EX-99.(D)(4) 7 a15-23903_1ex99dd4.htm EX-(D)(4) Exhibit (d)(4) Execution Version November 25, 2015 Rhombus Cinema Holdings, LLC c/o Rizvi Traverse Management LLC 9465 Wilshire Blvd. Suite 840 Beverly Hills, CA 90212 Re: Amended and Restated Rollover...Rollover Investment Commitment • May 5th, 2020 • Delaware
This amended and restated letter agreement (this “Agreement”) sets forth the commitment of each of Michael V. Lewis and the MVL Trust dated August 3, 2010 (collectively, the “Rollover Investors”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock described in Section 1 below to Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”) in exchange for equity securities of Purchaser described in Section 1 below. This Agreement amends and restates in its entirety that certain letter agreement, dated as of November 8, 2015, by and among the Rollover Investors and Purchaser, for purposes of revising Schedule A hereto to correct the number of shares of Company Common Stock owned by the Rollover Investors as of the date hereof and attaching an amended and restated Schedule B hereto (the “LLC Term Sheet”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended,
EX-99.30 2 a16-17335_1ex99d30.htm EX-99.30 EXECUTION COPY August 22, 2016 Z Capital Affinity Owner, LLC c/o Z Capital Partners, L.L.C. Two Conway Park Lake Forest, IL 60045 Attention: James J. Zenni, Jr., Martin Auerbach and Andrei Scrivens Re:...Rollover Investment Commitment • May 5th, 2020 • Nevada
This letter agreement (this “Agreement”) sets forth the several (and not joint and several) commitment of each of Z Capital Partners Fund Holdings I, L.L.C., Z Capital Partners II, L.P., Z Capital Partners II-A, L.P., Z Capital Partners II-B, L.P., Z Capital HG, L.L.C., Z Capital HG-C, L.L.C., Z Capital CUAL Co-Invest, L.L.C., and Z Capital Partners GP I, L.P. (collectively, the “Rollover Investors”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of Shares described in Section 1 below to Z Capital Affinity Owner, LLC, a newly formed Delaware limited liability company (“Parent”), in exchange for equity securities of Parent or its sole member as described in Section 1 below. It is contemplated that, pursuant to the Agreement and Plan of Merger dated as of August 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Affinity Gaming, a Nevada corporation (the “Compan
Execution CopyRollover Investment Commitment • November 12th, 2015 • Lewis Michael V • Radio & tv broadcasting & communications equipment • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of each of Michael V. Lewis and the MVL Trust dated August 3, 2010 (collectively, the “Rollover Investors”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock described in Section 1 below to Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”) in exchange for equity securities of Purchaser described in Section 1 below. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among RealD Inc., a Delaware corporation (the “Company”), Purchaser and Rhombus Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity
January 30, 2020 Stratosphere Holdco, LLC c/o Kingswood Capital Management, L.P. 11777 San Vicente Blvd. Suite 650 Los Angeles, CA 90049 Attention: Alex WolfRollover Investment Commitment • March 2nd, 2020 • Stein Mart Inc • Retail-family clothing stores • Florida
This letter agreement (this “Agreement”) sets forth the commitment of Stein Family Holdco LLC (the “Rollover Investor”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Common Stock described in Section 1 below to Stratosphere Holdco, LLC, a Delaware limited liability company (“Parent”), in exchange for equity securities of Parent as described in Section 1 below. It is contemplated that, pursuant to the Agreement and Plan of Merger dated as of January 30, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Stratosphere Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Stein Mart, Inc., a Florida corporation (the “Company”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger. Each capitalized term used and not defined herei
