shall be reimbursed by the non-prevailing party for such prevailing party’s reasonable attorneys’ fees and costs, including the costs of enforcing a judgment.

12.5    Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

 

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12.6    Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. Employee acknowledges that Employee has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Unless the context of this Agreement otherwise clearly requires, (i) references to the plural include the singular, and references to the singular include the plural; and (ii) references to one gender include the other gender.

12.7    Governing Law. This Agreement, and all claims and disputes arising hereunder or in connection herewith, will be governed by and construed in accordance with the laws of the State of                     .

12.8    Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below, or such other address as either party may specify in writing.

13.    Entire Agreement. This Agreement, together with the other agreements and documents governing the benefits described in this Agreement and the Stockholders’ Agreement, constitutes the entire agreement between the parties relating to this subject matter hereof and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Employee and the Board of Directors. No oral waiver, amendment, or modification will be effective under any circumstances whatsoever.

14.    Representations and Warranties.

14.1    Employee Representations and Warranties. Employee represents and warrants to the Company that Employee has the right to enter into this Agreement (and all other documents and agreements contemplated by this Agreement) on the terms and subject to the conditions hereof; that this Agreement is binding and enforceable against Employee in accordance with its terms; that the execution, delivery and performance by Employee of this Agreement will not violate any other agreement to which Employee is a party or by which Employee is bound, including, without limitation, any non-competition, non-solicitation, confidentiality, non-disclosure, invention ownership or work-for-hire agreement; and Employee has not done or permitted to be done anything which might curtail or impair any of the rights granted to Company herein.

14.2    Company Representations and Warranties. Company represents and warrants to Employee that this Agreement (and all other documents and agreements contemplated by this Agreement) has been duly authorized by all requisite corporate

 

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action on the part of the Company and has been approved by the Board of Directors; that this Agreement is binding and enforceable against the Company in accordance with its terms; and that the execution, delivery and performance by the Company of this Agreement will not violate any other agreement to which the Company is a party or by which the Company is bound.

15.    Liability; Indemnification. To the fullest extent permitted by applicable law, Employee shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as an officer or director of the Company. The Company shall defend and indemnify Employee to the fullest extent permitted by applicable law if Employee is made or threatened to be made a party to an action or proceeding whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director, officer or employee of the Company or any predecessor of the Company or serves or served at any other enterprise as a director, officer or employee at the request of the Company or any predecessor to the Company.

16.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically in either Tagged Image Format Files (“TIFF”) or Portable Document Format (“PDF”) shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. Any party delivering an executed counterpart of this Agreement by facsimile, TIFF or PDF also shall deliver a manually executed counterpart of this Agreement but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

 

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

 

PCI MEDIA, INC.
By:  

                     

Name:  

                     

Title:  

                     

[                                                             ]

 

Address:  

                                          

 

 

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SCHEDULE A

 

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EX-10.22 16 d631142dex1022.htm EX-10.22 EX-10.22

Exhibit 10.22

[ENTITY]

SERVICE AGREEMENT

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”).

The parties hereby agree as follows:

1.    Services To Be Performed By [Founder]. Service Provider enters into this Agreement for the provision of services to be performed by [Founder] (“Service Member”).

2.    Services Provided.

2.1    Position; Authority. Service Provider, through the provision of services provided by Service Member, will perform services on a full-time basis as an Executive Creative Director of the Company and shall have the duties, authorities and responsibilities that are commensurate with such position for similarly situated companies.

2.2    Location. Subject to the terms of Section 5.5, Service Provider shall provide Service Member to perform hereunder in the Company’s offices in                     , although it is anticipated that Service Member will be required to travel from time to time in connection with the performance of Service Member’s services.

2.3    Duties. Service Provider shall: (i) use reasonable efforts to abide by all U.S. and foreign federal, state and local laws, regulations, and ordinances reasonably known by Service Provider to be applicable to the Company, and (ii) ensure that Service Member devotes substantially all of Service Member’s business time, energy, skill, and best efforts to faithfully and diligently further the business interests of the Company, provided, that, notwithstanding the foregoing, Service Member (a) is not required to spend any specific amount of time at the Company’s offices so long as Service Member uses reasonable judgment in time spent performing duties outside of the Company’s offices and remains in reasonable contact by telephone or computer, (b) may make and manage personal business investments of Service Member’s choice, and (c) may serve on the Board of Directors (or other body serving similar functions) of other companies (subject to the restriction set forth in Section 9.1 below), and may serve in any capacity with any civic, educational, professional, religious or charitable organization, or any governmental entity or trade association, so long as such activities do not materially interfere with the performance of Service Member’s duties and responsibilities on behalf of Service Provider. It also is contemplated that Service Member will perform certain administrative and advisory services as an employee of the Company pursuant to a separate employment agreement with the Company.

