FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS...Credit and Guaranty Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of [●], 2016, is entered into by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (“Parent Borrower”) and Subsidiaries of Parent Borrower, as Guarantors, the Lenders party hereto from time to time, Digital Entertainment Holdings LLC (“AMC”), as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and Collateral Agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC ____________________________ Dated as of [●], 2016Registration Rights Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
ContractWarrant Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution
THIS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the person named on the signature page to this Agreement (the “Holder”). The Holder and the Company may be referred to herein as the “Parties”.
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
THIS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the persons named on the signature page to this Agreement (the “Holders”). The Holders and the Company may be referred to herein as the “Parties”.
CONSENT AGREEMENTConsent Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
THIS CONSENT AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the persons named on the signature page to this Agreement (the “Holders”). The Holders and the Company may be referred to herein as the “Parties”.
voting AGREEMENTVoting Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Nevada
VOTING AGREEMENT, dated as of August 19, 2016 (this “Agreement”), by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), Digital Entertainment Holdings LLC, a Delaware limited liability company (the “Investor”), and each of the individuals and entities set forth on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Investment Agreement (as defined below).
FORM OF EXECUTED WAIVER AGREEMENTWaiver Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
WAIVER AGREEMENT, dated as of August 19, 2016 (this “Agreement”), by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”), and the individual or entity named herein on Schedule A hereto (the “Holder”).
