RLJ Entertainment, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2015 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2015, between RLJ Entertainment, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • October 10th, 2012 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Nevada

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 3, 2012, by and between RLJ ENTERTAINMENT, INC., a Nevada corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED WARRANT AGREEMENT between RLJ ENTERTAINMENT, INC. and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Dated as of February 1, 2015
Warrant Agreement • May 8th, 2015 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of February 1, 2015, is by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (“Computershare Trust”). Computershare and Computershare Trust are collectively referred to in this Agreement as the Warrant Agent (the “Warrant Agent”).

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COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.
RLJ Entertainment, Inc. • May 15th, 2015 • 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 ___, 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”) 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2015 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2015, between RLJ Entertainment, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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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”).

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Contract
RLJ 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.

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AMENDMENT AND EXCHANGE AGREEMENT
Amendment and Exchange Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution

THIS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the person named on the signature page to this Agreement (the “Holder”). The Holder and the Company may be referred to herein as the “Parties”.

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VOTING AND TRANSACTION SUPPORT AGREEMENT
Voting and Transaction Support Agreement • July 30th, 2018 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Nevada

This VOTING AND TRANSACTION SUPPORT AGREEMENT, dated as of July 29, 2018 (this “Agreement”), is entered into by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), Digital Entertainment Holdings LLC, a Delaware limited liability company (“Parent”), Robert L. Johnson, a natural person, The RLJ Companies, LLC, a Delaware limited liability company, and RLJ SPAC Acquisition, LLC, a Delaware limited liability company (“RLJ SPAC” and together with Robert L. Johnson and The RLJ Companies, LLC, the “Stockholder”). Capitalized terms used and not otherwise defined herein, and the term “materially delay” as used in this Agreement, shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). The Company is made a party to this Agreement solely for purposes of Sections 6 and 8.

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NOTE AMENDMENT AGREEMENT
Note Amendment Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS NOTE AMENDMENT AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (“Borrower”), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a “Holder,” and collectively, “Holders”). Holders and Borrower shall be referred to herein as the “Parties.”

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REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC ____________________________ Dated as of October 14, 2016
Registration Rights Agreement • October 17th, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
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COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • October 19th, 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).

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AMENDMENT AND EXCHANGE AGREEMENT
Amendment and Exchange Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the persons named on the signature page to this Agreement (the “Holders”). The Holders and the Company may be referred to herein as the “Parties”.

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FORM OF COMMON STOCK PURCHASE WARRANT
RLJ Entertainment, Inc. • August 22nd, 2016 • 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 ___, 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 16th, 2015 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2015, between RLJ Entertainment, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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PLEDGE AND SECURITY AGREEMENT
Patent Security Agreement • October 10th, 2012 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS TRADEMARK SECURITY AGREEMENT (“Agreement”), dated as of [_________ __, 20__], is between ____________________ (the “Grantor”), and SUNTRUST BANK (together with its successors and assigns, the “Administrative Agent”), acting in its capacity as Administrative Agent pursuant to that certain Credit Agreement dated as of October 3, 2012 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among the Grantor and certain of its Affiliates, the Administrative Agent, and the Lenders.

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SECOND AMENDMENT TO AND WAIVER UNDER CREDIT AGREEMENT
And Waiver Under Credit Agreement • March 19th, 2014 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS SECOND AMENDMENT TO AND WAIVER UNDER CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2013, by and among RLJ ENTERTAINMENT, INC. (“RLJ Entertainment”), RLJ ACQUISITION, INC., for itself and as successor by merger with RLJ Merger Sub I, Inc. (“RLJ Acquisition”), ACORN MEDIA GROUP, INC. (“Acorn”), and IMAGE ENTERTAINMENT, INC., for itself and as successor by merger with RLJ Merger Sub II, Inc. (“Image”; RLJ Entertainment, RLJ Acquisition, Acorn and Image, each individually, a “Borrower” and, collectively, the “Borrowers”), each of the Persons party to the Credit Agreement as Guarantors, the Lenders party hereto, and SUNTRUST BANK, as the Administrative Agent (the “Administrative Agent”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 10th, 2012 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Nevada

