AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • November 27th, 2015 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), dated as of November 25, 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”).
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 Investment Commitment Ladies and Gentlemen:Letter Agreement • November 27th, 2015 • RealD Inc. • Radio & tv broadcasting & communications equipment • 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,
November 8, 2015 Rhombus Cinema Holdings, LLC c/o Rizvi Traverse Management LLC Beverly Hills, CA 90212 Re: Equity Financing Commitment Ladies and Gentlemen:RealD Inc. • November 27th, 2015 • Radio & tv broadcasting & communications equipment • Delaware
This letter agreement sets forth the commitment of Rizvi Opportunistic Equity Fund III, L.P. (the “Fund”), subject to the terms and conditions contained herein, to purchase certain securities of Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “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 an indirect wholly owned subsidiary of Purchaser (“Merger Sub”), Merger Sub will be merged with and into the Company, with the Company being the surviving entity of such merger and a wholly owned subsidiary of Purchaser. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Agreement.
LIMITED GUARANTYLimited Guaranty • November 27th, 2015 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware
LIMITED GUARANTY, dated as of November 8, 2015 (this “Guaranty”), by Rizvi Opportunistic Equity Fund III, L.P., a Delaware limited partnership (the “Guarantor”), in favor of RealD Inc., a Delaware corporation (the “Guaranteed Party”).
