RLD Reald

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(AMENDMENT NO. 1)

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(E) OF

THE SECURITIES EXCHANGE ACT OF 1934

RealD Inc.

(Name of the Issuer)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

a.       x              The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.      o                The filing of a registration statement under the Securities Act of 1933.

c.       o                A tender offer.

d.      o                None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x

Check the following box if the filing is a final amendment reporting the results of the transaction:  o

Calculation of Filing Fee

*               Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

In accordance with Exchange Act Rule 0-11(c), the filing fee of $53,549 was determined by multiplying 0.0001007 by the aggregate merger consideration of $531,764,930. The aggregate merger consideration was calculated by multiplying the 45,818,252 outstanding shares of common stock, the 1,374,682 shares of common stock subject to restricted stock units and the 601,044 shares of performance-based stock to be acquired pursuant to the merger by the per share merger consideration of $11.00, and adding the foregoing sum to (i) $27,200 (the amount of stock-based compensation that may be issued prior to the closing of the merger) and (ii) the product obtained by multiplying 1,792,782, representing the number of outstanding employee stock options, by $3.35, representing the per share merger consideration of $11.00 less the $7.65 weighted average exercise price of the outstanding employee stock options.

x    Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.

Introduction

This Amendment No. 1 to Rule 13E-3 Transaction Statement, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by (i) RealD Inc., a Delaware corporation (the “Company”), (ii) Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”), (iii) RT Rhombus Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of Purchaser (“RT Rhombus”), (iv) Rhombus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of RT Rhombus (“Merger Sub”), (v) Rizvi Opportunistic Equity Fund III, L.P., a Delaware limited partnership, (vi) Rizvi Traverse GP III, LLC, a Delaware limited liability company, (vii) Michael V. Lewis, an individual and the chairman and chief executive officer of the Company, and (viii) the MVL Trust, dated as of August 3, 2010 (each a “Filing Person” and collectively, the “Filing Persons”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of November 8, 2015 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Purchaser and Merger Sub.  Pursuant to the Merger Agreement, if the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving corporation in the merger, as an indirect wholly owned subsidiary of Purchaser.  Upon completion of the merger, each share of the Company’s common stock, par value $.0001 per share (“Common Stock”), other than shares owned by the Company, Purchaser, Merger Sub, Michael V. Lewis, the MVL Trust, dated August 3, 2010, and holders who have properly demanded and not withdrawn a demand for appraisal rights, will be converted into the right to receive $11.00 per share in cash, without interest and less any required withholding taxes.  Following the completion of the merger, the Common Stock will no longer be publicly traded, and holders of the Common Stock that has been converted will cease to have any ownership interest in the Company.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a revised preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors is soliciting proxies from stockholders of the Company in connection with the merger.  The Proxy Statement is attached hereto as Exhibit (a)(1).  A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.  As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes, exhibits and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement.  The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person was supplied by such Filing Person.

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Item 1.                         Summary Term Sheet

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

Item 2.                         Subject Company Information

Regulation M-A Item 1002

(a)        Name and address.  The Company’s name, and the address and telephone number of its principal executive offices are as follows:

RealD Inc.
100 North Crescent Drive, Suite 200
Beverly Hills, California 90210
(310) 385-4000

(b)        Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“The Special Meeting—Record Date and Quorum”

“The Special Meeting—Required Vote for the Merger”

“Important Information Regarding RealD—Security Ownership of Certain Beneficial Owners and Management”

(c)        Trading market and price.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding RealD—Market Price of the Company’s Common Stock”

(d)       Dividends.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Merger Agreement—Conduct of Business Pending the Merger”

“Important Information Regarding RealD—Market Price of the Company’s Common Stock”

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(e)        Prior public offerings.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding RealD—Prior Public Offerings”

(f)        Prior stock purchases.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding RealD—Transactions in Common Stock”

Item 3.                         Identity and Background of Filing Person

Regulation M-A Item 1003

(a)- (c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Parties to the Merger”

“Important Information Regarding RealD”

“Important Information Regarding Purchaser, RT Rhombus, Merger Sub and the Rizvi Filing Persons”

“Important Information Regarding the Rollover Investors”

Item 4.                         Terms of the Transaction

Regulation M-A Item 1004

(a)        Material terms.

(1) Not applicable.

(2)(i) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

(2)(ii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

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“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Company Equity Awards”

“The Merger Agreement—Payment with respect to Common Stock and Equity Awards in the Merger”

(2)(iii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

(2)(iv) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“The Special Meeting—Required Vote for the Merger”

“The Merger Agreement—Conditions to the Merger”

(2)(v) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“Agreements Involving Common Stock”

(2)(vi) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Anticipated Accounting Treatment of the Merger”

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(2)(vii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

(c)        Different terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“Agreements Involving Common Stock”

(d)       Appraisal rights.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Merger Agreement—Effect of the Merger on Common Stock”

“Rights of Appraisal”

Annex C—Section 262 of the Delaware General Corporation Law

(e)        Provisions for unaffiliated security holders.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Provisions for Unaffiliated Stockholders”

(f)        Eligibility for listing or trading.  Not applicable.

Item 5.                         Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

(a)(1) - (2) Transactions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

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“The Merger Agreement—Effect of the Merger on Common Stock”

“Agreements Involving Common Stock”

“Important Information Regarding RealD—Transactions in Common Stock”

(b) - (c) Significant corporate events; Negotiations or contacts.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Rizvi Filing Persons, Purchaser, RT Rhombus and Merger Sub as to Fairness of the Merger”

“Special Factors—Position of the Rollover Investors as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement”

“Agreements Involving Common Stock”

“Important Information Regarding RealD—Transactions in Common Stock”

(e)        Agreements involving the subject company’s securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Limited Guaranty”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Special Meeting—Required Vote for the Merger”

“The Merger Agreement”

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“Agreements Involving Common Stock—Voting Agreement”

“Agreements Involving Common Stock—Rollover Commitment Letter”

Item 6.                         Purposes of the Transaction, and Plans or Proposals.

