AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Exhibit 4.7
EXECUTION COPY
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
This Amendment No. 3 to Third Amended and Restated Shareholder Agreement (the “Amendment”) is made and entered into as of June 11, 2010, by and between RealD Inc., a Delaware corporation (the “Company”), and the undersigned shareholders of the Company (the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Shareholders Agreement (as defined below).
R E C I T A L S
WHEREAS, Real D, a California corporation (“Real D CA”) and the Consenting Shareholders and certain other shareholders of the Company have heretofore entered into that certain Third Amended and Restated Shareholders Agreement, dated as of December 24, 2007 (as amended, the “Shareholders Agreement”);
WHEREAS, Real D CA reincorporated into the Company on April 8, 2010, and pursuant to Section 10.2 of the Shareholders Agreement, the terms and conditions of the Shareholders Agreement inures to the benefit of and is binding on the Company as Real D CA’s successor;
WHEREAS, Section 10.4 of the Shareholders Agreement provides that the Shareholders Agreement may be amended by a writing executed by the (i) Company, (ii) the holders of a majority of the Stock then held by the Series A Holders, (iii) the holders of a majority of the Stock then held by the Series B Holders, (iv) the holders of a majority of the Stock then held by the Series C Holders, and (v) the Founders;
WHEREAS, the Company and the Shareholders constitute each of the (i) Company, (ii) the holders of a majority of the Stock then held by the Series A Holders, (iii) the holders of a majority of the Stock then held by the Series B Holders, (iv) the holders of a majority of the Stock then held by the Series C Holders and (v) the Founders; and
WHEREAS, the Company and the Shareholders desire to amend the Shareholders Agreement as more fully set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Shareholders agree as follows:
1. Amendment and Restatement of Section 9,1 Termination. The Company and the Shareholders agree to amend and restate Section 9.1 of the Shareholders Agreement in its entirety so that as amended and restated said Section 9.1 shall be and read as follows:
“9.1 Termination. Except as otherwise expressly provided herein, this Agreement will terminate in its entirety upon the earliest to occur of the following: (a) a Qualified Initial Public Offering, as defined in the Company’s certificate of incorporation, as may be amended from time to time; (b) the date on which this Agreement is terminated by a writing executed by the Company, the Founders, the holders of a majority of the Stock then held by the Series A Holders, the holders of a majority of the Stock then held by the Series B Holders, the holders of a majority of the Stock then held by the Series C Holders; (c) the liquidation or dissolution of the Company, or (d) any consolidation or merger of the Company by, with or into a third party, in any case in which the Company’s shareholders of record immediately prior to such transaction do not hold, immediately after such transaction, at least a majority of the voting power of the surviving or acquiring entity.”
2. Governing Law. This Amendment will be governed by and in accordance with the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws.
3. References to the Agreement. Except as amended by this Amendment, all other terms, conditions and covenants of the Shareholders Agreement are hereby confirmed by the parties hereto and remain unchanged and in full force and effect. From and after the date hereof, all references to the “Agreement” contained in the Shareholders Agreement, shall be deemed to be references to the Shareholders Agreement as amended by this Amendment.
4. Further Assurances; Enforcement. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Shareholders Agreement.
5. Counterparts. This Shareholders Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which shall be deemed to constitute one and the same instrument, and it shall be sufficient for each party to have executed at least one, but not necessarily the same, counterpart.
