REALD INC. [·] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 13th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • New York
RealD Inc., a Delaware corporation (the “Company”), proposes to issue and 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, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [·] shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [·] shares of common stock of the Company, and 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, the Option Shares and the Directed Shares (as defined below) are herein referred to as th
March 25, 2015Employment Agreement • March 27th, 2015 • 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”). 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.
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”.
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, 2015Employment Agreement • March 27th, 2015 • 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”). 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.
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.”
EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENTEmployee Invention Assignment and Confidentiality Agreement • 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:
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • 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”).
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...Real D 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)Real D 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:Rollover Investment Commitment • 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,
LIMITED GUARANTYLimited Guaranty • November 27th, 2015 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware
LIMITED GUARANTY, dated as of November 8, 2015 (this “Guaranty”), by Rizvi Opportunistic Equity Fund III, L.P., a Delaware limited partnership (the “Guarantor”), in favor of RealD Inc., a Delaware corporation (the “Guaranteed Party”).
if not terminated earlier in accordance with the terms herein) as of the end of the Term. The terms of Sections 6 through 13 shall survive any termination or expiration of this Agreement or of your employment. (b) Resignation. If you voluntarily...Employment Agreement • June 12th, 2015 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
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”).
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreements • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California
This Third Amended and Restated Shareholders Agreement (“Agreement”) is made and entered into as of this 24th day of December 2007, by and among REAL D, a California corporation (the “Company”), the holders of Series A Preferred Stock listed on Exhibit A hereto (the “Series A Holders”), the holders of Series B Preferred Stock listed on Exhibit A hereto (the “Series B Holders”) the holders of Series C Preferred Stock listed on Exhibit A hereto (the “Series C Holders”), the holders of the Series D Preferred Stock listed on Exhibit A hereto (the “Series D Holders”, and collectively with the Series A Holders, the Series B Holders and the Series C Holders, the “Investors”), Michael Lewis, Joshua Greer (together with Michael Lewis, the “Founders”), and any additional shareholder who becomes a party hereto or is bound hereby as provided herein (collectively with the Founders and the Investors, the “Shareholders”) with reference to the following facts:
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”).
CONTINUING GUARANTYContinuing Guaranty • April 8th, 2011 • RealD Inc. • Radio & tv broadcasting & communications equipment
For valuable consideration, the undersigned, Stereographics Corporation a California corporation (“Guarantor”), unconditionally guarantees and promises to pay City National Bank, a national banking association (“CNB”), or order, on demand, in lawful money of the United States, any and all indebtedness of RealD Inc., a Delaware corporation (“Borrower”) to CNB. The word “Indebtedness” is used herein in its most comprehensive sense and includes debts, obligations and liabilities of Borrower to CNB currently existing or now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or become barred by any statute of limitations or otherwise unenforceable.
REALD INC. 2010 STOCK INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENTPerformance 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.
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.
REAL D 100 N. Crescent Drive., Suite 120 Beverly Hills, CA 90210 September 1, 2007Employment Agreement • June 29th, 2010 • RealD Inc. • 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:
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.
January 21, 2010Employment Agreement • May 26th, 2010 • RealD Inc. • 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”).
REAL D 100 N. Crescent Drive., Suite 120 Beverly Hills, CA 90210 September 1, 2007Agreement of Employment • May 26th, 2010 • RealD Inc. • 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:
February 25, 2010Employment Agreement • May 26th, 2010 • RealD Inc. • 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”).