Regulation M-A Item 1006

(b)        Use of securities acquired.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Company Equity Awards”

(c)(1) - (8) Plans.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Rizvi Filing Persons, Purchaser, RT Rhombus and Merger Sub as to Fairness of the Merger”

“Special Factors—Position of the Rollover Investors as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

“Special Factors—Plans for the Company after the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

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“The Merger Agreement—Treatment of Company Equity Awards”

Item 7.                         Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a)        Purposes.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

(b)        Alternatives.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

“Special Factors—Plans for the Company after the Merger”

(c)        Reasons.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Moelis & Company LLC”

“Special Factors—Position of the Rizvi Filing Persons, Purchaser, RT Rhombus and Merger Sub as to Fairness of the Merger”

“Special Factors—Position of the Rollover Investors as to Fairness of the Merger”

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“Special Factors—Purposes and Reasons of the Company for the Merger”

“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

“Special Factors—Plans for the Company after the Merger”

“Special Factors—Certain Effects of the Merger”

Annex B—Opinion of Moelis & Company LLC

(d)       Effects.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

“Special Factors—Plans for the Company After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Fees and Expenses”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on Common Stock”

“The Merger Agreement—Treatment of Company Equity Awards”

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Item 8.                         Fairness of the Transaction

Regulation M-A Item 1014

(a) - (b) Fairness; Factors considered in determining fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Moelis & Company LLC”

“Special Factors—Position of the Rizvi Filing Persons, Purchaser, RT Rhombus and Merger Sub as to Fairness of the Merger”

“Special Factors—Position of the Rollover Investors as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

“Special Factors—Interests of The Company’s Directors and Executive Officers in the Merger”

Annex B—Opinion of Moelis & Company LLC

(c)        Approval of security holders.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“The Special Meeting—Record Date and Quorum”

“The Special Meeting—Required Vote for the Merger”

“The Merger Agreement—Conditions to the Merger”

(d)       Unaffiliated representative.  An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

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“Special Factors—Opinion of Moelis & Company LLC”

“Special Factors—Position of the Rizvi Filing Persons, Purchaser, RT Rhombus and Merger Sub as to Fairness of the Merger”

“Special Factors—Position of the Rollover Investors as to Fairness of the Merger”

Annex B—Opinion of Moelis & Company LLC

(e)        Approval of directors.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Rizvi Filing Persons, Purchaser, RT Rhombus and Merger Sub as to Fairness of the Merger”

“Special Factors—Position of the Rollover Investors as to Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Special Meeting—Recommendation of the Board of Directors”

(f)        Other offers.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

Item 9.                         Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

(a) - (c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

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“Special Factors—Opinion of Moelis & Company LLC”

“Where You Can Find Additional Information”

Annex B—Opinion of Moelis & Company LLC

Materials Prepared for Discussion, dated November 6, 2015, presented by Moelis & Company LLC to the Board of Directors of RealD is incorporated herein by reference.

Materials Prepared for Discussion, dated October 15, 2015, presented by Moelis & Company LLC to the Board of Directors of RealD is incorporated herein by reference.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours.

Item 10.                 Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) - (b), (d) Source of funds; Conditions; Borrowed funds.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Agreements Involving Common Stock—Rollover Commitment Letter”

(c)        Expenses.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Fees and Expenses”

“The Merger Agreement—Termination Fees; Reimbursement of Expenses”

Item 11.                 Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a)        Securities ownership.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding RealD—Security Ownership of Certain Beneficial Owners and Management”

As of November 24, 2015, the directors and executive officers of each of the Purchaser, RT Rhombus, Merger Sub and the Rizvi Filing Persons do not beneficially own any shares of Common Stock.

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(b)        Securities transactions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Agreements Involving Common Stock”

“Important Information Regarding RealD—Transactions in Common Stock”

Item 12.                 The Solicitation or Recommendation

Regulation M-A Item 1012

(d)       Intent to tender or vote in a going-private transaction.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Rizvi Filing Persons, Purchaser, RT Rhombus and Merger Sub as to Fairness of the Merger”

“Special Factors—Position of the Rollover Investors as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Special Meeting—Required Vote for the Merger”

“Agreements Involving Common Stock”

(e)        Recommendation of others.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Position of the Rizvi Filing Persons, Purchaser, RT Rhombus and Merger Sub as to Fairness of the Merger”

“Special Factors—Position of the Rollover Investors as to Fairness of the Merger”

“Special Factors—Purposes and Reasons of the Company for the Merger”

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“Special Factors—Purposes and Reasons of the Rizvi Filing Persons, Purchaser, RT Rhombus, Merger Sub and Rollover Investors for the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

Item 13.                 Financial Information

Regulation M-A Item 1010

(a)        Financial statements.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding RealD—Selected Historical Financial Information”

“Important Information Regarding RealD—Ratio of Earnings to Fixed Charges”

“Important Information Regarding RealD—Book Value Per Share”

“Where You Can Find Additional Information”

(b)        Pro forma information.  Not applicable.

Item 14.                 Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) - (b) Solicitations or recommendations; Employees and corporate assets.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

“The Special Meeting—Additional Assistance”

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Item 15.                 Additional Information

Regulation M-A Item 1011

(b)        Golden Parachute Compensation:  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors— Quantification of Potential Payments to the Company’s Named Executive Officers in Connection with the Merger”

(c)        Other material information.  The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16.                 Exhibits

Regulation M-A Item 1016

(a)(1) Revised Preliminary Proxy Statement of RealD Inc. (incorporated herein by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission).

(a)(2) Form of Proxy Card (incorporated herein by reference to the Proxy Statement).

(a)(3) Letter to RealD Stockholders (incorporated herein by reference to the Proxy Statement).

(a)(4) Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement).

(a)(5) Press Release dated November 9, 2015 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed November 9, 2015 and incorporated herein by reference).

(a)(6) Draft RLD Transaction Employee Letter, delivered on November 9, 2015 (incorporated by reference to the Schedule 14A filed with the SEC on November 9, 2015).

(a)(7) Draft RLD Employee FAQ, delivered on November 9, 2015 (incorporated by reference to the Schedule 14A filed with the SEC on November 9, 2015).

(b)(1) Commitment Letter, dated as of December 11, 2015, by and between RT Rhombus Holdings, Inc. and Highbridge Principal Strategies, LLC.

(c)(1) Opinion of Moelis & Company LLC, dated November 8, 2015 (incorporated herein by reference to Annex B of the Schedule 14A filed concurrently with the Securities and Exchange Commission).

(c)(2) Materials Prepared for Discussion, dated November 6, 2015, presented by Moelis & Company LLC to the Board of Directors of RealD Inc.*

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(c)(3) Materials Prepared for Discussion, dated October 15, 2015, presented by Moelis & Company LLC to the Board of Directors of RealD Inc.*

(d)(1) Agreement and Plan of Merger, by and among ReadD Inc., Rhombus Cinema Holdings, LLC and Rhombus Merger Sub, Inc., dated as of November 8, 2015 (incorporated herein by reference to Annex A of the Schedule 14A filed concurrently with the Securities and Exchange Commission).

