Common Contracts

INVESTMENT AGREEMENT

Investment Agreement • October 26th, 2010 • New York

• Contract Type
  Investment Agreement
• Filed
  October 26th, 2010
• Jurisdiction
  New York

THIS INVESTMENT AGREEMENT (together with all exhibits and schedules hereto, the “Agreement”), dated as of October 6, 2010, by and among MGM Holdings Inc., a Delaware corporation (“Parent”), C/G Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Cypress Entertainment Group, Inc., a Delaware corporation (“Cypress”), Garoge, Inc., a Delaware corporation (“Garoge” and, together with Cypress, “C/G”), Spyglass Entertainment Holdings, LLC, a Delaware limited liability company (“Spyglass”), the undersigned stockholders of C/G set forth on the signature pages hereto (the “Undersigned C/G Stockholders”) and, solely for purposes of Sections 7.6, 9.11 and 10.2, the management stockholders set forth on the signature pages hereto (the “Management Stockholders”).