 

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3.    Term. The initial term of this Agreement shall be a period commencing upon the closing of an initial public offering of the securities of the Company (the “Effective Date”) and ending on the third anniversary of the Effective Date, unless sooner terminated as hereinafter provided (the “Initial Term”). This Agreement shall automatically renew thereafter for successive one-year terms (each a “Renewal Term”), unless either party provides written notice to the other party of non-renewal at least 90 days prior to the expiration of the Initial Term or the then current Renewal Term, as applicable. The Initial Term and each Renewal Term shall be collectively referred to in this Agreement as the “Term.” Upon the Effective Date, the Service Agreement dated as of January 1, 2012, be and between Psyop Productions, LLC, and Psyop Media Company, LLC, on the one hand, and Service Provider, on the other hand, shall terminate and be of no further force or effect except for such of its provisions which, by their terms, are intended to survive such termination.

4.    Compensation.

4.1    Service Fee. As compensation for Service Provider’s duties, the Company shall pay to Service Provider a service fee of $275,000 per year (the “Service Fee”), payable every two weeks. Any live action directing fees paid to Service Provider or directly to Service Member on behalf of Service Provider will be deducted from the Service Fee.

4.2    Service Fee Increases. The Company shall review the Service Fee annually, and such amount may be increased at the sole discretion of the Board of Directors taking into consideration Service Provider’s performance, the Company’s financial performance, and other economic conditions and relevant factors.

4.3    Additional Compensation. During the Term, Service Provider may receive additional compensation (“Additional Compensation”) in amounts determined according to Schedule A hereto annexed and payable as soon as practicable after the applicable Fiscal Year.

4.4    Not to Exceed Amount. Notwithstanding anything to the contrary in this Agreement, in no event shall any Founder Payment in any Fiscal Year (or partial Fiscal Year) exceed the aggregate of the Service Fee and Additional Compensation payable hereunder in such Fiscal Year (or such partial Fiscal Year).

4.5    Defined Term. For purposes hereof, “Founder Payment” means with respect to any of Double Rainbow, Inc., RoBeast, Inc., Toofarbehindthefuture, Inc. or Tiger’s Nest, Inc., the aggregate of the “Service Fee” and “Additional Compensation,” as such terms are defined in any service agreement between the Company and such corporation, payable to such corporation under any such service agreement.

4.6    Timing of Payments. All compensation payable pursuant to Sections 4.1 through 4.3 of this Agreement shall be paid as set forth therein, and may not be deferred by Service Provider or the Company beyond 2-1/2 months after the close of Company’s Fiscal Year in which such compensation is no longer subject to a “Substantial Risk of Forfeiture” (as defined in Section 6.5(g) below). “Fiscal Year” means the fiscal year of the Company, which shall be a calendar year.

 

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4.7    1099 Compensation. The Company shall issue Service Provider a form 1099 for the amount of the Service Fee and any Additional Compensation. Service Provider shall be solely responsible for all taxes in connection with Service Provider’s compensation hereunder, in accordance with the requirements of applicable law, including but not limited to any federal and state income tax, FICA, FUTA, and other employment or payroll taxes.

4.8    Independent Contractors. It is mutually understood and agreed that, in the performance of the duties and obligations under this Agreement, no relationship of employment, partnership or joint venture is created and that the parties’ relationship between one another shall at all times remain that of independent contractors.

4.9    Review of the Company’s Results of Operations. The Company shall keep at its principal executive offices accurate and complete books and records that reflect the Company’s and its consolidated subsidiaries’ results of operations for all periods during the Term, and such books and records shall be subject to the review of Service Provider from time to time.

5.    Expenses.

5.1    Business, Travel and Entertainment Expenses. During the Term, Service Provider shall have the right to be reimbursed for reasonable and actual (and necessary, when required to substantiate a tax deduction for the Company) business, travel and entertainment expenses incurred in connection with the performance of its duties hereunder, which expenses shall be reimbursed by the Company upon submission by Service Provider of an itemized accounting thereof, and presentation of supporting receipts or other appropriate documentation. Without limiting the generality of the foregoing, during the Term, (a) Service Provider shall be entitled to be reimbursed for not more than business class international air travel expenses, coach class domestic air travel expenses, and reasonable hotel and other business travel expenses, and (b) Service Provider shall be entitled to receive or be reimbursed for all customary office and professional expenses (including, without limitation, expenses relating to cell phones, computers and other communications technologies reasonably required to perform her duties hereunder).

5.2    Reimbursement of Legal Fees. Service Provider shall be entitled to reimbursement of all reasonable attorneys fees and costs incurred in connection with the negotiation, documentation and execution of this Agreement and the other instruments and agreements contemplated by this Agreement. Such reimbursement shall be made in full within 30 days after the presentation of a reasonably detailed invoice thereof.