(d)(2) Limited Guaranty, by Rizvi Opportunistic Equity Fund III, L.P., in favor of RealD Inc, dated as of November 8, 2015.*

(d)(3) Amended and Restated Voting Agreement, by and among Michael V. Lewis, the MVL Trust dated August 3, 2010 and Rhombus Cinema Holdings, LLC, dated as of November 25, 2015.*

(d)(4) Amended and Restated Rollover Investment Commitment Letter, by and among Michael V. Lewis, the MVL Trust dated August 3, 2010, and Rhombus Cinema Holdings, LLC, dated as of November 25, 2015.*

(d)(5) Form of Employment Agreement, by and between Michael V. Lewis and RealD Inc.*

(d)(6) Equity Financing Commitment Letter, by and between Rhombus Cinema Holdings, LLC and Rizvi Opportunistic Equity Fund III, L.P., dated as of November 8, 2015*

(d)(7) Amended and Restated Equity Commitment Letter, by and among Fortress Credit Advisors LLC, Rhombus Cinema Holdings, LLC, and Rizvi Traverse Management, LLC, dated as of November 25, 2015*

(f)(1) Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Annex C of the Schedule 14A filed concurrently with the Securities and Exchange Commission).

(g) None.

*   Previously filed on November 27, 2015

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SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of December 21, 2015

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Exhibit (b)(1)

EXECUTION VERSION

HIGHBRIDGE PRINCIPAL STRATEGIES, LLC

40 West 57th Street

New York, New York 10019

CONFIDENTIAL

December 11, 2015

RT Rhombus Holdings, Inc.
c/o Rizvi Traverse
9465 Wilshire Blvd., Suite 840
Beverly Hills, CA  90212
Attn:    Ben Kohn

Project Rhombus
Commitment Letter

Ladies and Gentlemen:

You have advised us that RT Rhombus Holdings, Inc., a Delaware corporation (“Holdings” or “you”), intends to directly or indirectly acquire (the “Acquisition”), all of the capital stock of the entity previously identified by you to us as “Rhombus” (the “Acquired Business”) pursuant to the Acquisition Agreement (as defined in Exhibit A hereto).  You have further advised Highbridge Principal Strategies, LLC (acting through such of its affiliates, controlled affiliated or managed funds and separately managed and controlled accounts as it deems appropriate, “Highbridge”, the “Commitment Party”, “we,” or “us”) that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A.  Capitalized terms used but not defined herein are used with the meanings assigned to them on the Exhibits attached hereto (such Exhibits, together with this letter, collectively, the “Commitment Letter”).

1.         Commitments

In connection with the Transactions, Highbridge is pleased to inform you of its commitment to provide 100% of the commitments in respect of the Term Loan Facility (the “Commitments”), upon the terms expressly set forth in this Commitment Letter (including, without limitation, each of the Exhibits attached hereto, including the Summary of Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”), and the closing and funding of the Term Loan Facility is subject solely to the specified closing conditions set forth in Section 5 below and Exhibit C hereto.

2.         Titles and Roles

It is agreed that Highbridge will act as sole administrative agent and collateral agent for the Term Loan Facility (the “Administrative Agent”).

It is further agreed that no other agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that compensation expressly contemplated by this Commitment Letter and the Closing Payments Letter (as defined herein)) will be paid in connection with the Term Loan Facility unless you and we shall so agree.

If the Commitment Party seeks to assign or sell participations in a portion of its Commitments to an Eligible Commitment Party Assignee (as defined below), you agree to assist (and to use commercially reasonable efforts to cause the Sponsor and the Company to assist) the Commitment Party in connection therewith as the Commitment Party may reasonably request.  As used herein, “Eligible Commitment Party Assignee” means any person that is a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933) and which extends credit or buys loans in the ordinary course of business (other than any Disqualified Institution), provided that, after the giving effect to such assignment, the Commitment Party shall hold more than 50% of the Commitments.  As used herein, “Disqualified Institutions” means (a) those persons that are direct competitors of the Company and its subsidiaries, and any private equity owners of any such direct competitor, in each case to the extent identified by you or Rizvi Traverse and associated funds and affiliates (other than a portfolio company) (the “Sponsor”) to us by name in writing prior to the date hereof, which written list of Disqualified Institutions may be updated from time to time with the consent of Highbridge (such consent (x) not to be unreasonably withheld, conditioned or delayed and (y) to be deemed given unless Highbridge shall have objected thereto within ten business days of receipt of the request to supplement such list) or (b) any of their affiliates, other than Bona Fide Debt Funds (as defined below), that are reasonably identifiable as affiliates solely on the basis of their name (provided that the Administrative Agent shall have no obligation to carry out due diligence in order to identify such affiliates) (it being understood that the Documentation (as defined in Exhibit C) shall (i) provide that assignments and participations to any Disqualified Institution and natural persons shall be restricted as set forth in Exhibit B and (ii) contain a representation by any buyer under an assignment and assumption agreement that it qualifies as an Eligible Assignee) (such persons or entities in clause (a) or (b), collectively, the “Disqualified Institutions”); provided, that the foregoing shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans to the extent such party was not a Disqualified Institution at the time of the applicable assignment or participation, as the case may be.  For purposes of the foregoing, a “Bona Fide Debt Fund” means any debt fund affiliate of such entities mentioned in clauses (a) and (b) of the immediately preceding sentence that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course of its business and whose managers are not involved with the investment of such competitor or affiliate.

3.         Closing Payments.

As consideration for the commitments and agreements of the Commitment Party hereunder, you agree to pay or cause to be paid on the date when due and payable the nonrefundable compensation described in the separate closing payments letter dated the date hereof and delivered herewith (the “Closing Payments Letter”) by and among you and Highbridge, on the terms and subject to the conditions expressly set forth therein.

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4.         Information

You hereby represent and warrant that, and with respect to the Company and its subsidiaries, to your knowledge that, (a) all written information, other than the projection model delivered to the Commitment Party prior to the date hereof (the “Projections”), other projections, budgets, estimates, forward looking statements and information of a general economic or industry-specific nature, concerning you or the Company or your or its subsidiaries (the “Information”), that has been or will be made available to us by you or your representatives in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein taken as a whole, not materially misleading in light of the circumstances under which such statements are made, and (b) the Projections that have been or will be made available to us by or on behalf of you in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time prepared and at the time being furnished (it being recognized by the Commitment Party that (i) such Projections are not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies many of which are beyond your control and (ii) no assurance can be given that any particular projections will be realized, and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You agree that if, at any time prior to the Closing Date, you become aware that any of the representations and warranties in the preceding sentence are incorrect, when taken as a whole, in any material respect if the Information or Projections were being furnished and such representations and warranties in the first sentence of this paragraph were being made at such time, then you will use commercially reasonable efforts to promptly supplement the Information and the Projections so that (with respect to Information and Projections relating to the Company or its subsidiaries, to your knowledge) such representations and warranties, as supplemented, are correct, when taken as a whole, in all material respects, under those circumstances. The accuracy of the foregoing representations and warranties, whether or not supplemented, shall not be a condition to the obligations of the Commitment Party hereunder.  You shall promptly deliver to the Commitment Party all unaudited, internally prepared consolidated balance sheets and related statements of income and cash flows of the Company and “flash reports” prepared for management for each month of the Company ended after the close of its most recent fiscal quarter and at least 30 days prior to the Closing Date, to the extent received by you or the Sponsor or your respective affiliates from the Company.  In furtherance of the foregoing, you shall, and cause you affiliates to, request such financial information described in the immediately preceding sentence from the Company for each such month of the Company ended after the close of its most recent fiscal quarter.

