RLJE / RLJ Entertainment, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

RLJE / RLJ Entertainment, Inc. 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-53346 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in

RLJE / RLJ Entertainment, Inc. / Sudbury Capital Fund, LP - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

AMC NETWORKS INC. COMPLETES ACQUISITION OF RLJ ENTERTAINMENT, INC.

AMC NETWORKS INC. COMPLETES ACQUISITION OF RLJ ENTERTAINMENT, INC. SILVER SPRING, MD (October 31, 2018) – RLJ Entertainment, Inc. (NASDAQ: RLJE) announced that it has completed its previously announced merger with a subsidiary of AMC Networks Inc. (NASDAQ: AMCX) today, immediately following approval by RLJ Entertainment’s common stockholders at the special meeting held to consider the transaction.

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-35675 45-4950432 (State

Amended and Restated Articles of Incorporation of RLJ Entertainment, Inc.

CERTIFICATE OF THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF RLJ ENTERTAINMENT, INC.

Bylaws of RLJ Entertainment, Inc.

AMENDED AND RESTATED BYLAWS OF RLJ ENTERTAINMENT, INC. a Nevada corporation ARTICLE I OFFICES Section 1.1Principal Office. The principal office and place of business of RLJ Entertainment, Inc., a Nevada corporation (the “Corporation”), shall be established from time to time by resolution of the board of directors of the Corporation (the “Board of Directors”). Section 1.2Other Offices. Other office

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13E3/A

SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) (Rule 13e-100) Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of the Issuer) RLJ Entertainment, Inc. AM

JOINT FILING AGREEMENT

Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 4 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securiti

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of October 31, 2018 RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, DIGITAL ENTERTAINMENT

Exhibit 2 Exhibit 2 EXECUTION VERSION AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of October 31, 2018 among RLJ ENTERTAINMENT, INC.

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SCHEDULE 13D/A Activist Investment

Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylva

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (

RLJE / RLJ Entertainment, Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F104 (CUSIP Number) Kenneth Nadel Wolverine Asset Management, LLC 175 W. Jac

RLJE / RLJ Entertainment, Inc. / Sudbury Capital Fund, LP - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Re

RLJE / RLJ Entertainment, Inc. DEFA14A

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RLJE / RLJ Entertainment, Inc. DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 3 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securiti

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13E3/A

SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) (Rule 13e-100) Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of the Issuer) RLJ Entertainment, Inc. AM

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pl

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

EX-99.2 Exhibit 2 EXECUTION VERSION AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 (this “Amendment”), dated as of October 2, 2018, to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 29, 2018, by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), AMC Networks Inc., a Delaware corporation (“Ultimate Parent”) (solely for purpose

RLJE / RLJ Entertainment, Inc. PRER14A

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RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 2 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securiti

RLJE / RLJ Entertainment, Inc. CORRESP

[Arent Fox LLP Letterhead] September 25, 2018 VIA EDGAR Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.

RLJE / RLJ Entertainment, Inc. PRER14A

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RLJE / RLJ Entertainment, Inc. CORRESP

[Arent Fox LLP Letterhead] September 14, 2018 VIA EDGAR Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 1 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securiti

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13E3/A

SC 13E3/A 1 d623067dsc13e3a.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) (Rule 13e-100) Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of the Is

Preliminary Draft Subject to Review Summary Based on all diligence information received, AMC is willing to increase its offer to the minority RLJE shareholders to $4.92 per share. · Represents a 27% premium to the $3.87 per share stock price prior to

EX-99.(c)(viii) Exhibit (c)(viii) Citi Corporate & Investment Banking | Global Media & Communications Group May 2, 2018 DRAFT PRELIMINARY & CONFIDENTIAL Subject to further review and revision Discussion Materials Project River Strictly Private and Confidential Exhibit (c)(viii) Citi Corporate & Investment Banking | Global Media & Communications Group May 2, 2018 DRAFT PRELIMINARY & CONFIDENTIAL Su

Table of Contents 1. Market Data 1 2. Company Plan Analysis 3 3. Next Steps 9 Table of Contents 1. Market Data 1 2. Company Plan Analysis 3 3. Next Steps 9

EX-99.(c)(vii) Exhibit (c)(vii) Citi Corporate & Investment Banking | Global Media & Communications Group April 20, 2018 DRAFT PRELIMINARY & CONFIDENTIAL Subject to further review and revision Discussion Materials Project River Strictly Private and Confidential Exhibit (c)(vii) Citi Corporate & Investment Banking | Global Media & Communications Group April 20, 2018 DRAFT PRELIMINARY & CONFIDENTIAL

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74965F203 (C

Draft For RLJE Price Performance Discussion Purposes Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trading da

EX-99.(c)(v) Exhibit (c)(v) Citi Corporate & Investment Banking | Global Media & Communications Group October 2017 Draft For Discussion Purposes Discussion Materials Strictly Private and Confidential Exhibit (c)(v) Citi Corporate & Investment Banking | Global Media & Communications Group October 2017 Draft For Discussion Purposes Discussion Materials Strictly Private and Confidential Draft For RLJ

Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connectio

EX-99.(c)(ii) Exhibit (c)(ii) Presentation to the Special Committee July 29, 2018Exhibit (c)(ii) Presentation to the Special Committee July 29, 2018 Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection

Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current Initial Offer New Offer Share Price $4.87 $4.25 $6.25 (1) Basic Shares 15.6 15.6 15.6 (+) Net Warrants & RSUs 24.7 24.4 25.2 TSM Shares 40.3 40.0 40.8 Price % Premi