6.    Termination.

6.1    Death. If Service Member dies during the Term, this Agreement and Service Provider’s service provider relationship with the Company shall terminate automatically on the date of Service Member’s death, provided, however, that the Company shall pay to Service Provider (i) all accrued but unpaid Service Fees and reimbursement of any accrued expenses pursuant to either Section 5.1 or 5.2, as well as earned but unpaid Additional

 

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Compensation for previous Fiscal Years (collectively, the “Accrued Obligations”), and (ii) a payment in an amount equal to (A) the Additional Compensation payable in respect of either the Fiscal Year during which Service Member’s death occurs or the immediately preceding Fiscal Year, whichever is higher; provided, however, that in no event shall any Founder Payment in any Fiscal Year (or partial Fiscal Year) exceed the Additional Compensation in such Fiscal Year (or partial Fiscal Year), multiplied by (B) a fraction, the numerator of which shall be the number of days during such Fiscal Year occurring prior to Service Member’s death and the denominator of which shall be 365 (the “Prorated Payment”). Said payments of the Accrued Obligations shall be made on the same dates as such payments would have been paid to Service Provider had Service Member not died and said payments of the Prorated Payment shall be made within 30 days after the determination of the amount of the Prorated Payment is made, but in no event later than 45 days after the end of the Fiscal Year during which Service Member died.

6.2    Disability.

(a)    If Service Member becomes “Disabled” (as hereinafter defined) during the Term, the Company shall have the right to terminate this Agreement and Service Provider’s service provider relationship with the Company. For purposes of this Agreement, Service Member shall be deemed “Disabled” if Service Member is unable, as a result of any medically determinable physical or mental disease or impairment, to discharge with or without reasonable accommodation the essential functions of the duties set forth herein for a continuous period of 120 days or a cumulative period of 180 days during any 12 month period. Notwithstanding anything to the contrary herein, Service Member shall be deemed Disabled and this Agreement and Service Provider’s service provider relationship with the Company shall be terminated for purposes of the foregoing sentence as of the last day of the applicable period (the “Disability Date”), and Service Provider shall be entitled to payment of all Accrued Obligations at all times prior to the Disability Date.

(b)    If the Company determines that Service Member has become Disabled and elects to terminate this Agreement and the Service Provider’s service provider relationship with the Company as a result thereof, the Company shall deliver written notice (the “Disability Notice”) thereof to Service Provider. Within five days after delivery of a Disability Notice by the Company, Service Provider may dispute the Company’s claim that Service Member is disabled by delivering a written notice (the “Dispute Notice”) thereof to the Company. Service Provider’s failure to deliver the Dispute Notice within said five day period shall be deemed an election not to dispute the Company’s determination that Service Member is disabled or the Company’s election to terminate this Agreement and Service Provider’s service provider relationship with the Company. Within five days after delivery of the Dispute Notice, Service Provider and the Company shall each select a duly licensed physician, and such licensed physicians shall then mutually appoint a third duly licensed physician, who shall examine Service Member for the purpose of determining whether Service Member is Disabled for purposes of this Agreement and whose determination shall be binding on the Company and Service Provider. Said third physician shall endeavor to make a determination as to the Disability of Service Member as soon as possible, but in no event later than 14 days after such appointment. Service Member shall consent to be examined by such licensed physicians and cooperate with such examinations.

 

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(c)    If Service Member becomes Disabled during the Term and this Agreement and Service Provider’s service provider relationship with the Company is thereby terminated, (i) the Company shall pay the Accrued Obligations to Service Provider and (ii) the Company shall pay a Prorated Payment to Service Provider (except that, for purposes of this Section 6.2 only, the numerator of the fraction used to determine the Prorated Payment shall be the number of days during the applicable Fiscal Year occurring prior to the Disability Date). Said payments of the Accrued Obligations shall be made on the same dates as such payments would have been paid to Service Provider had Service Member not become Disabled and said payments of the Prorated Payment shall be made within 30 days after the determination of the amount of the Prorated Payment is made, but in no event later than 45 days after the end of the Fiscal Year during which Service Member became Disabled.

6.3    For Cause or Without Good Reason. The Company may terminate this Agreement and Service Provider’s service provider relationship with the Company for “Cause,” and Service Provider may terminate this Agreement and Service Provider’s service provider relationship with the Company without “Good Reason” (as defined in Section 6.4), each upon at least 10 days’ notice to the other party. For purposes of this Agreement, “Cause” shall mean that one of the following events shall have occurred (the “Cause Events”): (i) Service Provider and/or Service Member having been convicted of, or having pleaded guilty or nolo contendere to, a felony (other than a traffic violation or by reason of vicarious liability) or a misdemeanor involving moral turpitude; (ii) Service Provider’s and/or Service Member’s substantial and repeated failure or refusal to perform its or her lawful duties under this Agreement, except during periods of Service Member’s physical or mental incapacity, or otherwise materially breach its obligations under this Agreement; (iii) Service Provider’s and/or Service Member’s willful misconduct or gross negligence with respect to any material aspect of the Company’s business, which willful misconduct or gross negligence has a material and demonstrable adverse effect on the Company; (iv) any material misappropriation or embezzlement of the property of the Company or any of its affiliates by Service Provider and/or Service Member; (v) Service Provider’s and/or Service Member’s substitution of any other person or entity in lieu of Service Member for the provision of the services to be provided hereunder; or (vi) the dissolution of Service Provider or the filing by Service Provider or Service Member of a petition in voluntary bankruptcy, an assignment for the benefit of creditors or other action taken voluntarily or involuntarily under any State or federal statute for the protection of debtors. The Board of Directors shall provide written notice to Service Provider setting forth the applicable Cause Event, and (with respect to the occurrence of a Cause Event occurring pursuant either to subclause (ii) or (iii) above) Service Provider shall have 15 days (the “Cure Period”) in which to cure such Cause Event. If Service Provider fails to cure said Cause Event within the Cure Period, this Agreement and Service Provider’s service provider relationship with the Company shall terminate without any further action of the parties as of the end of the Cure Period. If this Agreement and Service Provider’s service provider relationship with the Company are terminated by the Company with Cause, or if Service Provider terminates this Agreement and Service Provider’s service provider relationship with the Company without Good Reason, the Company shall have no further obligation to Service Provider other than the obligation of