5.         Conditions

Notwithstanding anything in this Commitment Letter, the Closing Payments Letter, the Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the commitments of the Commitment Party hereunder and the Commitment Party’s agreement to perform the services described herein are subject only to the conditions expressly set forth in the Term Sheet under the heading “CERTAIN CONDITIONS – Conditions to Funding”, and in Exhibit C hereto (collectively, the

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“Exclusive Funding Conditions”), (b) the only conditions (express or implied) to the availability of the Term Loan Facility on the Closing Date are the Exclusive Funding Conditions and (c) to the extent the Specified Acquisition Agreement Representations with respect to the Company and its subsidiaries are qualified or subject to “material adverse effect,” the definition thereof shall be “Material Adverse Effect” as defined in the Acquisition Agreement for purposes of the representation and warranties made or to be made on or as of the Closing Date.

Notwithstanding anything in this Commitment Letter, the Closing Payments Letter, the Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations and warranties, the accuracy of which shall be a condition to availability of the Term Loan Facility on the Closing Date, shall be (i) the representations and warranties made by or with respect to the Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you or your applicable affiliates have the right (determined without regard to any notice requirement) to terminate your (or their) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Acquisition Agreement (the “Specified Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) (the representations and warranties described in clauses (i) and (ii) being the “Closing Date Representations”), and (b) the terms of the Documentation shall be in a form such that they do not impair the availability of the Term Loan Facility on the Closing Date if the Exclusive Funding Conditions are satisfied (or waived), it being understood that, to the extent any lien search or security interest in the Collateral cannot be provided on the Closing Date (other than (w) the execution and delivery of security agreements reasonably acceptable to the Administrative Agents, (x) the pledge and perfection of Collateral with respect to which a lien may be perfected by the filing of financing statements under the Uniform Commercial Code (“UCC”), (y) the delivery of stock certificates and stock powers for such equity interests that are “certificated securities” (as defined in Article 8 of the Uniform Commercial Code) of the Company and domestic subsidiaries of the Company that are part of the Collateral and (z) the delivery of completed intellectual property security agreements for intellectual property of the Borrower and each Guarantor that is registered or for which an application has been filed with the United States Patent and Trademark Office or the United States Copyright Office (other than “intent to use” trademark applications)) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection, as applicable, of any such lien search or security interest in such Collateral shall not constitute a condition precedent to the availability of the Term Loan Facility, but shall instead be provided within forty five days (or such later time as the Administrative Agent shall approve) after the Closing Date, subject to such extensions as are reasonably agreed by the Administrative Agent, pursuant to arrangements to be mutually agreed by the parties hereto acting reasonably.  “Specified Representations” means the representations in the Documentation relating to corporate or other organizational existence, organizational power and authority of the Borrower and the Guarantors (as they relate to due authorization, execution, delivery and performance of the Documentation); due authorization, execution, delivery and enforceability, in each case relating to the entering into and performance of such Documentation; solvency as of the Closing Date (after giving effect to the Transactions) of Holdings and its subsidiaries on a consolidated basis (in form and scope consistent with the Solvency Certificate attached as Annex I to Exhibit C hereto); no conflicts of the Documentation with charter documents of the Borrower or any Guarantor; Federal Reserve margin regulations;

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the Investment Company Act; PATRIOT Act; OFAC; FCPA; anti-laundering laws; and the creation, perfection and first priority status of the security interests in the Collateral (subject to customary permitted liens to be agreed) and subject in all respects to the foregoing provisions of this paragraph.  This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provision”.

6.         Indemnification and Expenses

You agree (a) to indemnify and hold harmless the Commitment Party, its affiliates and controlling persons and the respective directors, officers, employees, partners, advisors, agents and other representatives of each of the foregoing and their respective successors (each, an “indemnified person”) from and against any and all actual losses (excluding lost profits), claims, damages, liabilities and expenses, joint or several, to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter or the Closing Payments Letter, the Transactions, the Term Loan Facility, the contemplated use of proceeds thereof or any related transaction or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, the Company, your or its equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person within thirty days of written demand (together with reasonable backup documentation) for any reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing (but limited, in the case of legal fees and expenses, to one outside counsel to such indemnified persons taken as a whole and, in the case of an actual or potential conflict of interest, one additional counsel to the affected indemnified persons taken as a whole and, to the extent reasonably necessary, one local counsel in each relevant material jurisdiction (and in the case of a conflict of interest, one additional counsel to the affected persons taken as a whole) but no other third-party advisors without your prior written consent, not to be unreasonably withheld); provided, that the foregoing indemnity will not, as to any indemnified person, apply to (x) losses, claims, damages, liabilities or related expenses to the extent they arise from (i) the willful misconduct, bad faith or gross negligence of such indemnified person (or its Related Persons) as determined in a final, non-appealable judgment of a court of competent jurisdiction, (ii) the material breach of the Commitment Letter or the Closing Payments Letter by such indemnified person (or its Related Persons), as determined in a final, non-appealable judgment of a court of competent jurisdiction, or (iii) any disputes solely among indemnified persons (other than any claims against the Commitment Party in its capacity as an Administrative Agent or any similar role under the Term Loan Facility, but not any other person or entity party to any such claim or dispute) and not arising out of any act or omission of Holdings, the Borrower or the Company, or any of your or their respective subsidiaries, and (b) whether or not the Closing Date occurs, to reimburse the Commitment Party and its affiliates for all reasonable and documented out-of-pocket expenses (including, but not limited to, reasonable and documented out-of-pocket due diligence expenses, travel expenses, and reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel to the Commitment Party and to the extent reasonably necessary, one local counsel in each relevant material jurisdiction to the Commitment Party, incurred in connection with each of the Term Loan Facility and any related documentation (including this Commitment Letter, the Closing Payments Letter and the Documentation) or the administration, amendment, modification or waiver of any of the foregoing) within 30 days of written demand (including documentation

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reasonably supporting in detail such request) or, to the extent of such expenses and fees outstanding as of the Closing Date, on the Closing Date to the extent written demand including documentation reasonably supporting such request is provided at least two business days prior to the Closing Date.  None of the indemnified persons or you, the Sponsor, the Company or any of your or their respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Closing Payments Letter, the Term Loan Facility or the transactions contemplated hereby; provided that nothing contained in this sentence shall limit your indemnification and reimbursement obligations to the extent expressly set forth herein.  For purposes hereof, a “Related Person” of any indemnified person means (1) its affiliates and controlling persons, (2) the respective directors, officers, employees or partners of such indemnified person or any of its controlling person or controlled affiliates and (3) the respective advisors, agents and other representatives of such indemnified person or any of its controlling person or controlled affiliates, in the case of this clause (3) acting at the instructions of such indemnified person.