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 3, 2012, is made and entered into by and among RLJ Acquisition, Inc., a Nevada corporation (“RLJ Acquisition”), RLJ Entertainment, Inc., a Nevada corporation (the “Company”), JH Partners, LLC, as the JH Representative (the “JH Representative”), JH Partners Evergreen Fund, LP (“JH I”), JH Investment Partners III, LP (“JH II”) and JH Investment Partners GP Fund III, LLC (“JH III” and, together with JH I and JH II, the “JH Parties”), Drawbridge Special Opportunities Fund LP (“Fortress”), Miguel Penella (“Penella”), the shareholders of Acorn Media Group, Inc. listed on the attached Exhibit A (collectively, the “Acorn Shareholders”), Peter Edwards, as the Acorn Representative (the “Acorn Representative”), RLJ SPAC Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), William S. Cohen (“Cohen”) and Morris Goldfarb (“Goldfarb” and, together with Cohen, the Sponsor, Penella, the Ac

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CONSENT AGREEMENT
Consent Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS CONSENT AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the persons named on the signature page to this Agreement (the “Holders”). The Holders and the Company may be referred to herein as the “Parties”.

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ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • October 10th, 2012 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of October 3, 2012, by and among RLJ Acquisition, Inc., a Nevada corporation (the “Company”), RLJ Entertainment, Inc., a Nevada corporation (“RLJ Entertainment”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2013 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Maryland

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into this 18th day of July, 2013 (the “Effective Date”), by and between RLJ Entertainment, Inc. (the “Company”), and Miguel Penella (“Executive”) (each, a “Party,” and collectively, the “Parties”).

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CREDIT AGREEMENT dated as of October 3, 2012, among RLJ ENTERTAINMENT, INC., RLJ ACQUISITION, INC., RLJ Merger Sub I, Inc., RLJ Merger Sub II, Inc., ACORN MEDIA GROUP, INC., and IMAGE ENTERTAINMENT, INC., as the Borrowers, THE GUARANTORS FROM TIME TO...
Credit Agreement • October 10th, 2012 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS CREDIT AGREEMENT (including all schedules and exhibits hereto, this “Agreement”) is made and entered into as of October 3, 2012, by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (the “Parent”), RLJ ACQUISITION, INC., a Nevada corporation (“RLJ Acquisition”), RLJ Merger Sub I, Inc., a Nevada corporation (“RLJ Acquisition Merger Sub”), RLJ Merger Sub II, Inc., a Delaware corporation (“Image Merger Sub”), ACORN MEDIA GROUP, INC., a District of Columbia corporation (“Acorn”), IMAGE ENTERTAINMENT, INC., a Delaware corporation (“Image”; the Parent, RLJ Acquisition, RLJ Acquisition Merger Sub, Image Merger Sub, Acorn, and Image, each individually, a “Borrower” and collectively, the “Borrowers”), the Guarantors from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (collectively, the “Lenders”) and SUNTRUST BANK (individually, “SunTrust”), as Administrative Agent, Issuing Bank and a Lender, with SUNTRUST ROBI

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voting AGREEMENT
Voting Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Nevada

VOTING AGREEMENT, dated as of August 19, 2016 (this “Agreement”), by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), Digital Entertainment Holdings LLC, a Delaware limited liability company (the “Investor”), and each of the individuals and entities set forth on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Investment Agreement (as defined below).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2013 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Maryland

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into this 10th day of June, 2013 by and between RLJ Entertainment, Inc. (the “Company”), and Drew Wilson (“Executive”) (each, a “Party,” and collectively, the “Parties”).

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INVESTMENT AGREEMENT Dated as of August 19, 2016 between RLJ Entertainment, Inc. and DIGITAL ENTERTAINMENT HOLDINGS LLC
Investment Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Nevada

This Investment Agreement (this “Agreement”) is dated as of August 19, 2016, between RLJ Entertainment, Inc., a Nevada corporation (the “Company”), and Digital Entertainment Holdings LLC, a Delaware limited liability company (the “Investor”).

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FIRST AMENDMENT TO AND WAIVER UNDER CREDIT AGREEMENT
And Waiver Under Credit Agreement • August 5th, 2013 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS FIRST AMENDMENT TO AND WAIVER UNDER CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2013, by and among RLJ ENTERTAINMENT, INC. (“RLJ Entertainment”), RLJ ACQUISITION, INC., for itself and as successor by merger with RLJ Merger Sub I, Inc. (“RLJ Acquisition”), ACORN MEDIA GROUP, INC. (“Acorn”), and IMAGE ENTERTAINMENT, INC., for itself and as successor by merger with RLJ Merger Sub II, Inc. (“Image”; RLJ Entertainment, RLJ Acquisition, Acorn and Image, each individually, a “Borrower” and, collectively, the “Borrowers”), each of the Persons party to the Credit Agreement as Guarantors, the Lenders party hereto, and SUNTRUST BANK, as the Administrative Agent (the “Administrative Agent”).