 

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Company to pay to Service Provider the Accrued Obligations. Said payments of the Accrued Obligations shall be made on the same dates as such payments would have been paid to Service Provider had this Agreement and Service Provider’s service provider relationship with the Company not been terminated for Cause or had Service Provider not terminated this Agreement and Service Provider’s service provider relationship with the Company without Good Reason.

6.4    Without Cause or for Good Reason. The Company may terminate this Agreement and Service Provider’s service provider relationship with the Company at any time without Cause, and Service Provider may terminate this Agreement and Service Provider’s service provider relationship with the Company at any time with “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean that one of the following events shall have occurred and shall not have been cured by the Company within 30 days after receipt of written notice from Service Provider of the occurrence of such event delivered to the Company within 90 days of the occurrence of such event: (i) the Company shall have materially reduced Service Provider’s and/or Service Member’s compensation, materially diminished Service Provider’s and/or Service Member’s duties, responsibilities, or authority, materially changed Service Provider’s and/or Service Member’s reporting structure, or otherwise breached the terms of this Agreement or any other agreement then in effect between Service Provider and/or Service Member on the one hand and the Company (or any of its affiliates) on the other hand; or (ii) the Company shall have relocated the principal location at which Service Provider and/or Service Member is to provide its and/or her services hereunder to a location more than 15 miles from                             . If this Agreement and Service Provider’s service provider relationship with the Company are terminated by the Company without Cause or are terminated by Service Provider for Good Reason, the Company shall (a) pay to Service Provider the Accrued Obligations, (b) pay to Service Provider its then current Service Fee from the effective date of termination up through and until the date which is six months from the date of termination (the “Severance Period”) and (c) pay to Service Provider a payment equal to the Additional Compensation payable in respect of either the Fiscal Year during which Service Provider’s termination occurs or the immediately preceding Fiscal Year, whichever is higher; provided, however, that in no event shall any Founder Payment in any Fiscal Year (or partial Fiscal Year) exceed the Additional Compensation in such Fiscal Year (or partial Fiscal Year) (the “Severance Payment”). Said payments of the Accrued Obligations, the amounts due in respect of the Severance Period and the parties’ good faith estimate of the Severance Payment shall be made within 30 days after the effective termination date; provided that the amount of the estimated Severance Payment shall be reconciled against the actual amount of the Severance Payment not later than 45 days after the end of the Fiscal Year during which Company shall have terminated this Agreement without Cause or Service Member shall have terminated this Agreement for Good Reason, and Company shall pay any underpayment to Service Member or Service Member shall pay any such overpayment to Company, as applicable, within 15 days after such reconciliation is completed. Any payments received through the subsequent employment with or performance of services for another entity, through self-employment or otherwise, during or after the Severance Period (including, without limitation, salaries, fees, commissions, bonuses and consulting fees) shall not reduce any amounts payable by the Company to Service Member pursuant to this Section 6.4.

 

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6.5 Section 409A Compliance.

(a)    The parties intend for the Applicable Agreements to be exempt from the application of the Section 409A Provisions. To the extent that any payment under the Applicable Agreements is a Covered Payment, the provisions of this Section 6.5 shall apply to the Applicable Agreements and the Covered Payments notwithstanding any other provision contained in the Applicable Agreements. It is the intent of the parties that the terms and conditions of the Applicable Agreements and the making of any payment thereunder shall not result in a plan failure subject to Code Section 409A(a)(1). The Applicable Agreements shall be interpreted in a manner to prevent the occurrence of a plan failure subject to Code Section 409A(a)(1) and to comply with the Section 409A Provisions. Notwithstanding any other provision of the Applicable Agreements to the contrary, if the Company or Service Provider determines that any payment or benefit to Service Provider under the Applicable Agreements may be subject to Code Section 409A(a)(1), Company and Service Provider, at the request of either but with the written consent of the other, which consent shall not be unreasonably withheld, shall adopt such amendments to the Applicable Agreements or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect) or take any other actions necessary or appropriate to cause the compensation and benefits payable under the Applicable Agreements to comply with the Section 409A Provisions, to be not subject to Code Section 409A(a)(1), and to preserve the intended tax treatment of such payments and the benefits under the Applicable Agreements.