You shall not be liable for any settlement of any Proceeding (or expenses related thereto) effected without your consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent, or if there is a final judgment for the plaintiff against an indemnified person in any such Proceeding, you agree to indemnify and hold harmless each indemnified person to the extent and in the manner set forth above.  You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceeding against an indemnified person in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability or claims that are the subject matter of such Proceeding and (b) such settlement does not include any statement as to any admission of fault, culpability or a failure to act by or on behalf of such indemnified person.

7.         Sharing of Information, Absence of Fiduciary Relationship, Affiliate Activities

You acknowledge that Highbridge and its affiliates (the term “Highbridge”, when used in this paragraph, includes all such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Highbridge will not use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by Highbridge of services for other companies, and Highbridge will not furnish any such information to other companies or any other person except as expressly permitted hereby.  You also acknowledge that Highbridge has no obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, (b) we, on the one hand, and you, on the other hand,

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have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on our part, (c) in connection therewith and with the process leading to the Transactions, the Commitment Party and its affiliates (as the case may be) are acting solely as a principal and not as agents or fiduciaries of you or any other person, (d) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (e) you have consulted legal, accounting, regulatory and tax advisors to the extent you deemed appropriate and you are not relying on the Commitment Party for such advice, (f) you have been advised that we and our affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that we and our affiliates have no obligation to disclose such interests and transactions to you and your affiliates by virtue of any fiduciary, advisory or agency relationship and (g) neither the Commitment Party nor its affiliates has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by the Commitment Party and the Borrower.

You further acknowledge and agree that you are responsible for making your own independent judgment with respect to the transactions contemplated by this Commitment Letter and the process leading thereto.  You waive, to the fullest extent permitted by law, any claims you may have against the Commitment Party for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Commitment Party shall not have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

8.         Confidentiality

This Commitment Letter and the Closing Payments Letter, in each case, are delivered to you on the understanding that neither this Commitment Letter nor the Closing Payments Letter nor any of their respective terms shall be disclosed, to any other person except (a) the Sponsor and your and its respective officers, directors (or comparable persons), employees, affiliates, attorneys, accountants, agents and advisors on a confidential and “need-to-know” basis, (b) the Company and its shareholders, employees, attorneys, accountants, agents and advisors on a confidential and “need-to-know” basis (provided that any disclosure of the Closing Payments Letter or its terms or substance to the Company under this clause (b) shall be, prior to the consummation of the Acquisition, redacted in respect of (x) the amounts, percentages and basis points of compensation set forth therein and (y) any other provisions therein relating to the pricing and other economic terms of the Term Loan Facility), (c) in any legal, judicial or administrative proceeding or as otherwise required by applicable law, rule or regulation (including the Commitment Letter (but not the Closing Payments Letter or any of the contents thereof), other than the aggregate fee amount) in connection with any Securities and Exchange Commission filings relating to the Acquisition) or as requested by a governmental authority (in which case you agree, to the extent permitted by law, rule or regulation, to inform us promptly thereof), (d) in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter and the Closing Payments Letter, (e) Exhibits A, B and C hereto (but not the Closing Payments Letter or the contents thereof other than the existence thereof and the aggregate amount of fees paid or payable thereunder as part of projections, pro forma information and a generic disclosure of aggregate sources and uses) may be disclosed to potential

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Lenders or participants identified by the Commitment Party in connection with the Acquisition, and (f) the aggregate fee amounts paid or payable under the Closing Payments Letter may be disclosed in financial statements.

The Commitment Party shall treat confidentially all information delivered to the Commitment Party by you, the Company, the Sponsor or your or its respective affiliates and representatives in connection with the Acquisition and the other Transactions and only use such information for the purposes of providing the commitments contemplated by this Commitment Letter; provided, however, that nothing herein shall prevent the Commitment Party from disclosing any such information (a) to any Lenders or participants or prospective Lenders or participants (other than Disqualified Institutions), (b) in any legal, judicial, or administrative proceeding or other compulsory process or otherwise as required by applicable law, rule or regulations or as requested by a governmental authority (in which case the Commitment Party shall promptly notify you, in advance, to the extent permitted by law, rule or regulation, except with respect to any audit or examination conducted by accountants or any regulatory authority exercising examination or regulatory authority, in which case, promptly notify you, in advance, to the extent lawfully permitted to do so), (c) upon the request or demand of any governmental or regulatory authority having jurisdiction over the Commitment Party or any of its affiliates or upon the good faith determination by counsel that such information should be disclosed in light of ongoing oversight or review of the Commitment Party by any such governmental or regulatory authority having jurisdiction over the Commitment Party or its affiliates (in which case the Commitment Party shall, except with respect to any audit or examination conducted by accountants or any regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (d) to the officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents and leverage facility providers of the Commitment Party (collectively, “Representatives”) on a “need-to-know” basis and who are informed of the confidential nature of such information and agree to keep information of this type confidential, (e) to any of its affiliates related funds, and managed accounts and Representatives of its affiliates related funds, and managed accounts on a “need-to-know” basis (provided, that the Commitment Party shall be responsible for the compliance of its Representatives, affiliates and Representatives of its affiliates with this paragraph) solely in connection with the Term Loan Facility and the related Transactions and matters reasonably related thereto, (f) to the extent any such information becomes publicly available other than by reason of disclosure by the Commitment Party, its affiliates or Representatives in breach of this Commitment Letter or other obligation of confidentiality owed to you, the Sponsor, the Company or their respective affiliates, (g) for purposes of establishing a “due diligence” defense, (h) to the extent that such information is received by the Commitment Party or its Representatives from a third party that is not known by the Commitment Party to be subject to applicable confidentiality obligations to you or your affiliates, the Sponsor or the Company or its affiliates, and (i) to enforce their respective rights or remedies hereunder or under the Closing Payments Letter or the Documentation; provided, that the disclosure of any such information to any Lenders, prospective Lenders, leverage facility providers or participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the Commitment Party).  The Commitment Party’s obligations under this paragraph shall automatically terminate and be superseded by the confidentiality

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provisions in the Documentation upon the execution and delivery thereof and shall in any event terminate one (1) year after the date hereof.

