Exhibit 10.1


 





LEASE TERMINATION AGREEMENT


 


This Lease Termination
Agreement (this “Agreement”), dated for identification purposes only February 24, 2015, is made and entered
into by and between Martin Shephard, Trustee of the Shephard Family Trust of 1998 (“Landlord”), and Point.360,
a California corporation (“Tenant”).


 


Recitals


 


A.Landlord and
Tenant are parties to that certain Multi-Tenant Industrial Net Lease dated as of March 17, 2004 (the “Lease”),
covering that certain premises located at 12421 W. Olympic Boulevard, Los Angeles, California 90064 (the “Premises”).
All capitalized terms used herein and not otherwise defined shall have the same meanings as in the Lease.


 


B.The term of the
Lease is scheduled to expire on May 31, 2019.


 


C.Landlord and
Tenant desire to confirm the early termination of the Lease effective as of the Termination Date (as defined below), all upon and
subject to the terms and conditions set forth below.


 


Agreement


 


In consideration of
the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree to terminate the Lease as follows:


 


1.Agreement to Terminate Lease.
Subject to terms and conditions set forth below, effective as of the Termination Date, Landlord and Tenant agree that (i) the Lease
shall terminate as if such date were the date set forth in the Lease for the expiration of the term thereof, and (ii) Tenant shall
terminate, transfer, assign and surrender to Landlord all of Tenant’s right, title and interest in, to and under the Lease
and the Premises, and shall remove its furniture, trade fixtures and equipment as permitted under the Lease. As used herein, the
term “Termination Date” means February 28, 2015. Tenant agrees to leave all the improvements, parts and surfaces
of the Premises in broom clean condition and free of any debris, but otherwise in an “as-is” condition.


 


2.Security Deposit. Landlord
shall return the Security Deposit in the amount of $17,378.00 to Tenant within thirty (30) days following the Termination Date,
except to the extent Landlord is entitled to use or apply the same pursuant to the terms of the Lease.


 


3.Release.


 


3.1Effective as
of the Termination Date, Tenant hereby releases Landlord from and against any and all claims, controversies, obligations, demands,
liabilities, causes of action, damages, costs, losses and expenses including, without limitation, reasonable attorneys’ fees
and costs (collectively, “Claims”) arising out of or in connection with the Premises and/or the Lease. Tenant
agrees that there is a risk that after the Termination Date, Tenant may suffer losses or damages which are unknown or unanticipated
as of the Termination Date. Tenant hereby assumes said risk and agrees that the release contained in this Section 3.1 shall
apply to all unknown or unanticipated claims, obligations and liabilities, as well as those known and anticipated.


 






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3.2Tenant agrees
that there is a risk that, subsequent to the execution of this Agreement including the release set forth in Section 3.1
above, Tenant will suffer losses or damages which are unknown or unanticipated as of the date hereof. Tenant hereby assumes said
risk and agrees that the releases contained in this Section 3 shall apply to all unknown or unanticipated claims, obligations
and liabilities, as well as those known and anticipated. Upon advice of independent legal counsel, Tenant hereby waives any and
all rights Tenant may have under California Civil Code §1542, which Section has been duly explained to Tenant by its counsel,
and which reads as follows:


 


“A
general release does not extend to claims which a creditor does not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”


 


__/s/AS____________________

Tenant’s Initials


 


3.3Notwithstanding
anything herein to the contrary, Sections 3.1 and 3.2 shall not affect any of Landlord’s covenants set forth in this
Agreement.


 


4.Representations and Warranties;
Indemnity.


 


4.1Tenant hereby
represents and warrants to Landlord the following: (i) Tenant has not, either voluntarily or by operation of law, heretofore assigned
or transferred all or any portion of Tenant’s right, title and interest in and to the Lease; (ii) this Agreement has been
duly executed by Tenant; (iii) no consent or approval of any other party is required for this Agreement to constitute a legal,
valid and binding obligation of Tenant; and (iv) to Tenant’s knowledge, there are no pending or threatened Claims by any
third parties arising out of or in connection with the Lease or the Premises.


 


4.2Tenant shall
indemnify, defend and hold harmless Landlord from and against any and all Claims arising out of or in connection with a breach
of Tenant’s representations and warranties set forth in Section 4.1 above.


 


4.3Landlord hereby
represents and warrants that, to the actual knowledge of Martin Shephard and/or Richard Shephard (without any duty of investigation
or inquiry of any kind) and except for any Common Area Operating Expenses (as defined in the Lease) outstanding as of the date
hereof, Landlord is not aware of any Claims against Tenant as of the date of this Agreement.


 






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5.Attorneys’ Fees. In
the event of any action for breach of, to enforce the provisions of, or otherwise involving this Agreement, the court in such action
shall award a reasonable sum as attorneys’ fees to the party who, in light of issues litigated and the court’s decisions
on those issues, was more successful in the action.


 


6.Miscellaneous.


 


6.1Partial Illegality.
The determination that any provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability
of the remaining provisions or of that provision under other circumstances and any invalid or unenforceable provision will be enforced
to the maximum extent permitted by law.


 


6.2Successors
and Assigns. The provisions of this Agreement, including, without limitation, the provisions of Section 3, shall be
binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns.


 


6.3No Third
Party Beneficiary. Nothing contained in this Agreement is intended to or shall be deemed to benefit any third party or give
any third party the right to enforce any right provided for hereunder.


 


6.4California
Law. This Agreement shall be governed by and construed in accordance with California law.


 


6.5Counterparts.
This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which, when taken
together, shall constitute one and the same instrument. A counterpart transmitted by facsimile shall be deemed an original for
all purposes.


 


[Signature Page Follows Immediately]


 






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IN WITNESS WHEREOF, Landlord and Tenant
have entered into this Agreement as of the date first set forth above.


 


	 	LANDLORD:
	 	 
	 	THE SHEPHARD FAMILY TRUST OF 1998
	 	 
	 	By:	/s/ Martin Shephard
	 	Name:	Martin Shephard, Trustee
	 	 	 


 


	 	TENANT:
	 	 
	 	POINT.360,
	 	a California corporation
	 	 
	 	By:	/s/ Alan Steel
	 	Name:	Alan Steel
	 	Its:	CFO
	 	 	 


 


 



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