(b)    If a Covered Payment is payable upon a separation from service of the Service Provider, the term separation from service shall have the meaning set forth in Reg. Section 1.409A-1(h). If Service Provider is a specified employee, as defined in Reg. Section 409A-1(i), the Covered Payments payable upon a separation of service shall not be paid before the date that is six months after the separation from service or, if earlier, the date of death of Service Provider. Any Covered Payment which is delayed pursuant to the preceding sentence shall be paid on the first business day of the seventh month following the separation from service of Service Provider.

(c)    To the extent necessary to ensure satisfaction with the requirements of Section 409A(b)(3) of the Code, assets shall not be set aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the payment of amounts payable under this Agreement.

(d)    If a Covered Payment is payable at a specified time or on a fixed schedule which does not comply with the requirements of Reg. Section 1.409A-3(i)(1), the Applicable Agreements shall be modified to the extent necessary to comply with the requirements of Reg. Section 1.409A-3(i)(1).

(e)    No acceleration of the time or schedule of any Covered Payment shall be made. No Covered Payment may be alienated, sold or used to secure a loan. The prohibition set forth in this Section 6.5 shall not apply to any Covered Payment to the extent such Covered Payment qualifies for an exception pursuant to Reg. Section 1-409A- 3(j)(4).

 

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(f)    If any Applicable Agreement or policy of Company provides for separation pay, including the payments provided by Section 6 of this Agreement, the terms and conditions under which such separation pay is payable to Service Provider shall be modified if necessary, but only to the extent necessary, to satisfy the requirements of Reg. Section 1.409A-1(b)(9) to qualify the separation pay for the exception from characterization as deferred income.

(g)    Definitions.

(i)    “Applicable Agreements” shall mean this Agreement and any other plan, agreement or arrangement between Company or a Company affiliate and Service Provider with which this Agreement may be aggregated pursuant to Code Sections 409A(d)(3) and (6).“Code” shall mean the Internal Revenue Code of 1986, as amended.

(ii)    “Covered Payment” shall mean any payment under an Applicable Agreement to the extent determined to be deferred compensation subject to the Section 409A Provisions.

(iii)    “Reg. Section” shall mean the sections of the Treasury Regulations issued pursuant to the Code.

(iv)    “Section 409A Provisions” shall mean Code Section 409A(a)(1) and the Treasury regulations and other interpretive guidance issued pursuant thereto.

(v)    “Substantial Risk of Forfeiture” shall have the meaning set forth in Reg. Section 1.409A-1(d).

(h)    The Company hereby informs Service Provider that the federal, state, local, and/or foreign tax consequences of this Agreement (including without limitation those tax consequences implicated by Section 409A) are complex and subject to change. Service Provider acknowledges and understands that Service Provider should consult with its own personal tax or financial advisor in connection with this Agreement and its tax consequences. Service Provider understands and agrees that the Company has no obligation and no responsibility to provide Service Provider with any tax or other legal advice in connection with this Agreement and its tax consequences. Service Provider agrees that Service Provider shall bear the sole and exclusive responsibility for any and all adverse federal, state, local, and/or foreign tax consequences (including without limitation any and all tax liability under Section 409A of this Agreement to which it may be subject under applicable law).

7.    Work for Hire. To the maximum extent permitted by applicable law, Service Provider agrees that the Company shall be the sole and exclusive owner of all right, title and interest in and to any and all works, materials, ideas, products, services, developments, projects and other matters developed, created, conceived, suggested, submitted or otherwise worked on by Service Provider, either solely or in collaboration with others, at any time during Service Provider’s service to the Company, and all other results and proceeds of services performed by Service Provider (collectively, the “Property”). In that connection, Service Provider acknowledges and agrees that all Property shall be considered a “work made for hire” for Company as that term is defined in §101 of the 1976 Copyright Act. Service Provider will promptly disclose in writing to the Board of Directors complete information concerning all Property developed, created or conceived by Service Provider, either solely or

 

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in collaboration with others. To the extent the Property, or any portion thereof, is determined by a court of competent jurisdiction or administrative agency not to be a “work made for hire,” Service Provider hereby assigns all proprietary rights in the Property to Company without further compensation, and further agrees to execute, without any further compensation, any and all documents deemed necessary or appropriate by Company to effectuate a complete transfer of ownership of all rights to Company throughout the universe. Service Provider also agrees that Company shall have the sole and exclusive right in perpetuity to use, exploit, distribute and otherwise turn to account any or all of the Property, and that Company may modify, change or alter all or any part of the Property, all as Company may determine from time to time in its sole discretion. Service Provider hereby waives any “artist’s rights” or “moral rights” which Service Provider might otherwise have in any Property. Service Provider hereby agrees that Company may modify or change any Property in its sole or absolute discretion without notice to or consent of Service Provider. Notwithstanding the foregoing, the term “Property” shall not apply to or include, and the Company shall have no rights in, any intellectual property then in the public domain, or any intellectual property that Service Provider developed entirely on Service Provider’s own time without using the Company’s equipment, supplies, facilities, or trade secret information except for that intellectual property that either: (i) relates at the time of conception or reduction to practice of such intellectual property to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (ii) result from any work performed by the Service Provider for the Company.