9.         Miscellaneous

This Commitment Letter shall not be assignable by any party hereto (except (i) by you on the Closing Date to one or more of your affiliates that is a newly formed domestic “shell” company controlled, directly or indirectly, by the Sponsor to effect the consummation of the Acquisition and (ii) by the Commitment Party to (A) one or more of its affiliates, controlled affiliated or managed funds or separately managed and controlled accounts and (B) to any Eligible Commitment Party Assignee, provided that Highbridge will not be released from the assigned portion of the Commitment until the initial funding of the Term Loan Facility on the Closing Date) without the prior written consent of the Commitment Party or you, as applicable (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein, except to the extent that you and we otherwise agree in writing and is not intended to create a fiduciary relationship among the parties hereto.  This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and the Commitment Party.  This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof.  This Commitment Letter and the Closing Payments Letter are the only agreements that have been entered into among us and you with respect to the Term Loan Facility and set forth the entire understanding of the parties with respect thereto.  Subject to the limitations set forth in this Commitment Letter, the Commitment Party may perform the duties and activities described hereunder through any of its affiliates (other than any Disqualified Institutions) and the provisions of the third paragraph immediately preceding this paragraph shall apply with equal force and effect to any of such affiliates so performing any such duties or activities.  This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to principles of conflicts of law; provided, however, that the laws of the State of Delaware shall govern in determining (a) the interpretation of a “Material Adverse Effect” and whether a “Material Adverse Effect” has occurred, (b) the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you (or your affiliates) have the right (without regard to any notice requirement) to terminate your (or their) obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement and (c) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement (in each case, without regard to principles of conflicts of law thereof, to the extent that the same are not mandatorily applicable by statute and would require or permit the application of the law of another jurisdiction).  Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including the good faith negotiation of the Documentation (it being acknowledged that the Commitment provided hereunder is subject to the Exclusive Funding Conditions) and (ii) the Closing Payments Letter is a binding and enforceable agreement with respect to the subject matter contained therein.

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Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

Each of the parties hereto (and, to the extent the benefits herein are accepted by such persons and entities, each other indemnified person) irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan in the City of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and any appellate court from any thereof, over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated hereby, this Commitment Letter or the Closing Payments Letter or the performance of services hereunder or thereunder or for recognition or enforcement of any judgment and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state or, to the extent permitted by law, in such federal court; provided, however, that the Commitment Party shall be entitled to assert jurisdiction over you and your property in any court in which jurisdiction may be held over you or your property under applicable law, and (b) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  You and we agree that service of any process, summons, notice or document by registered mail addressed to any of the parties hereto at the applicable addresses above shall be effective service of process for any suit, action or proceeding brought in any such court.  You and we hereby irrevocably and unconditionally waive, to the fullest extent you and we may legally and effectively do so, any objection to the laying of venue of any such suit, action or proceeding brought in any court in accordance with clause (a) of the first sentence of this paragraph and any claim that any such suit, action or proceeding has been brought in any inconvenient forum.  YOU AND WE (AND, TO THE EXTENT THE BENEFITS HEREIN ARE ACCEPTED BY SUCH PERSONS AND ENTITIES, EACH OTHER INDEMNIFIED PERSON) HEREBY IRREVOCABLY WAIVE (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE TRANSACTIONS, THIS COMMITMENT LETTER OR THE CLOSING PAYMENTS LETTER OR THE PERFORMANCE OF OBLIGATIONS HEREUNDER OR THEREUNDER.

The Commitment Party hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow the Commitment Party and each Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act.  This notice is given in accordance with the requirements of the PATRIOT Act and is effective for the Commitment Party, each Lender and each prospective Lender.

The indemnification, jurisdiction, waiver of jury trial, service of process, venue, governing law, sharing of information, no agency or fiduciary duty, and confidentiality provisions contained herein and in the Closing Payments Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder;

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provided, that your obligations under this Commitment Letter (other than (a) the confidentiality obligations, which shall terminate in accordance with their respective terms and (b) your understandings and agreements regarding no agency or fiduciary duty) shall automatically terminate and be superseded by the provisions of the Documentation upon the initial funding thereunder and the payment of all amounts owed pursuant to this Commitment Letter and the Closing Payments Letter on the Closing Date, and you shall automatically be released from all liability in connection therewith at such time.  You may terminate the Commitment Party’s commitments hereunder in whole (but not in part) at any time subject to the provisions of the preceding sentence and the provisions of the Closing Payments Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Closing Payments Letter by (i) returning to us executed counterparts by Holdings of both of this Commitment Letter and the Closing Payments Letter and by Sponsor of the Closing Payments Letter, and (ii) providing evidence reasonably satisfactory to the Commitment Party that the commitment letter, dated as November 8, 2015, between you and Jefferies Finance LLC has been terminated or will be terminated upon the effectiveness of this Commitment Letter, in each case, not later than 11:59 p.m., New York City time, on December 11, 2015.  This Commitment Letter and the Closing Payments Letter will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence.  In the event that the initial borrowing under the Term Loan Facility does not occur on or before the Expiration Date (as defined below), then this Commitment Letter and the commitments hereunder shall automatically terminate unless we shall, in our sole discretion, agree in writing to an extension.  “Expiration Date” means the earliest of (i) 11:59 p.m., New York City time, on April 6, 2016, (ii) the Closing Date, (iii) the closing of the Acquisition without the use of the Term Loan Facility and (iv) the valid termination of the Acquisition Agreement prior to the closing of the Acquisition; provided that the termination of any commitment pursuant to this sentence does not prejudice your rights and remedies in respect of any breach of this Commitment Letter.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Project Rhombus – Commitment Letter Signature Page]

Accepted and agreed to as of
the date first above written:

[Project Rhombus – Commitment Letter Signature Page]

EXHIBIT A

PROJECT RHOMBUS

$330 million First Lien Term Loan Facility
Transaction Summary

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the letter to which this Exhibit A is attached or in Exhibits B, or C thereto.

The Sponsor and certain other investors designated by Sponsor (together with the Sponsor, collectively, the “Investors”) intend, directly or indirectly, to acquire RealD Inc., a Delaware corporation (the “Company”) and its subsidiaries, all as set forth in the below-defined Acquisition Agreement.  In connection therewith:

(a)                               RT Cinema Holdings, LLC, a Delaware limited liability company (“Ultimate Holdings”), which owns 100% of the equity of Holdings and is controlled directly or indirectly by the Sponsor, and Rhombus Merger Sub, Inc., a Delaware corporation (“Merger Sub”), a direct subsidiary of Holdings, will enter into that certain Agreement and Plan of Merger, dated as of November 8, 2015, with certain other parties thereto (together with the exhibits and disclosure schedules thereto, the “Acquisition Agreement”), whereby Merger Sub will merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation of the Merger pursuant to the terms of the Acquisition Agreement.  Immediately after giving effect to the Merger, the Company will become and assume the obligations of Merger Sub as the Borrower.

