ContractRLJ Entertainment, Inc. • August 22nd, 2016 • 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”.
NOTE AMENDMENT AGREEMENTNote Amendment Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • New York
THIS NOTE AMENDMENT AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (“Borrower”), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a “Holder,” and collectively, “Holders”). Holders and Borrower shall be referred to herein as the “Parties.”
FORM OF COMMON STOCK PURCHASE WARRANTRLJ Entertainment, Inc. • August 22nd, 2016 • Services-motion picture & video tape distribution • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May ___, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from RLJ Entertainment, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares,” and such number of Warrant Shares, the “Warrant Share Number”)) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTMENT AGREEMENT Dated as of August 19, 2016 between RLJ Entertainment, Inc. and DIGITAL ENTERTAINMENT HOLDINGS LLCInvestment Agreement • August 22nd, 2016 • RLJ Entertainment, Inc. • Services-motion picture & video tape distribution • Nevada
This Investment Agreement (this “Agreement”) is dated as of August 19, 2016, between RLJ Entertainment, Inc., a Nevada corporation (the “Company”), and Digital Entertainment Holdings LLC, a Delaware limited liability company (the “Investor”).
