WARRANT AGREEMENTWarrant Agreement • February 28th, 2011 • RLJ Acquisition, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 22, 2011, is by and between RLJ Acquisition, Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • January 7th, 2011 • RLJ Acquisition, Inc. • Blank checks • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2011, by and between RLJ ACQUISITION, INC., a Nevada corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2011 • RLJ Acquisition, Inc. • Blank checks • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 22, 2011, is made and entered into by and among RLJ Acquisition, Inc., a Nevada corporation (the “Company”), RLJ SPAC Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, a “Member” and collectively the “Members,” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between RLJ ACQUISITION, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Dated as of , 2011Warrant Agreement • February 14th, 2011 • RLJ Acquisition, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2011, is by and between RLJ Acquisition, Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
12,500,000 Units RLJ Acquisition, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2011 • RLJ Acquisition, Inc. • Blank checks • New York
RLJ Acquisition, Inc., a Nevada corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 12,500,000 units (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.001 par value (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 1,875,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
INDEMNITY AGREEMENTIndemnity Agreement • February 28th, 2011 • RLJ Acquisition, Inc. • Blank checks • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February __, 2011, by and between RLJ ACQUISITION, INC., a Nevada corporation (the “Company”), and (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 14th, 2011 • RLJ Acquisition, Inc. • Blank checks • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February ___, 2011, by and between RLJ ACQUISITION, INC., a Nevada corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 28th, 2011 • RLJ Acquisition, Inc. • Blank checks • New York
This Agreement is made effective as of February 22, 2011 by and between RLJ Acquisition, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
January ___, 2011Letter Agreement • January 28th, 2011 • RLJ Acquisition, Inc. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between RLJ Acquisition, Inc., a Nevada corporation (the “Company”), and Lazard Capital Markets LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 12,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
January ___, 2011Letter Agreement • January 28th, 2011 • RLJ Acquisition, Inc. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between RLJ Acquisition, Inc., a Nevada corporation (the “Company”), and Lazard Capital Markets LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 12,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 3rd, 2010 • RLJ Acquisition, Inc.
The undersigned hereby subscribes for and agrees to purchase 6,166,667 warrants (the “Insider Warrants”) at $0.75 per Insider Warrant, of RLJ Acquisition, Inc., a Nevada corporation (the “Company”), for an aggregate purchase price of $4,625,000 (the “Purchase Price”). Each Warrant is exercisable for one share of the Company’s common stock, par value $0.0001 per share, (“Common Stock”), at an exercise price of $12.00 per share. The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Company’s initial public offering of securities (“IPO”) which is being underwritten by Lazard Capital Markets LLC (the “Underwriter”). The Insider Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • April 6th, 2012 • RLJ Acquisition, Inc. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as April 2, 2012 (this “Agreement”), among RLJ ACQUISITION, INC., a Nevada corporation (“RLJ”), and each of the stockholders whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
Subscription AgreementRLJ Acquisition, Inc. • December 3rd, 2010
This offer is subject to the conditions that the Shares will, when issued, be validly issued, fully paid, and non-assessable, and that the Corporation is duly organized, validly existing, and in good standing under the laws of the State of Nevada.
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 6th, 2012 • RLJ Acquisition, Inc. • Blank checks • New York
PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 2, 2012, among RLJ Acquisition, Inc. a Nevada corporation (the “Purchaser”), and the holders of Preferred Stock of Image Entertainment, Inc. listed in Schedule A hereto (each a “Seller” and, collectively, the “Sellers”).
Subscription AgreementRLJ Acquisition, Inc. • December 3rd, 2010
This offer is subject to the conditions that the Shares will, when issued, be validly issued, fully paid, and non-assessable, and that the Corporation is duly organized, validly existing, and in good standing under the laws of the State of Nevada.
STOCK PURCHASE AGREEMENT by and among RLJ ACQUISITION, INC., ACORN MEDIA GROUP, INC., THE SHAREHOLDERS OF ACORN MEDIA GROUP, INC., and Peter Edwards, as the SHAREHOLDER REPRESENTATIVE Dated as of April 2, 2012Stock Purchase Agreement • April 6th, 2012 • RLJ Acquisition, Inc. • Blank checks • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of April 2, 2012, by and among RLJ Acquisition, Inc., a Nevada corporation (“Buyer”), Acorn Media Group, Inc., a District of Columbia corporation (the “Company”), the shareholders of the Company listed on the attached Exhibit A, as such Exhibit may be updated pursuant to Section 9.11 from time-to-time to add individuals that have exercised Options (as defined herein) and have purchased the underlying Stock (as defined herein) prior to the Closing (as defined herein) (each, a “Shareholder,” and collectively, the “Shareholders”), and Peter Edwards, as the Shareholder Representative (as defined herein).
Subscription AgreementRLJ Acquisition, Inc. • December 3rd, 2010
This offer is subject to the conditions that the Shares will, when issued, be validly issued, fully paid, and non-assessable, and that the Corporation is duly organized, validly existing, and in good standing under the laws of the State of Nevada.
JOINDER AGREEMENTJoinder Agreement • April 13th, 2012 • RLJ Acquisition, Inc. • Blank checks
JOINDER AGREEMENT, dated as of April 10, 2012 (this “Joinder Agreement”), made and entered into by and among RLJ Acquisition, Inc., a Nevada corporation (“RLJ”), RLJ Entertainment, Inc., a Nevada corporation, and a wholly owned subsidiary of RLJ (“New Holdco”), Image Entertainment, Inc., a Delaware corporation (“Image”), Acorn Media Group, Inc., a District of Columbia corporation (“Acorn”) and Peter Edwards, in his capacity as the Shareholder Representative (the “Shareholder Representative”).