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FORM OF EXECUTED WAIVER AGREEMENT
Waiver Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

WAIVER AGREEMENT, dated as of August 19, 2016 (this “Agreement”), by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”), and the individual or entity named herein on Schedule A hereto (the “Holder”).

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Separation Agreement
Separation Agreement • August 5th, 2013 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

This Separation Agreement (the “Agreement”) is entered into as of April 23, 2013 (the “Effective Date”), by and among Producers Sales Organization, a California corporation (“Consultant”), John Hyde (“Hyde”), Image Entertainment, Inc., a Delaware corporation (the “Company”), and RLJ Entertainment, Inc. a Nevada corporation (“RLJE”) (collectively referred to herein as the “Parties”).

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STOCKHOLDERS’ AGREEMENT by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC and
Stockholders’ Agreement • October 17th, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
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CONSULTING AGREEMENT
Consulting Agreement • October 10th, 2012 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of September 18, 2012 (the “Effective Date”), by and among RLJ Acquisition, Inc., a Delaware corporation (“RLJ”), RLJ Entertainment, Inc., a Delaware corporation (“Entertainment”, and, collectively with RLJ, the “Companies”), and Wexford Spectrum Investors LLC, a Delaware limited liability company (the “Consultant”).

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Separation Agreement
Separation Agreement • August 5th, 2013 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

This Separation Agreement (the “Agreement”) is entered into as of May 24, 2013 (the “Effective Date”), by and among John Avagliano (“Executive”), Image Entertainment, Inc., a Delaware corporation (the “Company”), and RLJ Entertainment, Inc. a Nevada corporation (“RLJE”) (collectively referred to herein as the “Parties”).

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NOTE AMENDMENT AGREEMENT
Note Amendment Agreement • April 16th, 2015 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS NOTE AMENDMENT AGREEMENT (this “Agreement”) is entered into on April 15, 2015 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (“Borrower”) and JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, Forrestal, LLC, Taylor Rettig, Theodore S. Green, John P. Avagliano, Ray Gagnon, and Producers Sales Organization (each a “Holder,” and collectively, “Holders”). Holders and Borrower shall be referred to herein as the “Parties.”

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EMPLOYMENT AGREEMENT
Employment Agreement • August 15th, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into this 18th day of May by and between RLJ Entertainment, Inc. (the “Company”) and Muhammad Nazir Khan Ibney Rostom (“Employee”) (each, a “Party,” and collectively, the “Parties”).

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FIRST Amendment to CREDIT and guaranty Agreement
Credit and Guaranty Agreement • February 1st, 2017 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

This First Amendment to Credit and Guaranty Agreement (this “Amendment”) is entered into as of January 30, 2017 (the “First Amendment Effective Date”) by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (“Parent Borrower”), certain subsidiaries of Parent Borrower party hereto (“Guarantors”), and Digital Entertainment Holdings LLC (“DEH”), as Administrative Agent and Lender.

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THIRD AMENDMENT TO AND WAIVER UNDER CREDIT AGREEMENT
And Waiver Under Credit Agreement • March 19th, 2014 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York

THIS THIRD AMENDMENT TO AND WAIVER UNDER CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2013, by and among RLJ ENTERTAINMENT, INC. (“RLJ Entertainment”), RLJ ACQUISITION, INC., for itself and as successor by merger with RLJ Merger Sub I, Inc. (“RLJ Acquisition”), ACORN MEDIA GROUP, INC. (“Acorn”), and IMAGE ENTERTAINMENT, INC., for itself and as successor by merger with RLJ Merger Sub II, Inc. (“Image”; RLJ Entertainment, RLJ Acquisition, Acorn and Image, each individually, a “Borrower” and, collectively, the “Borrowers”), each of the Persons party to the Credit Agreement as Guarantors, the Lenders party hereto, and SUNTRUST BANK, as the Administrative Agent (the “Administrative Agent”).

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