June 25, 2010
Exhibit 4.8
June 25, 2010
Xxxxxxx X. Xxxxxxxx
0000 Xxx Xxxxx Xxxxx
Xxxxx, XX 00000
Shamrock Capital Growth Fund II, L.P.
0000 X. Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Initial public offering of RealD Inc. (the “Offering”)
Ladies and Gentlemen:
Reference is made to that certain Investor Rights Agreement, dated as of December 24, 2007, by and among RealD Inc. (the “Company”) and the Shareholders party thereto, as amended by that certain Amendment and Agreement, dated as of May 25, 2010, by and among the Company and the other Parties thereto (together, the “Investor Rights Agreement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Investor Rights Agreement.
The Company desires to permit Xx. Xxxxxxx X. Xxxxxxxx to register under the Act the offering of shares of Common Stock held of record in Xx. Xxxxxxxx’x name pursuant to the Registration Statement on Form S-l (File No. 333-165988) filed by the Company with the Securities and Exchange Commission (such Registration Statement, as amended, the “Registration Statement”). The Company hereby agrees to include any shares of Common Stock held of record in Xx. Xxxxxxxx’x name in the Registration Statement in accordance with Section 1.8 of the Investor Rights Agreement as though Xx. Xxxxxxxx were a “Holder” and as though such shares of Common Stock were “Other Common Shares” (as such terms are defined in the Investor Rights Agreement), and Xx. Xxxxxxxx hereby agrees to be bound by the terms, conditions and procedures set forth in the Investor Rights Agreement with respect to such shares of Common Stock in connection with his participation in the Offering.
Pursuant to Section 1.14 of the Investor Rights Agreement, Shamrock Capital Growth Fund II, L.P. hereby consents to Xx. Xxxxxxxx’x participation in the Offering on the terms set forth in this letter.
[Signature page follows]
Please indicate your agreement and acknowledgement with the terms of this letter by signing in the appropriate spaces below.
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: EVP/GC |
Acknowledged and Agreed:
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/s/ Xxxxxxx X. Xxxxxxxx |
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Xxxxxxx X. Xxxxxxxx |
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SHAMROCK CAPITAL GROWTH FUND II, L.P.
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxx |
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Title: VP |
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