8.    Proprietary Information.

8.1    Defined. Service Provider acknowledges and agrees that Service Provider has learned and obtained information, and will in the future learn and obtain information, tangible or intangible, relating to: (i) the Company, its “affiliates” (as defined below) and their respective owners (collectively, the “Company Parties”); (ii) employees or independent contractors of the Company Parties; (iii) the customers and clients of the Company Parties; and/or (iv) the business, operations, prospects and condition (financial or otherwise) of the Company Parties, such employees, independent contractors, customers and clients (collectively, “Proprietary Information”). Proprietary Information includes, but is not limited to, any and all written or electronic research, developments, engineering plans, trade secrets, know-how, inventions, techniques, processes, customer lists, financial data, sales, marketing or merchandising plans, specifications, blueprints, designs, budgets, schedules, source code, drawings, tapes, notes, works derived from source code and agreements. For purposes of this Agreement, an “affiliate” means (a) any individual or entity that owns (directly or indirectly) at least 50% of the outstanding equity securities (determined on a fully diluted basis) of the Company (a “Parent”), or (b) any individual or entity whose equity securities (determined on a fully diluted basis) are at least 50% owned, directly or indirectly, by the Company or the Company’s Parent.

8.2    Service Provider Obligations. Service Provider agrees to hold all Proprietary Information (whether received prior to or during Service Provider’s service to the Company) in strict confidence and trust for the sole benefit of Company and not to, directly or indirectly, disclose, use, copy, publish or summarize any Proprietary Information, except

 

9


or unless (i) during Service Provider’s service to the Company, to the extent necessary to carry out Service Provider’s responsibilities under this Agreement; (ii) after termination of this Agreement, as specifically authorized in writing by the Board of Directors or as required by any law, court order or similar process or proceeding; (iii) such Proprietary Information is or becomes publicly known through lawful means; (iv) the Proprietary Information was rightfully in Service Provider’s possession or part of Service Provider’s general knowledge prior to its service to the Company or Psyop Productions, LLC, and Service Provider did not learn of it, directly or indirectly, from the Company or Psyop Productions, LLC; or (v) such Proprietary Information is disclosed to Service Provider without confidential or proprietary restriction by a third party who rightfully possesses such Proprietary Information (without confidential or proprietary restriction) and did not learn of it, directly or indirectly, from any Company Party. Upon termination of this Agreement for any reason, Service Provider shall return to the Company all books, records, notes, manuals, recordings, and other personal property and tangible Proprietary Information obtained or prepared by Service Provider during the course of its service, or otherwise belonging to the Company.

8.3    Economic Value to Company and its Customers; Potential Liabilities. Service Provider acknowledges that Proprietary Information has significant economic value to the Company Parties, employees, independent contractors, customers and clients, which constitutes a substantial basis and foundation upon which the business of the Company Parties (and such customers and clients) is predicated, due to the fact that the Proprietary Information is not generally known to the public, and that the unauthorized use or disclosure of the Proprietary Information is likely to be extremely detrimental to the interests of the Company Parties and its customers and clients, and so may result in injunctive and other equitable relief, as well as liability for damages and other civil or criminal liability.

9. Non-Competition and Non-Solicitation.

9.1    Covenants Not to Compete. Except in connection with its performance of services for the Company, Service Provider agrees that at no time between the Effective Date and the termination of this Agreement will Service Provider, without the prior written consent of the Board of Directors, (i) directly or indirectly engage in; or (ii) have any direct or indirect interest in (whether as a proprietor, partner, investor, shareholder, member or lender) any corporation, partnership, limited liability company, trust or other entity (each, an “Entity”) that directly or indirectly is or expects to engage in; or (iii) assist or render services (whether or not for compensation) to or for any Entity that, directly or indirectly, is engaged in or expects to become engaged in, any business conducted by any Company Party during the Term.

9.2    Covenant Not to Solicit or Interfere. Service Provider agrees that, between the Effective Date and the termination of this Agreement, it will not, without the prior written consent of the Board of Directors, directly or indirectly (i) solicit, divert or take away, or attempt to solicit, divert or take away, any individual who is on or at any time during the Term an employee of any Company Party, or induce or attempt to induce any such employee to terminate his/her employment with such Company Party; or (ii) solicit, divert or take away, or attempt to solicit, divert or take away, any individual or Entity who is, upon or at any time during the Term a customer or client of any Company Party, or advise or induce any such individual or Entity not to continue as a customer or client of such Company Party.

 

10


9.3    Exclusion for Publicly Traded Securities. Notwithstanding anything to the contrary contained in this Agreement, Service Provider may own (beneficially or of record) securities issued by any Entity, if such securities are listed on any national securities exchange or are registered under Section 12(g) of the Securities Exchange Act of 1934, and such ownership does not exceed 5% of the aggregate issued and outstanding shares or units of such securities.