EX-99.(c)(x) Exhibit (c)(x) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Exhibit (c)(x) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Prelimi

Preliminary Draft Subject to Review RLJE Price Performance Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trad

EX-99.(c)(iv) Exhibit (c)(iv) Citi Corporate & Investment Banking | Global Media & Telecom Group September 2017 Discussion Materials Strictly Private and Confidential Exhibit (c)(iv) Citi Corporate & Investment Banking | Global Media & Telecom Group September 2017 Discussion Materials Strictly Private and Confidential Preliminary Draft Subject to Review RLJE Price Performance Price History Since 1

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13E3

SC 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of the Issuer) RLJ Entertainment, Inc. AMC Networks Inc. Digi

AMCX / RLJE Talking Points Financial Benefits · Requires limited capital outlay · Improves revenue and EBITDA growth · Expected to be immediately accretive to both FCF / share and EPS · Will allow AMC to tax consolidate, providing access to RLJE tax

EX-99.(c)(vi) Exhibit (c)(vi) Citi Corporate & Investment Banking | Global Media & Communications Group th February 26 , 2018 Draft For Discussion Purposes 2/26/2018 9:30 AM Discussion Materials Strictly Private and Confidential Exhibit (c)(vi) Citi Corporate & Investment Banking | Global Media & Communications Group th February 26 , 2018 Draft For Discussion Purposes 2/26/2018 9:30 AM Discussion

PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen

EX-99.(c)(iii) Exhibit (c)(iii) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Presentation Materials May 2018Exhibit (c)(iii) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Presentation Materials May 2018 PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River

Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current Initial Offer New Offer Share Price $4.94 $4.25 $5.50 $6.00 $6.25 $6.50 $7.00 $7.50 $7.75 (1) Basic Shares 15.6 15.6 15.6 15.6 15.6 15.6 15.6 15.6 15.6 (+) Net Warr

EX-99.(c)(ix) Exhibit (c)(ix) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Exhibit (c)(ix) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Prel

RLJE / RLJ Entertainment, Inc. PREM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-35675 45-4950432 (State o

RLJE / RLJ Entertainment, Inc. 8-K

DEFA14A 1 rlje-8k20180809.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Ne

FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

EX-99.2 Exhibit 2 FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT This Fourth Amendment to Credit and Guaranty Agreement (this “Amendment”) is effective as of August 9, 2018 (the “Fourth Amendment Effective Date”) by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (“Parent Borrower”), certain subsidiaries of Parent Borrower party hereto (“Guarantors”), and Digital Entertainment Holdings

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pl

RLJ ENTERTAINMENT REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS Digital Channels Subscribers Increased 49% Year-Over-Year Net Revenue Increased 14% Year-Over-Year with Digital Channels Revenue Up 46% Gross Profit Increased 15% Year-Over-Year; Gross M

Exhibit 99.1 RLJ ENTERTAINMENT REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS Digital Channels Subscribers Increased 49% Year-Over-Year Net Revenue Increased 14% Year-Over-Year with Digital Channels Revenue Up 46% Gross Profit Increased 15% Year-Over-Year; Gross Margin Increased 60 Basis Points Year-Over-Year Q2 Net Loss of $2.0M; Adjusted EBITDA Grew 15% Year-Over-Year to $4.5M SILVER SPRING, MD –

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-35675 45-4950432 (State o

Press release issued on August 9, 2018

Exhibit 99.1 RLJ ENTERTAINMENT REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS Digital Channels Subscribers Increased 49% Year-Over-Year Net Revenue Increased 14% Year-Over-Year with Digital Channels Revenue Up 46% Gross Profit Increased 15% Year-Over-Year; Gross Margin Increased 60 Basis Points Year-Over-Year Q2 Net Loss of $2.0M; Adjusted EBITDA Grew 15% Year-Over-Year to $4.5M SILVER SPRING, MD –

RLJE / RLJ Entertainment, Inc. 8-K

DEFA14A 1 rlje-8k20180809.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Ne

RLJE / RLJ Entertainment, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35675 RLJ ENTERTA

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 001-35675 45-4950432 (State or Other Jurisdiction of Incorporation) (Commission File

Amendment No. 3 to the Bylaws of RLJ Entertainment, Inc.

Exhibit 3.1 BYLAW AMENDMENT [Amended portion underlined below] ARTICLE XII INAPPLICABILITY OF ACQUISITION OF CONTROLLING INTEREST STATUTES AND OTHER SIMILAR PROVISIONS In accordance with the provisions of NRS 78.378, and notwithstanding anything to the contrary in these Bylaws or otherwise, the provisions of NRS 78.378 to 78.3793, inclusive, as amended from time to time, or any successor statutes,

Amendment No. 3 to the Bylaws of RLJ Entertainment, Inc.

