REALD INC. [·] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 22nd, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • New York
Stockholders of RealD Inc., a Delaware corporation (the “Company”), named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.0001 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [•] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
February 6, 2013Separation Agreement • June 6th, 2013 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
On behalf of RealD Inc., a Delaware corporation (the “Company”), I am pleased to provide you with this letter setting forth the terms and conditions of your prospective employment with the Company (the “Agreement”).
REALD INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into as of the 8th day of April, 2010 (the “Agreement”), by and between RealD Inc., a Delaware corporation (the “Company”), and Michael Lewis (“Indemnitee”), with reference to the following facts:
March 25, 2015RealD Inc. • March 27th, 2015 • Radio & tv broadcasting & communications equipment • California
On behalf of RealD Inc., a Delaware corporation (the “Company”), I am pleased to provide you with this letter setting forth the terms and conditions of your continued employment with the Company (the “Agreement”). Effective as of March 25, 2015 (the “Effective Date”) this Agreement amends, restates and supersedes in its entirety your Employment Agreement with the Company dated October 17, 2011.
Credit and Security AgreementCredit and Security Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Credit and Security Agreement (“Agreement”) is entered into as of July 26, 2007, by and between REAL D, a California corporation (“Borrower”), and City National Bank, a national banking association (“CNB”).
OPERATING AGREEMENT OF DIGITAL LINK II, LLCOperating Agreement • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware
THIS OPERATING AGREEMENT (this “Agreement”), is made and entered into as of March 2, 2007, by Digital Link II, LLC, a Delaware limited liability company (the “Company”), REAL D, a California corporation (“REAL D”), and Ballantyne of Omaha, Inc., a Delaware corporation (“Ballantyne”). REAL D and Ballantyne are referred to herein collectively as the “Members,” and each individually as a “Member.”
REAL D 100 N. Crescent Drive., Suite 120 Beverly Hills, CA 90210 September 1, 2007RealD Inc. • June 29th, 2010 • Radio & tv broadcasting & communications equipment • California
This Amended and Restated Agreement of Employment by and between REAL D (“REAL D”, or the “Company”) and Andrew Skarupa (this “Agreement”) amends and restates the terms contained in that certain Offer of Employment by REAL D dated December 17, 2004, previously agreed to by you and REAL D (the “Employment Offer”). You shall report directly to the Chief Executive Officer, and your title shall be Chief Financial Officer. The terms of our offer, and the benefits to be provided by the Company, each to be effective as of September 1, 2007, are as follows:
EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENTEmployee Invention Assignment And • June 29th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
In consideration of, and as a condition to, my employment with RealD Inc., a Delaware corporation (the “Company”), I hereby represent to, and agree with, the Company as follows:
REALD INC. 2010 STOCK INCENTIVE PLAN NONSTATUTORY PERFORMANCE STOCK OPTION AGREEMENTNonstatutory Performance Stock Option Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
RealD Inc., a Delaware corporation (the “Company” or “RealD”), hereby grants an Option to purchase shares of its Common Stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the RealD Inc. 2010 Stock Incentive Plan (the “Plan”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 24th day of December 2007, by and among REAL D, a California corporation (the “Company”), each of the investors listed on Exhibit A hereto (each an “Investor” and collectively the “Investors”), and Michael V. Lewis and Joshua Greer (each a “Founder”, and collectively the “Founders”, and collectively with the Investors, the “Shareholders”).
REALD INC. 2010 STOCK INCENTIVE PLAN NONSTATUTORY PERFORMANCE STOCK OPTION AGREEMENTNonstatutory Performance Stock Option Agreement • June 29th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
RealD Inc., a Delaware corporation (the “Company” or “RealD”), hereby grants an Option to purchase shares of its Common Stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the RealD Inc. 2010 Stock Incentive Plan (the “Plan”).
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed...System License Agreement • June 29th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • Texas
This Amended and Restated REAL D System License Agreement (the “Agreement”) is entered into as of May 19, 2009 (the “Effective Date”), by and between REAL D, a company incorporated under the laws of the State of California, and having a principal place of business at 100 North Crescent Drive, Suite 120, Beverly Hills, California 90210 (“REAL D”, or the “Company”), and Cinemark USA, Inc., a company incorporated under the laws of the State of Texas and having a principal place of business at 3900 Dallas Parkway, Suite 500, Plano, Texas 75093 (“Licensee”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • November 27th, 2015 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), dated as of November 25, 2015, is entered into by and among Michael V. Lewis, an individual, and the MVL Trust dated August 3, 2010 (collectively, the “Stockholders”), and Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”).
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Second Amendment to Credit and Security Agreement (“Amendment”) is entered into as of November 6, 2009, by and between REAL D, a California corporation (“Borrower”) and City National Bank, a national banking association (“CNB”).