[Signatures Follow]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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COMPANY: |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Chief Executive Officer |
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FOUNDERS |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: |
Xxxxxx Xxxxx |
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[Signature Page to Amendment No. 3 to Third Amended and Restated Shareholders Agreement]
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SERIES A PREFERRED: |
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Xxxxxxx X. Xxxxxxxx Revocable Trust |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Trustee |
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Torque Investments, LLC (formerly known as Hobbit Investments, LLC) |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
President of Sunnyside Mgt, Torque’s Manager |
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LIGHTHOUSE CAPITAL INSURANCE COMPANY |
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By: |
/s/ Xxxxx Sairsiweth / Xxxxx Xxxxxx |
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Name: |
Xxxxx Sairsiweth / Xxxxx Xxxxxx |
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Title: |
Secretary |
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By: |
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Name: |
Xxxxxxx Xxxxxx |
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[Signature Page to Amendment No. 3 to Third Amended and Restated Shareholders Agreement]
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SERIES B PREFERRED: |
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Xxxxxxx X. Xxxxxxxx Revocable Trust |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Trustee |
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Torque Investments, LLC (formerly known as Hobbit Investments, LLC) |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
President of Sunnyside Mgt, Torque’s Manager |
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LIGHTHOUSE CAPITAL INSURANCE COMPANY |
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By: |
/s/ Xxxxx Sairsiweth / Xxxxx Xxxxxx |
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Name: |
Xxxxx Sairsiweth / Xxxxx Xxxxxx |
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Title: |
Secretary |
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By: |
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Name: |
Xxxxxxx Xxxxxx |
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Real Big, LLC |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
Manager |
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[Signature Page to Amendment No. 3 to Third Amended and Restated Shareholders Agreement]
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The Xxxxx Xxxxxxxx Xxxxxx Separate Property Trust |
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By: |
/s/ Xxxxx Xxxxxx Budinger |
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Name: |
Xxxxx Xxxxxx Xxxxxxxx |
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Title: |
Trustee |
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By: |
/s/ Xxxx Xxxxx |
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Name: |
Xxxx Xxxxx |
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By: |
/s/ Xxxx XxxXxxxxxx |
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Name: |
Xxxx XxxXxxxxxx |
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Xxxxxxx Xxxxxxx Xxxxxx and Xxxxxxx Xxxxx Xxxxxx Trust |
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By: |
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Name: |
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Title: |
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[Signature Page to Amendment No. 3 to Third Amended and Restated Shareholders Agreement]
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SERIES C PREFERRED: |
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Shamrock Capital Growth Fund II, L.P. |
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By: |
Shamrock Capital Partner II, LLC |
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Its: |
General Partner |
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By: |
/s/ Xxxxxxx X. Xxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Executive Vice President |
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[Signature Page to Amendment No. 3 to Third Amended and Restated Shareholders Agreement]
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SERIES D PREFERRED: |
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MANATUCK HILL SCOUT FUND, L.P. |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
General Partner |
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MANATUCK HILL MARINER MASTER FUND, L.P |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
General Partner |
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MANATUCK HILL NAVIGATOR MASTER FUND, L.P. |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
General Partner |
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Pequot Institutional Master Fund, L.P. |
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By: |
Pequot Capital Management, Inc., as |
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Investment Manager |
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By: |
/s/ Xxxxx X. Luf |
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Name: |
Xxxxx X. Luf |
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Title: |
SVP & Authorized Signatory |
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Pequot Endowment Fund, L.P. |
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By: |
Pequot Capital Management, Inc., as |
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Investment Manager |
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By: |
/s/ Xxxxx X. Luf |
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Name: |
Xxxxx X. Luf |
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Title: |
SVP & Authorized Signatory |
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[Signature Page to Amendment No. 3 to Third Amended and Restated Shareholders Agreement]
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Pequot Core Global Master Fund, L.P. |
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By: |
Pequot Capital Management, Inc., as |
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Investment Advisor |
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By: |
/s/ Xxxxx X. Luf |
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Name: |
Xxxxx X. Luf |
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Title: |
SVP & Authorized Signatory |
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Pequot Core Global Investors Master Fund, L.P. |
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By: |
Pequot Capital Management, Inc., as |
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Investment Advisor |
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By: |
/s/ Xxxxx X. Luf |
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Name: |
Xxxxx X. Luf |
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Title: |
SVP & Authorized Signatory |
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[Signature Page to Amendment No. 3 to Third Amended and Restated Shareholders Agreement]
