VOTING AGREEMENTVoting Agreement • November 12th, 2015 • Lewis Michael V • Radio & tv broadcasting & communications equipment • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of November 8, 2015, is entered into by and among Michael V. Lewis, an individual, and the MVL Trust dated August 3, 2010 (collectively, the “Stockholders”), and Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”).
Execution CopyLetter Agreement • 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
Agreement to Jointly file Schedule 13DLewis Michael V • November 12th, 2015 • Radio & tv broadcasting & communications equipment
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of RealD Inc. and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned.
Agreement to Jointly file Schedule 13G/ALewis Michael V • March 2nd, 2015 • Radio & tv broadcasting & communications equipment
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G/A and any future amendments thereto reporting each of the undersigned’s ownership of securities of RealD Inc. and hereby affirm that such Schedule 13G/A is being filed on behalf of each of the undersigned.
Agreement to Jointly file Schedule 13G/ALewis Michael V • February 14th, 2014 • Radio & tv broadcasting & communications equipment
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G/A and any future amendments thereto reporting each of the undersigned’s ownership of securities of RealD Inc. and hereby affirm that such Schedule 13G/A is being filed on behalf of each of the undersigned.
Agreement to Jointly file Schedule 13G/ALewis Michael V • February 12th, 2016 • Radio & tv broadcasting & communications equipment
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G/A and any future amendments thereto reporting each of the undersigned’s ownership of securities of RealD Inc. and hereby affirm that such Schedule 13G/A is being filed on behalf of each of the undersigned.