REAL D SYSTEM LICENSE AGREEMENT (U.S. 2008)System License Agreement • June 29th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This REAL D System License Agreement (the “Agreement”) is entered into as of October 15, 2008, by and between REAL D, a company incorporated under the laws of the State of California, and having a principal place of business at 100 North Crescent Drive, Suite 120, Beverly Hills, California 90210 (“REAL D”), and REGAL CINEMAS, Inc., a company incorporated under the laws of the State of Tennessee and having a principal place of business at 7132 Regal Lane, Knoxville, Tennessee 37918 (“Licensee”).
November 25, 2015 Rhombus Cinema Holdings, LLC c/o Rizvi Traverse Management LLC 9465 Wilshire Blvd. Suite 840 Beverly Hills, CA 90212 Re: Amended and Restated Rollover Investment Commitment Ladies and Gentlemen:Letter Agreement • November 27th, 2015 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware
This amended and restated letter agreement (this “Agreement”) sets forth the commitment of each of Michael V. Lewis and the MVL Trust dated August 3, 2010 (collectively, the “Rollover Investors”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock described in Section 1 below to Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”) in exchange for equity securities of Purchaser described in Section 1 below. This Agreement amends and restates in its entirety that certain letter agreement, dated as of November 8, 2015, by and among the Rollover Investors and Purchaser, for purposes of revising Schedule A hereto to correct the number of shares of Company Common Stock owned by the Rollover Investors as of the date hereof and attaching an amended and restated Schedule B hereto (the “LLC Term Sheet”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended,
REALD INC. 2010 STOCK INCENTIVE PLAN STOCK UNIT AGREEMENTStock Unit Agreement • June 10th, 2011 • RealD Inc. • Radio & tv broadcasting & communications equipment
The Company hereby awards Stock Units to the Participant named below. The terms and conditions of the Award are set forth in this cover sheet, in the attached Stock Unit Agreement and in the RealD Inc. 2010 Stock Incentive Plan as it may be amended from time to time. This cover sheet is incorporated into and a part of the attached Stock Unit Agreement (together, the “Agreement”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • February 5th, 2014 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
THIS SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (the “Agreement”) is between RealD Inc., a Delaware corporation (the “Company”), and Joseph Peixoto (“Executive”) (together, the “Parties”), This Agreement is being provided to Executive on October 21, 2013, and shall be effective only if it has been executed by each of the Parties and the revocation period has expired without revocation as set forth in Section 7 below (the “Effective Date”).
SECOND AMENDED AND RESTATED REALD SYSTEM LICENSE AGREEMENT (2010)Reald System License Agreement • June 29th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Second Amended and Restated RealD System License Agreement (2010) (the “Agreement”) is entered into as of May 9, 2010 and is effective as of April 7, 2010 (the “Effective Date”), by and between RealD Inc., a company incorporated under the laws of the State of Delaware, and having a principal place of business at 100 North Crescent Drive, Suite 120, Beverly Hills, California 90210 (“RealD”), and American Multi-Cinema, Inc., a company incorporated under the laws of the State of Missouri and having a principal place of business at 920 Main Street, Kansas City, Missouri 64105 (“Licensee”).
May 25, 2010Agreement • June 29th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
On behalf of RealD Inc., a Delaware corporation (the “Company”), I am pleased to provide you with this letter setting forth the terms and conditions of your continued employment with the Company (the “Agreement”).
REALD INC. 2010 STOCK INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENTIncentive Plan Performance Stock Unit Agreement • June 26th, 2013 • RealD Inc. • Radio & tv broadcasting & communications equipment
The Company hereby awards Stock Units to the Participant named below. The terms and conditions of the Award are set forth in this cover sheet, in the attached Appendix A, in the attached Stock Unit Agreement and in the RealD Inc. 2010 Stock Incentive Plan as it may be amended from time to time (the “Plan”). This cover sheet and the attached Appendix A are incorporated into and a part of the attached Stock Unit Agreement (collectively these documents are the “Agreement”). Capitalized terms used in the Agreement but not defined in the Agreement have the same meaning as in the Plan.
Real D 100 N. Crescent Drive., Suite 120 Beverly Hills, CA 90210 September 1, 2007RealD Inc. • June 29th, 2010 • Radio & tv broadcasting & communications equipment • California
This Amended and Restated Agreement of Employment by and between REAL D, Inc. (“REAL D”, or the “Company”) and Joseph Peixoto (this “Agreement”) amends and restates the terms contained in that certain Offer of Employment by REAL D dated January 16, 2006, previously agreed to by you and REAL D (the “Employment Offer”). You shall report directly to the Chief Executive Officer, and your title shall be President Worldwide Cinema. The terms of our offer, and the benefits to be provided by the Company, each to be effective as of September 1, 2007, are as follows:
AND GENERAL RELEASE OF CLAIMSSeparation Agreement • February 10th, 2015 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
THIS SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this "Agreement") is entered into as of December 12 , 2014 (the "Effective Date") by and between Mr. Gary Sharp ("you" or "Mr. Sharp") and RealD Inc. ("Company") in consideration for and as a condition to the Company's obligation to provide you Separation Benefits to which you are not otherwise entitled.
