JOINT FILING AGREEMENTJoint Filing Agreement • July 30th, 2018 • AMC Networks Inc. • Cable & other pay television services
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
VOTING AND TRANSACTION SUPPORT AGREEMENTVoting and Transaction Support Agreement • July 30th, 2018 • AMC Networks Inc. • Cable & other pay television services • 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.
CONTRIBUTION AGREEMENT by and among ROBERT L. JOHNSON, THE RLJ COMPANIES, LLC, RLJ SPAC ACQUISITION LLC, DIGITAL ENTERTAINMENT HOLDINGS LLC and AMC DIGITAL ENTERTAINMENT HOLDINGS LLC (solely for purposes of Section 5.6) Dated as of July 29, 2018Contribution Agreement • July 30th, 2018 • AMC Networks Inc. • Cable & other pay television services • Nevada
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 29, 2018, is made by and among Robert L. Johnson, a natural person (“Johnson”), The RLJ Companies, LLC, a Delaware limited liability company (“RLJ Companies”), RLJ SPAC Acquisition LLC, a Delaware limited liability company (“RLJ SPAC” and, together with Johnson and RLJ Companies, the “Johnson Entities”), Digital Entertainment Holdings LLC, a Delaware limited liability company (“DEH”) and AMC Digital Entertainment Holdings LLC, a Delaware limited liability company (“AMC DE”). The signatories to this Agreement are collectively referred to herein as the “Parties” and individually as a “Party.” AMC DE is made a Party to this Agreement solely or purposes of Section 5.6 hereof.