Exhibit 3.1 BYLAW AMENDMENT [Amended portion underlined below] ARTICLE XII INAPPLICABILITY OF ACQUISITION OF CONTROLLING INTEREST STATUTES AND OTHER SIMILAR PROVISIONS In accordance with the provisions of NRS 78.378, and notwithstanding anything to the contrary in these Bylaws or otherwise, the provisions of NRS 78.378 to 78.3793, inclusive, as amended from time to time, or any successor statutes,

RLJE / RLJ Entertainment, Inc. 8-K

DEFA14A 1 rlje-8k20180731.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 001-35675 45-4950432 (State or Other Jurisdiction

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 001-35675 45-4950432 (State or Other Jurisdiction of Incorporation) (Commission File

Agreement and Plan of Merger, dated as of July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among RLJ ENTERTAINMENT, INC., AMC NETWORKS INC. (solely for the purposes of Section 10.7 hereof), DIGITAL ENTERTAINMENT HOLDINGS LLC and RIVER MERGER SUB INC. Dated as of July 29, 2018 TABLE OF CONTENTS Page Article I Definitions; Interpretation and Construction 1.1. Definitions.2 1.2. Other Terms.17 1.3. Interpretation and Constru

VOTING AND TRANSACTION SUPPORT AGREEMENT

Exhibit 99.2 EXECUTION VERSION VOTING AND TRANSACTION SUPPORT AGREEMENT This VOTING AND TRANSACTION SUPPORT AGREEMENT, dated as of July 29, 2018 (this “Agreement”), is entered into by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), Digital Entertainment Holdings LLC, a Delaware limited liability company (“Parent”), Robert L. Johnson, a natural person, The RLJ Companies, LL

AMC NETWORKS INC. TO ACQUIRE RLJ ENTERTAINMENT, INC.

Exhibit 99.1 AMC NETWORKS INC. TO ACQUIRE RLJ ENTERTAINMENT, INC. • $6.25 Per Share of RLJ Entertainment Common Stock Represents 61% Premium to the Closing Price Immediately Prior to AMC Networks’ February 26, 2018 Merger Proposal • Upon completion of the Merger, RLJ Entertainment Will Become an Indirect Subsidiary of AMC Networks, with a Minority Stake Held by Robert L. Johnson • RLJ Entertainmen

Agreement and Plan of Merger, dated as of July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among RLJ ENTERTAINMENT, INC., AMC NETWORKS INC. (solely for the purposes of Section 10.7 hereof), DIGITAL ENTERTAINMENT HOLDINGS LLC and RIVER MERGER SUB INC. Dated as of July 29, 2018 TABLE OF CONTENTS Page Article I Definitions; Interpretation and Construction 1.1. Definitions.2 1.2. Other Terms.17 1.3. Interpretation and Constru

VOTING AND TRANSACTION SUPPORT AGREEMENT

Exhibit 99.2 EXECUTION VERSION VOTING AND TRANSACTION SUPPORT AGREEMENT This VOTING AND TRANSACTION SUPPORT AGREEMENT, dated as of July 29, 2018 (this “Agreement”), is entered into by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), Digital Entertainment Holdings LLC, a Delaware limited liability company (“Parent”), Robert L. Johnson, a natural person, The RLJ Companies, LL

Press release dated July 30, 2018

Exhibit 99.1 AMC NETWORKS INC. TO ACQUIRE RLJ ENTERTAINMENT, INC. • $6.25 Per Share of RLJ Entertainment Common Stock Represents 61% Premium to the Closing Price Immediately Prior to AMC Networks’ February 26, 2018 Merger Proposal • Upon completion of the Merger, RLJ Entertainment Will Become an Indirect Subsidiary of AMC Networks, with a Minority Stake Held by Robert L. Johnson • RLJ Entertainmen

RLJE / RLJ Entertainment, Inc. 8-K AND DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 001-35675 45-4950432 (State or Other Jurisdiction of Incorporation) (Commission File

VOTING AND TRANSACTION SUPPORT AGREEMENT

Exhibit 3 Exhibit 3 VOTING AND TRANSACTION SUPPORT AGREEMENT This VOTING AND TRANSACTION SUPPORT AGREEMENT, dated as of July 29, 2018 (this “Agreement”), is entered into by and among RLJ Entertainment, Inc.

Contribution Agreement dated as of July 29, 2018, by and among The RLJ Companies, LLC, RLJ SPAC Acquisition, LLC, Mr. Robert L. Johnson, Digital Entertainment Holdings LLC and AMC Digital Entertainment Holdings LLC.

Exhibit 99.17 Contribution AGREEMENT by and among ROBERT L. JOHNSON, THE RLJ COMPANIES, LLC, RLJ SPAC ACQUISITION LLC, DIGITAL ENTERTAINMENT HOLDINGS LLC and AMC DIGITAL ENTERTAINMENT HOLDINGS LLC (solely for purposes of Section 5.6) Dated as of July 29, 2018 TABLE OF CONTENTS Page Article I Definitions 1.1 Certain Defined Terms2 Article II CONTRIBUTION; Closing; Closing Deliveries 2.1 Exchange2 2

JOINT FILING AGREEMENT

Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SCHEDULE 13D/A Activist Investment

Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvan

CONTRIBUTION AGREEMENT by and among ROBERT L. JOHNSON, THE RLJ COMPANIES, LLC, RLJ SPAC ACQUISITION LLC, DIGITAL ENTERTAINMENT HOLDINGS LLC AMC DIGITAL ENTERTAINMENT HOLDINGS LLC (solely for purposes of Section 5.6) Dated as of July 29, 2018 TABLE OF

Exhibit 4 Exhibit 4 CONTRIBUTION AGREEMENT by and among ROBERT L. JOHNSON, THE RLJ COMPANIES, LLC, RLJ SPAC ACQUISITION LLC, DIGITAL ENTERTAINMENT HOLDINGS LLC and AMC DIGITAL ENTERTAINMENT HOLDINGS LLC (solely for purposes of Section 5.6) Dated as of July 29, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1.1 Certain Defined Terms 2 ARTICLE II CONTRIBUTION; CLOSING; CLOSING DELIVERIES 2.1 Exch

RLJE / RLJ Entertainment, Inc. CORRESP

CORRESP 1 filename1.htm July 12, 2018 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark RE: RLJ Entertainment, Inc. Form 10-K for the Year Ended December 31, 2017 Filed March 16, 2018 File No. 001-35675 Ladies and Gentlemen: This letter is being furnished on behalf of RLJ Entertainment, Inc.

