FORM OF INDEMNITY AGREEMENTForm 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”).
PLEDGE AND SECURITY AGREEMENTPatent 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration 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
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, 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”).
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
CONSULTING AGREEMENTConsulting 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”).
AMENDMENT NO. 1 TO PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • October 10th, 2012 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
This AMENDMENT NO. 1 TO PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of October 3, 2012 by and among RLJ Acquisition, Inc., a Nevada corporation (“Purchaser”), RLJ Entertainment Inc., a Nevada corporation (“Holdings”), and the holders of Preferred Stock of Image Entertainment, Inc. listed on Schedule A to the Agreement (as defined below) (each a “Seller” and, collectively, the “Sellers”) and amends that certain Preferred Stock Purchase Agreement, dated as of April 2, 2012, by and among Purchaser, Holdings and the Sellers (the “Agreement”). Capitalized terms not otherwise defined herein have the meanings assigned thereto in the Agreement.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 10th, 2012 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Delaware
This AMENDMENT NO. 1 to STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of October 3, 2012 by and among RLJ Acquisition, Inc., a Nevada corporation (“Buyer”), RLJ Entertainment, Inc., a Nevada corporation (“Holdings”), Acorn Media Group, Inc., a District of Columbia corporation (the “Company”), the shareholders of the Company listed on the attached Exhibit A (each, a “Shareholder” and collectively, the “Shareholders”), and Peter Edwards, as the Shareholder Representative (the “Shareholder Representative”), and amends that certain Stock Purchase Agreement, dated as of April 2, 2012 by and among Buyer, Holdings, the Company, the Shareholders and the Stockholder Representative (the “Agreement”). Capitalized terms not otherwise defined herein have the meanings assigned thereto in the Agreement.