(b)                              The Investors, directly or indirectly, will contribute an amount in cash to Ultimate Holdings (which will subsequently contribute such amount to Holdings as common capital and which Holdings will contribute to Merger Sub as common capital) as common equity and/or Qualified Preferred Equity (to be defined on terms reasonably acceptable to the Commitment Party (and the Commitment Party confirms that the terms set forth in the Preferred Commitment Letter (as defined in the Acquisition Agreement) are acceptable)), which, when combined with the value of the equity investment of certain existing equity holders of the Company rolled over or otherwise invested in connection with the Transactions on or prior to such time (such contribution of common equity, Qualified Preferred Equity and rolled over equity, the “Equity Contribution”), will constitute immediately after giving effect to the Acquisition, in the aggregate not less than 45.0% of sum of (1) the aggregate amount of the Term Loan Facility funded on the Closing Date and any other indebtedness for borrowed money plus (2) the amount of the Equity Contribution; provided that immediately upon the consummation of the Acquisition, the Sponsor will hold, directly or indirectly, the power to vote, or direct the voting of, Equity Interests constituting no less than 50.1% of the aggregate amount of the issued and outstanding voting equity of Holdings.

(c)                               All existing third party debt for borrowed money of the Company and its subsidiaries, if any, will be refinanced, commitments related thereto will be terminated and security interests or guaranties provided in connection therewith will be terminated or

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released (the “Refinancing”), other than, in each case, other than (i) indebtedness permitted to remain outstanding under the Acquisition Agreement and specified in Part 1 of Annex I to this Exhibit A, (ii) indebtedness permitted to be incurred under the Acquisition Agreement prior to the Closing Date and (iii) certain other indebtedness that the Borrower and the Commitment Party reasonably agree may remain outstanding after the Closing Date (the foregoing indebtedness, including any replacements, extensions and renewals of any of the foregoing indebtedness, collectively, the “Permitted Surviving Debt”).

(d)                             The Borrower will obtain a senior secured first lien term loan facility (the “Term Loan Facility”) as described in Exhibit B to the Commitment Letter and, at the option of the Borrower, the Borrower may obtain (but shall not be required to obtain) a Revolving Facility (as defined herein) in an amount not to exceed $15,000,000 (together with the Term Loan Facility, the “Senior Secured Facilities”).

(e)                               The proceeds of the Equity Contribution, the Term Loan Facility and/or cash on hand at the Company and its subsidiaries on the Closing Date will be applied to fund the Acquisition and the Refinancing and to pay the fees, premiums, expenses and other transaction costs incurred in connection with the Transactions (as defined below), including those amounts set forth in the Closing Payments Letter (the “Transaction Costs”).

The transactions described above are collectively referred to herein as the “Transactions”.  For purposes of the Commitment Letter and the Closing Payments Letter, the “Closing Date” shall mean the date of the satisfaction or waiver of the Exclusive Funding Conditions, the funding of the Term Loan Facility and the consummation of the Acquisition.

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Annex I to Exhibit A

Outstanding Indebtedness

1.                                    Indebtedness with respect to the foreign currency exchange arrangements summarized in a document titled “U.S. Bank Foreign Exchange Mark to Market Report for: REALD INC” delivered to the Lead Arrangers prior to the date hereof.

2.                                    Indebtedness under the Commercial Lease Master Lease Agreement, dated as of July 26, 2016, by and among RealD, Inc., as lessee, and each of Ford Motor Credit Company LLC, CML East LLC and CML West LLC, as lessors, as in effect as of the date of the Commitment Letter.

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EXHIBIT B

PROJECT RHOMBUS

$330 million Term Loan Facility
Summary of Terms and Conditions

Set forth below is a summary of the principal terms and conditions for the Term Loan Facility.  Capitalized terms used but not defined in this Exhibit B shall have the meanings set forth in the letter to which this Exhibit B is attached or in Exhibits A or C attached thereto.

1.         PARTIES

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2.         TYPES AND AMOUNTS OF FACILITIES

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3.         CERTAIN PAYMENT PROVISIONS

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B-4

4.         COLLATERAL

B-5

B-6

B-7

5.         CERTAIN CONDITIONS

6.         DOCUMENTATION

B-8

B-9

B-10

B-11

B-12

B-13

B-14

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Annex I to Exhibit B

INTEREST AND CERTAIN FEES

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EXHIBIT C

PROJECT RHOMBUS

Conditions

The availability of the Term Loan Facility shall be subject to the satisfaction or waiver by the Commitment Party of only the following conditions (subject to the Certain Funds Provision).  Capitalized terms used but not defined in this Exhibit C have the meanings set forth in the letter to which this Exhibit C is attached or in Exhibits A, or B thereto.

1.                                    The definitive documentation for the Term Loan Facility (the “Documentation”) shall have been executed and delivered by each of the Borrower and the Guarantors (which, for the avoidance of doubt, shall not include control agreements, landlord waivers, insurance deliverables or any mortgages (all of which shall be delivered post-closing within the time periods contained in the Documentation) and shall be subject to the Certain Funds Provision), and the Commitment Party shall have received:

(a)                               customary notices of borrowing;

(b)                              a VCOC information letter substantially in the form of Annex I to this Exhibit C;

(c)                               customary closing certificates and domestic legal opinions, domestic organizational charter documents of Loan Parties certified by appropriate public officials, good standing certificates in the jurisdiction of organization of Loan Parties, lien search results and resolutions of Loan Parties; and

(d)                             a certificate (substantially in the form of Annex II to this Exhibit C) from the chief financial officer (or other officer with reasonably equivalent duties) of the Borrower or Holdings certifying that the Borrower or Holdings and its subsidiaries, on a consolidated basis immediately after giving effect to the Transactions, are solvent.

2.                                    The Equity Contribution shall have been received in the manner described in Exhibit A to the Commitment Letter.

3.                                    On the Closing Date, after giving effect to the Transactions, none of Holdings, the Borrower or any of its subsidiaries shall have any third party indebtedness for borrowed money other than the Term Loan Facility and Permitted Surviving Debt.

4.                                    The Acquisition shall be consummated in all material respects in accordance with the Acquisition Agreement substantially concurrently with the initial funding of the Term Loan Facility without any material amendment, waiver, modification or consent not consented to by the Administrative Agent (each such consent not to be unreasonably withheld, conditioned or delayed) other than waivers, modifications, consents, or amendments, which would not be (in the aggregate) materially adverse to the interests of the Lenders; provided further (i) increases in purchase price if funded with common equity or Qualified Preferred Equity shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the

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Administrative Agent, (ii) decreases in purchase price of not more than 15% shall not be deemed to be materially adverse to the interests of the Lenders and shall not require the consent of the Administrative Agent if applied pro rata among the Term Loan Facility and the Equity Contribution and (iii) any amendment, waiver, consent or other modifications to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement shall be deemed materially adverse to the interests of the Lenders.