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla

THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

EX-99.2 Exhibit 2 THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT This Third Amendment to Credit and Guaranty Agreement (this “Amendment”) is effective as of May 31, 2018 (the “Third Amendment Effective Date”) by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (“Parent Borrower”), certain subsidiaries of Parent Borrower party hereto (“Guarantors”), and Digital Entertainment Holdings LLC (

May 2018

May 2018 This presentation includes “forward-looking statements” that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995.

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 rlje-8k20180510.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-3567

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 rlje-8k20180510.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-3567

RLJ ENTERTAINMENT REPORTS FIRST QUARTER 2018 FINANCIAL RESULTS Digital Channels Subscribers Increased over 44% Year-Over-Year Net Revenue Increased 34% Year-Over-Year with Growth Across All Segments Gross Profit Increased 85% Year-Over-Year; Gross Ma

Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FIRST QUARTER 2018 FINANCIAL RESULTS Digital Channels Subscribers Increased over 44% Year-Over-Year Net Revenue Increased 34% Year-Over-Year with Growth Across All Segments Gross Profit Increased 85% Year-Over-Year; Gross Margin Increased 13 Percentage Points Year-Over-Year Fourth Consecutive Quarter of Revenue and Gross Profit Growth Year-Over-Year Q4 Net Lo

RLJE / RLJ Entertainment, Inc. 10-Q (Quarterly Report)

10-Q 1 rlje-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission File

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

STOCK PURCHASE AGREEMENT

EX-99.2 Exhibit 2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of April 2, 2018, by and between Digital Entertainment Holdings LLC, a Delaware limited liability company (the “Buyer”), and RLJ Entertainment, Inc., a Nevada corporation (the “Company”), which has been designated by certain employees of the Company (each, a “Seller” and collecti

RLJE / RLJ Entertainment, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-35675 RLJ ENTERTAINMENT, INC. (E

Subsidiaries of the Registrant.

EXHIBIT 21.1 Subsidiaries Of The Registrant Acorn Media Group, Inc. District of Columbia RLJ Entertainment Holdings Ltd England and Wales RLJ Entertainment Ltd England and Wales Acorn Productions Ltd England and Wales Acorn Global Enterprises Limited England and Wales RLJE International Ltd England and Wales Acorn Media Enterprises Limited England and Wales RLJ Entertainment Australia Pty Ltd Aust

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission Fil

RLJ ENTERTAINMENT REPORTS FOURTH QUARTER AND FULL YEAR 2017 FINANCIAL RESULTS Digital Channels Subscribers Increased Over 50% in 2017 Q4 Net Revenue Increased 15% Year-Over-Year; 2017 Net Revenue Grew 8% Q4 Gross Profit Increased 52% Year-Over-Year;

Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FOURTH QUARTER AND FULL YEAR 2017 FINANCIAL RESULTS Digital Channels Subscribers Increased Over 50% in 2017 Q4 Net Revenue Increased 15% Year-Over-Year; 2017 Net Revenue Grew 8% Q4 Gross Profit Increased 52% Year-Over-Year; 2017 Gross Profit Grew 41% Q4 Net Income Increased by $8.1M Year-Over-Year to $3.8M; 2017 Net Loss Improved by $15.7M to $6.1M Q4 Adjuste

RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (

AMC NETWORKS INC. ANNOUNCES PROPOSAL TO ACQUIRE RLJ ENTERTAINMENT, INC. RLJ Entertainment Would Become a Privately Owned Subsidiary of AMC Networks, with a Minority Stake Held by Robert L. Johnson

EX-2 Exhibit 2 AMC NETWORKS INC. ANNOUNCES PROPOSAL TO ACQUIRE RLJ ENTERTAINMENT, INC. RLJ Entertainment Would Become a Privately Owned Subsidiary of AMC Networks, with a Minority Stake Held by Robert L. Johnson New York, NY – February 26, 2018: AMC Networks Inc. (“AMC Networks” or the “Company”) (NASDAQ: AMCX) today announced that it is proposing to acquire the outstanding shares of RLJ Entertain

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

Amendment No. 6 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks I

JOINT FILING AGREEMENT

EX-3 Exhibit 3 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.

RLJ Entertainment, Inc.

EX-1 Exhibit 1 RLJ Entertainment, Inc. 8515 Georgia Avenue Suite 650 Silver Spring, MD 20910 February 26, 2018 Members of the Board (c/o Robert L. Johnson, Chairman): We are pleased to offer to acquire the outstanding shares of common stock of RLJ Entertainment (“RLJE”) not currently owned by AMC or entities affiliated with Robert L. Johnson for a purchase price of $4.25 per share in cash. Through

RLJE / RLJ Entertainment, Inc. / Fortress Investment Group LLC - SCHEDULE 13G, AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 sc13ga1.htm SCHEDULE 13G, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 1) RLJ ENTERTAINMENT, INC. (Name of Issuer) Common Stock (Title of class of securities) 74965F104 (CUSIP NUMBER) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (

RLJE / RLJ Entertainment, Inc. / JH Evergreen Management, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * RLJ Entertainment, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 74965F104 (CUSIP Number) Stephen Baus Chief Financial Officer JH Evergreen Management, LLC 451 Jackson Street San Francisco, CA 94111 Tel: (4

