CREDIT AND GUARANTY AGREEMENT dated as of October 14, 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS...Credit and Guaranty Agreement • October 17th, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 14, 2016, is entered into by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (“Parent Borrower”) and Subsidiaries of Parent Borrower, as Guarantors, the Lenders party hereto from time to time, Digital Entertainment Holdings LLC (“AMC”), as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and Collateral Agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).
ContractRLJ Entertainment, Inc. • October 17th, 2016 • Services-motion picture & video tape distribution • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC ____________________________ Dated as of October 14, 2016Registration Rights Agreement • October 17th, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 17th, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 20, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RLJ Entertainment, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares,” and such number of Warrant Shares, the “Warrant Share Number”)) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCKHOLDERS’ AGREEMENT by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC andStockholders’ Agreement • October 17th, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