9.4    Blue Penciling. In the event any provision of this Section 9 is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Without in any way limiting the generality of the preceding sentence, in the event the covenant not to compete contained herein, in the view of a court or arbitrator asked to rule upon the issue, is deemed unenforceable by reason of covering too large an area, too long a period of time or too many business activities, then the same shall be deemed to cover only the largest area, the longest time period or the most business activities, as the case may be, which will not render it unenforceable. In the event in any proceeding, a court of competent jurisdiction or arbitrator shall refuse to enforce any of the separate covenants deemed included in this Section 9, then such unenforceable covenants shall be deemed deleted from this Section 9 to the extent necessary to permit the remaining separate covenants to be enforced.

9.5    Covenants Reasonable. Service Provider agrees that the covenants provided for in this Section 9, including the term and geographical area encompassed therein, are necessary and reasonable in order to protect the Company in the conduct of its businesses and the utilization of the Proprietary Information of the Company, including good will.

10.    Remedies. With respect to each and every breach or violation or threatened breach or violation by Service Provider of Sections 7, 8 or 9 above, the Company, in addition to all other remedies available to it at law or in equity (including, without limitation, specific performance of the provisions hereof), shall be entitled to seek to enjoin the commencement or continuance thereof and may apply to any court of competent jurisdiction for entry of equitable relief, including, without limitation, an immediate restraining order or injunction, without the necessity of posting a bond or other surety.

11.    Agreement to Arbitrate.

11.1    Except as otherwise provided in Section 10 above, any dispute or controversy arising out of or relating to any interpretation, construction, performance, termination or breach of this Agreement, will be settled by final binding arbitration by a single arbitrator to be held in                     , in accordance with the American Arbitration Association national rules for resolution of business disputes then in effect, except as provided herein. The arbitrator selected shall have the authority to grant any party all remedies otherwise available by law, including injunctions, but shall not have the power to grant any remedy that would not be available in a state or federal court in

 

11


                    . The arbitrator shall be bound by and shall strictly enforce the terms of this Section 11 and may not limit, expand or otherwise modify its terms. The arbitrator shall make a good faith effort to apply the substantive law (and the law of remedies, if applicable) of the state of                     , or federal law, or both, as applicable, without reference to its conflicts of laws provisions, but an arbitration decision shall not be subject to review because of errors of law. The arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to hear and rule on dispositive motions (such as motions for summary adjudication or summary judgment). The arbitrator shall have the powers granted by                      law and the rules of the American Arbitration Association which conducts the arbitration, except as modified or limited herein.

11.2    Notwithstanding anything to the contrary in the rules of the American Arbitration Association, the arbitration shall provide (i) for written discovery and depositions as provided under                      law, and (ii) for a written decision by the arbitrator that includes the essential findings and conclusions upon which the decision is based which shall be issued no later than thirty (30) days after a dispositive motion is heard and/or an arbitration hearing has completed. The Company shall pay all fees and administrative costs charged by the arbitrator and American Arbitration Association.

11.3    Service Provider and the Company shall have the same amount of time to file any claim against any other party as such party would have if such a claim had been filed in state or federal court. In conducting the arbitration, the arbitrator shall follow the rules of evidence of the State of                      (including but not limited to all applicable privileges), and the award of the arbitrator must follow                      and/or federal law, as applicable.

11.4    The arbitrator shall be selected by the mutual agreement of the parties. If the parties cannot agree on an arbitrator, the parties shall alternately strike names from a list provided by the American Arbitration Association until only one name remains.

11.5    The decision of the arbitrator will be final, conclusive, and binding on the parties to the arbitration. The prevailing party in the arbitration, as determined by the arbitrator, shall be entitled to recover her or its reasonable attorneys; fees and costs, including the costs or fees charged by the arbitrator and the American Arbitration Association. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

12.    General Provisions.

12.1    Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) or assignee to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement. Service Provider shall not be entitled to assign any of Service Provider’s rights or obligations under this Agreement without the Company’s written consent.

12.2    Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

 

12


12.3    Attorneys’ Fees. In any action to enforce the terms of this Agreement, the prevailing party shall be reimbursed by the non-prevailing party for such prevailing party’s reasonable attorneys’ fees and costs, including the costs of enforcing a judgment.

12.4    Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

12.5    Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. Service Provider acknowledges that Service Provider has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

12.6    Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of                     .

12.7    Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below, or such other address as either party may specify in writing.

13.    Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter hereof and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Service Provider and the Board of Directors. No oral waiver, amendment, or modification will be effective under any circumstances whatsoever.

14.    Representations and Warranties.

14.1    Service Provider Representations and Warranties. Service Provider represents and warrants to the Company that Service Provider has the right to enter into this Agreement (and all other documents and agreements contemplated by this Agreement) on the terms and subject to the conditions hereof; that this Agreement is binding and enforceable against Service Provider in accordance with its terms; that the execution, delivery and

 

13


performance by Service Provider of this Agreement will not violate any other agreement to which Service Provider is a party or by which Service Provider is bound, including, without limitation, any non-competition, non-solicitation, confidentiality, non-disclosure, invention ownership or work-for-hire agreement; and Service Provider has not done or permitted to be done anything which might curtail or impair any of the rights granted to Company herein.