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

STOCK PURCHASE AGREEMENT

EX-99.2 Exhibit 2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 5, 2018, is entered into by and among Digital Entertainment Holdings LLC, a Delaware limited liability company (“Purchaser”), and each of the legal entities set forth on Exhibit A (each, a “Seller” and collectively, the “Sellers”). RECITALS WHEREAS, each Seller desires to sell, and Purc

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment

SC 13D/A 1 d520788dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Net

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

STOCK PURCHASE AGREEMENT

EX-99.2 Exhibit 2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 2, 2018, by and between Digital Entertainment Holdings LLC, a Delaware limited liability company (“Buyer”), and Miguel Penella (“Seller”). Each of the undersigned is sometimes individually referred to herein as a “Party” and collectively, as the “Parties.” RECITALS Whe

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 rlje-8k20171130.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-

December 2017

rlje-ex9916.pptx.htm December 2017 This presentation includes “forward-looking statements” that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as “will,” “should,” “could,” “may,” “might,” “expect,” “plan,” “possible,” “potential,” “predict,” “anticipate,” “believe,” “estimate,” “continue,” “future,” “intend,” “p

Financial Statements and Exhibits, Results of Operations and Financial Condition

rlje-8k20171109.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4

RLJ ENTERTAINMENT REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS Digital Channels subscriber count increased over 50% year-over-year Net revenue grew 14% year-over-year, driven by 59% increase in revenue from Proprietary Digital Channels Gross profit i

rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS Digital Channels subscriber count increased over 50% year-over-year Net revenue grew 14% year-over-year, driven by 59% increase in revenue from Proprietary Digital Channels Gross profit increased 16% year-over-year Net loss of $2.7 million, improved 31% from last year Adjusted EBITDA of $2.9 million, improv

RLJE / RLJ Entertainment, Inc. 10-Q - Q3 2017 (Quarterly Report)

10-Q 1 rlje-10q20170930.htm 10-Q - Q3 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

RLJ Entertainment 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35675 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specifi

RLJE / RLJ Entertainment, Inc. / EDWARDS PETER - SC 13G/A Passive Investment

SC 13G/A 1 pedwards-sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74965F104 (CUSIP Number) October 3, 2017 (Date of Event Which Requires Filing of this Statement) Check the appr

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment

SC 13D/A 1 rljspac-sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814

RLJE / RLJ Entertainment, Inc. / GOLDFARB MORRIS - SC 13G/A Passive Investment

SC 13G/A 1 mgoldfarb-sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74965F104 (CUSIP Number) October 3, 2017 (Date of Event Which Requires Filing of this Statement) Check the app

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment

SC 13D/A 1 d280992dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Net

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 rlje-8k20170908.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001

August 2017

rlje-ex9917.pptx.htm August 2017 This presentation includes ?forward-looking statements? that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ?will,? ?should,? ?could,? ?may,? ?might,? ?expect,? ?plan,? ?possible,? ?potential,? ?predict,? ?anticipate,? ?believe,? ?estimate,? ?continue,? ?future,? ?intend,? ?pro

RLJ Entertainment, Inc. 2012 Incentive Compensation Plan, as amended

rlje-ex4137.htm Exhibit 4.1 RLJ ENTERTAINMENT, INC. 2012 INCENTIVE COMPENSATION PLAN RLJ ENTERTAINMENT, INC. 2012 INCENTIVE COMPENSATION PLAN 1. Purpose 1 2. Definitions 1 3. Administration 4 4. Shares Subject to Plan 5 5. Eligibility; Per-Person Award Limitation 6 6. Specific Terms of Awards 6 7. Certain Provisions Applicable to Awards 11 8. Code Section 163(m) Provisions 12 9. Change in Control

RLJ Entertainment S-8

rlje-s8.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 45-4950432 (State of Incorporation) (IRS Employer Identification No.) 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 (Address of Principal Executive Of

RLJ ENTERTAINMENT REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS Subscriber count increased 63% year-over-year Net revenue grew 19% year-over-year, driven by 72% increase in revenue from Proprietary Digital Channels Gross profit increased 104% year-ov

rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS Subscriber count increased 63% year-over-year Net revenue grew 19% year-over-year, driven by 72% increase in revenue from Proprietary Digital Channels Gross profit increased 104% year-over-year, with gross margin almost 22 percentage points higher Net loss of $1.1 million Adjusted EBITDA for the quarter im

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 rlje-8k20170810.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-3

RLJE / RLJ Entertainment, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35675 RLJ ENTERTA

Submission of Matters to a Vote of Security Holders

8-K 1 rlje-8k20170804.htm 8-K - ANNUAL MTG OF STOCKHOLDERS RESULTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other

RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Re

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

RLJ Entertainment DEF 14A - DEFINITIVE PROXY STATEMENT

DEF 14A 1 rlje-def14a20170623.htm DEF 14A - DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Conf

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 rlje-8k20170621.htm 8-K INVESTOR PRESENTATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of

June 2017

rlje-ex9916.pptx.htm June 2017 This presentation includes ?forward-looking statements? that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ?will,? ?should,? ?could,? ?may,? ?might,? ?expect,? ?plan,? ?possible,? ?potential,? ?predict,? ?anticipate,? ?believe,? ?estimate,? ?continue,? ?future,? ?intend,? ?proje

Second Amendment to CREDIT and guaranty Agreement

rlje-ex10115.htm Execution Version Second Amendment to CREDIT and guaranty Agreement This Second Amendment to Credit and Guaranty Agreement (this ?Amendment?) is entered into as of June 16, 2017 by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (?Parent Borrower?), certain subsidiaries of Parent Borrower party hereto (?Guarantors?), and Digital Entertainment Holdings LLC (?DEH?), as Admin