5.                                    Since the date of the Acquisition Agreement, there shall not have occurred any change or event that constitutes a Material Adverse Effect (as defined in the Acquisition Agreement).

6.                                    The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income and cash flows of the Company for the last three fiscal years ended at least 90 days prior to the Closing Date (it being understood and agreed that such audited consolidated financial statements have been delivered for the fiscal years ending March 31, 2015, March 31, 2014 and March 31, 2013), (ii) unaudited consolidated balance sheets and related statements of income and cash flows of the Company for each fiscal quarter of the Company (other than the fourth fiscal quarter) ended after the close of its most recent fiscal year and at least 45 days prior to the Closing Date and (iii) a pro forma consolidated balance sheet and related statements of income and cash flows of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days in case such period is the end of the Borrower’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred at the beginning of such period.

7.                                    The Administrative Agents shall have received, at least five business days prior to the Closing Date, all documentation and other information with respect to Borrower that is requested by each Administrative Agent at least ten business days prior to the Closing Date and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

8.                                    Payment of all fees and expenses due and payable to the Commitment Party required to be paid on the Closing Date from the proceeds of the initial funding under the Term Loan Facility for which invoices have been received by the Borrower at least two business days in advance.

9.                                    The Specified Acquisition Agreement Representations and Specified Representations shall be true and correct in all material respects.

10.                            Subject to the Certain Funds Provision, all actions necessary to establish that the Administrative Agent will have a perfected first priority security interest (subject to liens permitted under the Documentation) in the Collateral under the Term Loan Facility; provided that, in the case of the foregoing, only to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date.

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Annex I to Exhibit C

FORM OF VCOC INFORMATION LETTER

(See attached)

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[             ], 201[   ]

[Highbridge [            ]] (the “Investor”)

40 West 57th Street – 33rd Floor

New York, New York 10019]1

Dear Sirs:

This letter will confirm our agreement that, in connection with your loans to Rhombus Merger Sub, Inc., a Delaware corporation, to be merged with and into RealD Inc., a Delaware corporation (with RealD Inc. being the surviving corporation) (the “Company”), pursuant to the terms of (a) that certain [·]2 (the “Credit Agreement”) and (b) the other Loan Documents (as defined in the Credit Agreement), the Investor will be entitled to the following contractual management rights (collectively, the “Management Rights”):

1.   Representatives of the Investor (the “Representatives”) shall be entitled to periodically, but in no event more than once per calendar quarter (with such consultations coordinated between the Representatives), consult with and advise management of the Company with respect to operations of the Company and its direct and indirect subsidiaries, including business and financial matters and management’s proposed annual operating plans, at the Company’s facilities and at mutually agreeable times for such consultation and advice.  The Company agrees to give due consideration to the advice given and proposals made by the Investor;

2.   The Investor may inspect the books and records of the Company and its direct and indirect subsidiaries, to the extent permitted by the terms of Section [   ] of the Credit Agreement.  The Company shall furnish the Investor with such financial and operating data and other information with respect to the business and properties of the Company and its direct and indirect subsidiaries as is required under the terms of the Credit Agreement.  The Company shall permit the Representatives to discuss the affairs, finances and accounts of the Company and its subsidiaries with, and to make proposals and furnish advice with respect thereto, the principal officers of the Company, but in any event, not more than once per calendar quarter;

3.   The Company agrees to provide the Investor with such other rights of consultation which the parties mutually agree to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its investment in the Company as a “venture capital investment” for purposes of the United States Department of Labor Regulation published at 29 C.F.R. Section 2510.3-101(d)(3)(i); and

·

1  NTD: Highbridge lending entity to be confirmed.

2  Description of Credit Agreement to be inserted.

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4.   .The Company agrees to provide the Investor with the financial statements required to be provided pursuant to Section [    ] of the Credit Agreement, at the same time and in the same manner as provided therein.

The Investor agrees, and shall cause each of its Representatives to agree, to be bound by the terms of Section [    ] [Confidentiality] of the Credit Agreement.

The rights set forth in this letter agreement are intended to satisfy the requirement of contractual management rights for purposes of qualifying the Investor’s interests in the Company as venture capital investments for purposes of the Department of Labor’s “plan assets” regulations, and in the event that, after the date hereof, as a result of any change in applicable law or regulation or a judicial or administrative interpretation of applicable law or regulation, it is determined that such rights are not satisfactory for such purpose, the Investor and the Company shall reasonably cooperate in good faith to agree upon mutually satisfactory management rights which satisfy such regulations.

The parties expressly agree that, in connection with any sale, transfer or assignment (in each case, in accordance with the terms of Section [    ] of the Credit Agreement) of all or a portion of the Investor’s investment in the Company to an affiliated investment fund of Investor, the Investor may assign its rights under this letter agreement to such affiliated investment fund without the further consent of the Company, provided that such affiliated investment fund agrees in writing to be bound by the terms of this letter agreement.

This letter agreement shall become effective on the Closing Date (as defined in the Credit Agreement) and shall terminate with the Investor having no further Management Rights, on the earlier of the date the Investor (or an affiliated investment fund of the Investor) Investor no longer holds loans under the Credit Agreement, or there is no indebtedness outstanding under the Credit Agreement.

This letter agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this letter agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature Page Follows]

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Very truly yours,

RealD Inc.

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AGREED AND ACCEPTED THIS
[    ] day of [              ], 2016

[HIGHBRIDGE [              ]]3

3  To be updated

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Annex II to Exhibit C

FORM OF SOLVENCY CERTIFICATE

[·],       

This Solvency Certificate is being executed and delivered pursuant to Section [·] of that certain [·]4 (the “Credit Agreement”); the terms defined therein being used herein as therein defined.

I, [·], the [chief financial officer/equivalent officer] of Holdings, solely in such capacity and not in an individual capacity, hereby certify that I am the [chief financial officer/equivalent officer] of Holdings and that I am generally familiar with the businesses and assets of Holdings and its subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of Holdings pursuant to the Credit Agreement.

I further certify, solely in my capacity as [chief financial officer/equivalent officer] of Holdings/, and not in my individual capacity, as of the date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions on the date hereof, that, (i) the sum of the debt (including contingent liabilities) of Holdings and its subsidiaries, taken as a whole, does not exceed the present fair saleable value (on a going concern basis) of the assets of Holdings and its subsidiaries, taken as a whole; (ii) the capital of Holdings and its subsidiaries, taken as a whole, is not unreasonably small in relation to the business of Holdings or its subsidiaries, taken as a whole, contemplated as of the date hereof; and (iii) Holdings and its subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

[Remainder of page intentionally left blank]

4  Description of Credit Agreement to be inserted.

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IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

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