14.2    Company Representations and Warranties. The Company represents and warrants to Service Provider that this Agreement (and all other documents and agreements contemplated by this Agreement) has been duly authorized by all requisite corporate action on the part of the Company and has been approved by the Board of Directors; that this Agreement is binding and enforceable against the Company in accordance with its terms; and that the execution, delivery and performance by the Company of this Agreement will not violate any other agreement to which the Company is a party or by which the Company is bound.

15.    Indemnification. The Company shall defend and indemnify Service Provider to the fullest extent permitted by applicable law if Service Provider is made or threatened to be made a party to an action or proceeding whether criminal, civil, administrative or investigative, by reason of the fact that it is or was a service provider of the Company or any predecessor of the Company or serves or served at any other enterprise as a service provider at the request of the Company or any predecessor to the Company.

16.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically in either Tagged Image Format Files (“TIFF”) or Portable Document Format (“PDF”) shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. Any party delivering an executed counterpart of this Agreement by facsimile, TIFF or PDF also shall deliver a manually executed counterpart of this Agreement but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

 

14


SCHEDULE A

Additional Compensation. “Additional Compensation” for purposes of this Agreement will be calculated as follows: the amount of directing income earned (as calculated below) collectively by Double Rainbow, Inc., RoBeast, Inc., Toofarbehindthefuture, Inc. and Tiger’s Nest, Inc. (collectively, the “Service Providers”) more than $1,750,000 in a Fiscal Year divided by 5, or 20% of such amount. By means of example, if the amount of directing income earned by the Service Providers equals $2,750,000 in a Fiscal Year, or $1,000,000 more than the $1,750,000 threshold, Additional Compensation of $200,000 ($1,000,000/5) will be earned under this Agreement for such Fiscal Year.

The Directing Income will be calculated as follows

 

  1.

LIVE ACTION PROJECTS

 

  a.

$20,000 per shoot day, If, however, Service Provider’s services are utilized as a co-director (i.e., Service Provider renders directing services along with another director whose services are provided by the Company, and the other director is involved in the bidding process prior to such Live Action project) then such Twenty Thousand Dollars ($20,000) per shoot day shall be divided in half and Service Provider will be credited with $10,000 per shoot day. If the division of duties on such Live Action Project is such that an equal split between the Service Provider and the co-director is not equitable, the Parties will agree to an alternate allocation prior to the project.

 

  b.

Thirty-five percent (35%) of the “Actual Gross Profit” (as hereinafter defined), on the live action portion of projects directed by the Service Provider and produced by the Company.

“Actual Gross Profit” means the total compensation actually received by the Company from projects for clients/agencies directed by Service Provider, less all direct costs of production (including, without limitation, the costs of talent and subcontracts, editorial, insurance per bid where the Company provides the insurance, Director’s Fees, DGA contributions, treatment, presentation and pitch costs for the Project and costs paid in connection with a Project that are not otherwise set forth in the budget for the Project, and all costs that fall within or that are listed as Items A-K (including any A-K broken out below the line on the then-applicable AICP bid form) (“Actualized Costs”), and less sales and overhead costs equal to eight percent (8%) of those items that fall within the budget categories identified as Items A-K of the awarded bid including any A-K items broken out below the line on the then applicable AICP bid form (“Overhead Fee”).

 

  2.

ANIMATION PROJECTS

 

  a.

A sum equal to ten percent (10%) of the Company’s “Gross Billings” (as defined below) for each animation Project that is directed entirely by Service Provider, however, if Service Provider’s services are utilized as a co-director on an animation Project (i.e., Service Provider renders directing services along with another director whose services are provided by the Company, and the other director is involved in the bidding process prior to such animation Project) then such ten percent (10%) of the Company’s Gross Billings on such Project shall be divided equally and Service Provider will be credited with 5% of Gross Billings on such animation project. If the division of duties on such Animation Project is such that an equal split between the Service Provider and the co-director is not equitable, the Parties will agree to an alternate allocation of the Gross Billings prior to the project.

 

  b.

For animation projects that are out sourced to another studio Service Provider will be credited with a sum equal to five percent (5%) of the Gross Billings received for such outsourced amount.

 

15


“Gross Billings” shall be defined as all non-refundable amounts received by the Company, pursuant to line items in the original “in-going” budget, for the applicable animation Project directed entirely by Service Provider or entirely by Service Provider and another director whose services are provided by the Company for such animation Project. For the avoidance of doubt, Gross Billings shall not include any pass-through items or handling fees and the handling fees items to which such handling fees relate, for example, but not limitation, costs for editorial, talent, insurance, all travel and per diems.

 

16

EX-23.1 17 d631142dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-1 of our report dated April 12, 2019, with respect to the consolidated financial statements of Psyop Media Company, LLC and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive income (loss), changes in members’ equity and cash flows for each of the years in the two year period ended December 31, 2018 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Citrin Cooperman & Company, LLP

New York, New York

May 10, 2019

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