RLJ Entertainment 8-K - AMC SECOND AMENDMENT (Current Report/Significant Event)

rlje-8k20170620.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A NO. 8 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (N

This presentation includes “forward-looking statements” that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as “will,” “should,” “could,” “may,” “might,” “expect,”

rlje-ex991139.pptx.htm May 2017 Exhibit 99.1 This presentation includes ?forward-looking statements? that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ?will,? ?should,? ?could,? ?may,? ?might,? ?expect,? ?plan,? ?possible,? ?potential,? ?predict,? ?anticipate,? ?believe,? ?estimate,? ?continue,? ?future,? ?i

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 rlje-8k20170531.htm 8-K-INVESTOR PRESENTATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of i

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 rlje-8k20170511.htm 8-K - Q1 2017 EARNINGS RESULTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction

RLJ ENTERTAINMENT REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS Revenues from Proprietary Digital Channels More Than Double Year-over-Year; Subscriber Growth Increased 90% Gross Margin Increased 560BP Year-Over-Year Net Loss Reduced by Half Year-Over-

rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS Revenues from Proprietary Digital Channels More Than Double Year-over-Year; Subscriber Growth Increased 90% Gross Margin Increased 560BP Year-Over-Year Net Loss Reduced by Half Year-Over-Year Positive Adjusted EBITDA Establishes Foundation for 2017 Performance SILVER SPRING, MD ? May 11, 2017 ? RLJ Entertai

RLJ Entertainment 10-Q (Quarterly Report)

10-Q 1 rlje-10q20170331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission

Current Report

8-K 1 rlje-8k20170330.htm 8-K - CHANGE IN DIRECTORS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of

RLJ ENTERTAINMENT REPORTS FINANCIAL RESULTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 Revenues from Proprietary Digital Channels More Than Doubled Year-Over-Year Gross Profit Increased by 18.4% and Gross Margin Increased by 10.4% Year-Over-Year

rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FINANCIAL RESULTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 Revenues from Proprietary Digital Channels More Than Doubled Year-Over-Year Gross Profit Increased by 18.4% and Gross Margin Increased by 10.4% Year-Over-Year SILVER SPRING, MD ? March 23, 2017 ? RLJ Entertainment, Inc. (?RLJ Entertainment,? ?RLJE? or ?the Company?) (NASDAQ: RLJE),

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 rlje-8k20170323.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35

RLJ Entertainment 10-K (Annual Report)

10-K 1 rlje-10k20161231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from To Commission File Number 001

Subsidiaries Of The Registrant

EX-21.1 2 rlje-ex2116.htm EX-21.1 EXHIBIT 21.1 Subsidiaries Of The Registrant Acorn Media Group, Inc. District of Columbia RLJ Entertainment Holdings Ltd England and Wales RLJ Entertainment Ltd England and Wales Acorn Productions Ltd England and Wales Acorn Global Enterprises Limited England and Wales RLJE International Ltd England and Wales Acorn Media Enterprises Limited England and Wales RLJ En

RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SC 13D/A 1 rlje02.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of P

RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Re

RLJE / RLJ Entertainment, Inc. / ANGELO GORDON & CO., L.P. Passive Investment

SC 13G/A 1 formsc13ga-rljent.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ ENTERTAINMENT, INC. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 74965F203 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropria

RLJ Entertainment SC 13G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A 1 mgoldfarb-sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74965F104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the a

RLJE / RLJ Entertainment, Inc. / EDWARDS PETER - SC 13G/A Passive Investment

SC 13G/A 1 pedwards-sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74965F104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the ap

RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 rlje-8k20170130.htm 8-K - FIRST AMENDMENT TO AMC CREDIT FACILITY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or

FIRST Amendment to CREDIT and guaranty Agreement

rlje-ex1016.htm Exhibit 10.1 FIRST Amendment to CREDIT and guaranty Agreement This First Amendment to Credit and Guaranty Agreement (this ?Amendment?) is entered into as of January 30, 2017 (the ?First Amendment Effective Date?) by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (?Parent Borrower?), certain subsidiaries of Parent Borrower party hereto (?Guarantors?), and Digital Entertainm

A Premium Digital Channel Company for Distinct Audiences November 18, 2016

rlje-ex9916.pptx.htm A Premium Digital Channel Company for Distinct Audiences November 18, 2016 Safe Harbor This presentation includes “forward-looking statements” that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as “will,” “should,” “could,” “may,” “might,” “expect,” “plan,” “possible,” “potential,” “predict,

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission

RLJ ENTERTAINMENT REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2016 AND DISCUSSES THE RECENTLY ANNOUNCED STRATEGIC TRANSACTION WITH AMC NETWORKS

rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2016 AND DISCUSSES THE RECENTLY ANNOUNCED STRATEGIC TRANSACTION WITH AMC NETWORKS SILVER SPRING, MD ? November 14, 2016 ? RLJ Entertainment Inc., (?RLJ Entertainment,? ?RLJE? or ?the Company?) (NASDAQ: RLJE), today announced financial results for the quarter ended September 30, 2016. Highli

RLJ Entertainment 10-Q (Quarterly Report)

rlje-10q20160930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Nu

RLJE / RLJ Entertainment, Inc. / WOLVERINE ASSET MANAGEMENT LLC - WOLVERINE ASSET MANAGEMENT, LLC SC 13DA NO2 10-14-2016 (RLJ ENTERTAINMENT, INC.) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F104 (CUSIP Number) Kenneth Nadel Wolverine Asset Management, LLC 175 W. Jac

COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

rlje-ex1076.htm Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

RLJ Entertainment 8-K REVISED WARRANT FROM AMC CLOSING (Current Report/Significant Event)

rlje-8ka_20161019.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2016 (October 14, 2016) RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other juri

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A AMENDMENT NO. 7 FOR RLJ SPAC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (N

RLJE / RLJ Entertainment, Inc. / WEXFORD CAPITAL LP - WEXFORD CAPITAL SC 13G A5 10-19-2016 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G A/5 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.4) RLJ ENTERTAINMENT, INC. (Name of Issuer) Common Shares (Title of Class of Securities) 74965F104 (CUSIP Number) October 17, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Miguel Penella, Nazir Rostom and Dawn A.