REALD INC. SALARY AND STOCK UNIT ELECTION AGREEMENTSalary and Stock Unit Election Agreement • December 3rd, 2013 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
Please review this Salary and Stock Unit Election Agreement (this “Election Agreement”) and return a signed copy to [ ] of RealD Inc. (the “Company”) no later than [ , 2013]. Capitalized terms not explicitly defined in this Election Agreement but defined in the RealD Inc. 2010 Stock Incentive Plan (the “Plan”) will have the same definitions as in the Plan.
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • May 26th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Separation Agreement and General Release of Claims (the “Agreement”) is entered into by and between RealD Inc., a Delaware corporation (the “Company”), and [ ] (“Executive”) (together “the Parties”). This Agreement is effective only if it has been executed by each of the Parties and the revocation period has expired without revocation as set forth in Sections 5(c) and (d) below (the “Effective Date”).
March 25, 2015RealD Inc. • March 27th, 2015 • Radio & tv broadcasting & communications equipment • California
On behalf of RealD Inc., a Delaware corporation (the “Company”), I am pleased to provide you with this letter setting forth the terms and conditions of your continued employment with the Company (the “Agreement”). Effective as of March 25, 2015 (the “Effective Date”) this Agreement amends, restates and supersedes in its entirety your Employment Agreement with the Company dated May 25, 2010.
January 21, 2010RealD Inc. • May 26th, 2010 • Radio & tv broadcasting & communications equipment • California
On behalf of RealD (the “Company”), I am pleased to offer you the position described herein and present you with this offer letter agreement (the “Agreement”) setting forth certain terms and conditions of your employment.
AMENDMENT AND AGREEMENTAmendment and Agreement • June 29th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment
This Amendment and Agreement (this “Agreement/Amendment”) is made as of June 11, 2010 by RealD Inc., a Delaware corporation and the successor to Real D, a California corporation (the “Company”), each of the undersigned stockholders of the Company (collectively, the “Stockholders”) who are parties to the Amended and Restated Investors’ Rights Agreement of the Company dated as of December 24, 2007 (the “IRA”), and each of Drew Skarupa, Bob Mayson, and Joseph Peixoto (collectively, the “Additional Principals” and, collectively with the Company and the Stockholders, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the IRA if defined therein.
Credit and Security AgreementCredit and Security Agreement • June 29th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Credit and Security Agreement (“Agreement”) is entered into as of June 24, 2010, by and between RealD Inc., a Delaware corporation (“Borrower”), and City National Bank, a national banking association (“CNB”).
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 9th, 2010 • RealD Inc. • California
This First Amendment to Credit and Security Agreement (“Amendment”) is entered into as of August 18, 2009, by and between REAL D, a California corporation (“Borrower”) and City National Bank, a national banking association (“CNB”).
February 25, 2010RealD Inc. • May 26th, 2010 • Radio & tv broadcasting & communications equipment • California
On behalf of Real D, Inc., (the “Company”), 1 am pleased to offer you the position described herein and present you with this offer letter agreement (the “Agreement”) setting forth certain terms and conditions of your employment.
CONSULTING AGREEMENTConsulting Agreement • July 31st, 2012 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
THIS CONSULTING AGREEMENT (the “Agreement”) is made as of May 29, 2012 (the “Effective Date”) by and between RealD Inc. (the “Company”), a Delaware corporation, and DCH Consultants LLC (the “Consultant”).
Agreement to Jointly file Schedule 13G/ARealD Inc. • February 14th, 2013 • Radio & tv broadcasting & communications equipment
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G/A and any future amendments thereto reporting each of the undersigned’s ownership of securities of RealD Inc. and hereby affirm that such Schedule 13G/A is being filed on behalf of each of the undersigned.
November 8, 2015 Rhombus Cinema Holdings, LLC c/o Rizvi Traverse Management LLC Beverly Hills, CA 90212 Re: Equity Financing Commitment Ladies and Gentlemen:RealD Inc. • November 27th, 2015 • Radio & tv broadcasting & communications equipment • Delaware
This letter agreement sets forth the commitment of Rizvi Opportunistic Equity Fund III, L.P. (the “Fund”), subject to the terms and conditions contained herein, to purchase certain securities of Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of the date hereof, by and among RealD Inc., a Delaware corporation (the “Company”), Purchaser and Rhombus Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Purchaser (“Merger Sub”), Merger Sub will be merged with and into the Company, with the Company being the surviving entity of such merger and a wholly owned subsidiary of Purchaser. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Agreement.
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • April 9th, 2010 • RealD Inc. • California
This Amendment No. 2 to Third Amended and Restated Shareholders Agreement (this “Amendment”) is made and entered into as of May 1, 2009, by and between REAL D, a California corporation (the “Company”), and the undersigned shareholders of the Company (the “Consenting Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Shareholders Agreement (as defined below).