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Miguel Penella, Nazir Rostom and Dawn A.

RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D Activist Investment

SC 13D 1 d273180dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under the Section 78 of the Nevada Revised Statute (the

CREDIT AND GUARANTY AGREEMENT dated as of October 14, 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS L

Exhibit 10.1EXECUTION VERSION CREDIT AND GUARANTY AGREEMENT dated as of October 14, 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS LLC, as Administrative Agent and Collateral Agent $65,000,000 Senior Secured Credit Facility TABLE OF CONTENTS Page Secti

COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

Exhibit 10.4EXECUTION VERSION THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2016 RLJ ENTERTAINMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission F

COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

Exhibit 10.2EXECUTION VERSION THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEME

COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

Exhibit 10.3EXECUTION VERSION THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEME

STOCKHOLDERS’ AGREEMENT by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO ____________________________ Dated as of October 14, 2016 TABLE OF CONTENTS

Exhibit 10.5EXECUTION VERSION STOCKHOLDERS? AGREEMENT by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC and the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO Dated as of October 14, 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Preemptive Rights4 Section 3.Right of First Refusal6 Section 4.Tag-Along Rights7 Section 5.Drag-Along Rights8 Se

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

Exhibit 3.4 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised Statute (the

REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC ____________________________ Dated as of October 14, 2016 TABLE OF CONTENTS

Exhibit 10.6EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of October 14, 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

Exhibit 3.3 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under the Section 78 of the Nevada Revised Statute (the

COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

Exhibit 3.2 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under the Section 78 of the Nevada Revised Statute (the

BYLAW AMENDMENT “ARTICLE XII INAPPLICABILITY OF ACQUISITION OF CONTROLLING INTEREST STATUTES AND OTHER SIMILAR PROVISIONS

rlje-ex3128.htm Exhibit 3.1 BYLAW AMENDMENT ?ARTICLE XII INAPPLICABILITY OF ACQUISITION OF CONTROLLING INTEREST STATUTES AND OTHER SIMILAR PROVISIONS In accordance with the provisions of NRS 78.378, and notwithstanding anything to the contrary in these Bylaws or otherwise, the provisions of NRS 78.378 to 78.3793, inclusive, as amended from time to time, or any successor statutes, shall not apply t

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission

RLJ Entertainment DEF 14A - DEFINITIVE PROXY STATEMENT

DEF 14A 1 rlje-def14a20160930.htm DEF 14A - DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Conf

RLJ Entertainment PRER14A AMENDMENT 1

PRER14A 1 rlje-prer14a20160916.htm PRER14A AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for U

RLJ Entertainment ESP

rlje-corresp20160915.htm September 16, 2016 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Laura Nicholson Special Counsel RE: RLJ Entertainment, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 29, 20016 File No. 001-35675 Ladies and Gentlemen: This letter is being furnished on behalf of

RLJE / RLJ Entertainment, Inc. / WEXFORD CAPITAL LP - WEXFORD CAPITAL SC13GA4 8-30-2016 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G A/4 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.4) RLJ ENTERTAINMENT, INC. (Name of Issuer) Common Shares (Title of Class of Securities) 74965F104 (CUSIP Number) August 25, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

RLJ Entertainment PRE 14A

PRE 14A 1 rlje-pre14a20160829.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm

RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A AMENDMENT NO. 6 FOR RLJ SPAC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (N

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.15 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC ____________________________ Dated as of [●], 2016 TABLE OF CONTENTS

EXHIBIT 10.9 FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of [?], 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7.Suspensions9 Se

FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC ____________________________ Dated as of [●], 2016 TABLE OF CONTENTS

EXHIBIT 10.9 FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of [?], 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7.Suspensions9 Se

FORM OF EXECUTED WAIVER AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., the HOLDER of RLJ Entertainment, Inc. SECURITIES NAMED HEREIN WAIVER AGREEMENT

EXHIBIT 10.7 FORM OF EXECUTED WAIVER AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., and the HOLDER of RLJ Entertainment, Inc. SECURITIES NAMED HEREIN WAIVER AGREEMENT WAIVER AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), and the individual or entity named herein on Schedule A here

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.10 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T

NOTE AMENDMENT AGREEMENT

EXHIBIT 10.20 NOTE AMENDMENT AGREEMENT THIS NOTE AMENDMENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (?Borrower?), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a ?Holder,? and collectively, ?Holders?). Holders

NOTE AMENDMENT AGREEMENT

EXHIBIT 10.20 NOTE AMENDMENT AGREEMENT THIS NOTE AMENDMENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (?Borrower?), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a ?Holder,? and collectively, ?Holders?). Holders

CONSENT AGREEMENT

EX-10.14 16 rlje-ex101432.htm EX-10.14 EXHIBIT 10.14 CONSENT AGREEMENT THIS CONSENT AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the persons named on the signature page to this Agreement (the “Holders”). The Holders and the Company may be referred to herein as the “Parties”. R

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.13 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A

FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS

EXHIBIT 10.2 FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS LLC, as Administrative Agent and Collateral Agent $65,000,000 Senior Secured Credit Facility TABLE OF CONTENTS Page Section 1. DEFINITION

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EX-10.19 21 rlje-ex101926.htm EX-10.19 EXHIBIT 10.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOL

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.17 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.16 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

BYLAW AMENDMENT “ARTICLE XI FORUM SELECTION

Exhibit 3.1 BYLAW AMENDMENT “ARTICLE XI FORUM SELECTION Unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, (or, if that Court does not have jurisdiction, the federal district court for the District of Nevada or other state courts of the State of Nevada) shall, to the fullest extent permitted by law, be th

FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead]

EXHIBIT 10.8 FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead] August 19, 2016 [Executive or Director] RLJ Entertainment, Inc. 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 Dear [Executive or Director]: Reference is made to the transactions contemplated by the Investment Agreement between RLJ Entertainment, Inc. (the ?Company?) and Digital Entertainment Holdings LLC, to

FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead]

EX-10.8 10 rlje-ex10827.htm EX-10.8 EXHIBIT 10.8 FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead] August 19, 2016 [Executive or Director] RLJ Entertainment, Inc. 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 Dear [Executive or Director]: Reference is made to the transactions contemplated by the Investment Agreement between RLJ Entertainment, Inc. (the “Company”) and Dig

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH

FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS

EXHIBIT 10.2 FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS LLC, as Administrative Agent and Collateral Agent $65,000,000 Senior Secured Credit Facility TABLE OF CONTENTS Page Section 1. DEFINITION

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EX-10.18 20 rlje-ex101820.htm EX-10.18 EXHIBIT 10.18 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.13 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.17 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

CONSENT AGREEMENT

EXHIBIT 10.14 CONSENT AGREEMENT THIS CONSENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A. The Company and the Holders

INVESTMENT AGREEMENT Dated as of August 19, 2016 between RLJ Entertainment, Inc. and DIGITAL ENTERTAINMENT HOLDINGS LLC TABLE OF CONTENTS

EXHIBIT 10.1 INVESTMENT AGREEMENT Dated as of August 19, 2016 between RLJ Entertainment, Inc. and DIGITAL ENTERTAINMENT HOLDINGS LLC TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS Section 1.1 Definitions2 ARTICLE II. CLOSING Section 2.1 Closing8 Section 2.2 Closing Deliverables9 Section 2.3 Closing Conditions10 ARTICLE III. REPRESENTATIONS AND WARRANTIES Section 3.1 Representations and Warranties o

voting AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC, the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO VOTING AGREEMENT

EXHIBIT 10.6 voting AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC, and the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO VOTING AGREEMENT VOTING AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and among RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), Digital Entertainment Holdings LL

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH

NOTE AMENDMENT AGREEMENT

EXHIBIT 10.20 NOTE AMENDMENT AGREEMENT THIS NOTE AMENDMENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (?Borrower?), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a ?Holder,? and collectively, ?Holders?). Holders

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.17 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.11 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T

FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS

EXHIBIT 10.2 FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS LLC, as Administrative Agent and Collateral Agent $65,000,000 Senior Secured Credit Facility TABLE OF CONTENTS Page Section 1. DEFINITION

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.16 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.11 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2016 RLJ ENTERTAINMENT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission Fi

FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC ____________________________ Dated as of [●], 2016 TABLE OF CONTENTS

EXHIBIT 10.9 FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of [?], 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7.Suspensions9 Se

voting AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC, the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO VOTING AGREEMENT

EXHIBIT 10.6 voting AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC, and the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO VOTING AGREEMENT VOTING AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and among RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), Digital Entertainment Holdings LL

voting AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC, the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO VOTING AGREEMENT

EXHIBIT 10.6 voting AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC, and the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO VOTING AGREEMENT VOTING AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and among RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), Digital Entertainment Holdings LL

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.12 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A

CONSENT AGREEMENT

EX-10.14 16 rlje-ex101432.htm EX-10.14 EXHIBIT 10.14 CONSENT AGREEMENT THIS CONSENT AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the persons named on the signature page to this Agreement (the “Holders”). The Holders and the Company may be referred to herein as the “Parties”. R

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.12 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2016 RLJ ENTERTAINMENT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission Fi

FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead]

EXHIBIT 10.8 FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead] August 19, 2016 [Executive or Director] RLJ Entertainment, Inc. 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 Dear [Executive or Director]: Reference is made to the transactions contemplated by the Investment Agreement between RLJ Entertainment, Inc. (the ?Company?) and Digital Entertainment Holdings LLC, to

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.18 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.16 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.15 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EXHIBIT 10.15 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.11 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH

FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC.

EXHIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH

FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC.

EX-10.18 20 rlje-ex101820.htm EX-10.18 EXHIBIT 10.18 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.13 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.10 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2016 RLJ ENTERTAINMENT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission Fi

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.12 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.10 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T

FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC ____________________________ Dated as of [●], 2016 TABLE OF CONTENTS

EXHIBIT 10.9 FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of [?], 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7.Suspensions9 Se

FORM OF EXECUTED WAIVER AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., the HOLDER of RLJ Entertainment, Inc. SECURITIES NAMED HEREIN WAIVER AGREEMENT

EXHIBIT 10.7 FORM OF EXECUTED WAIVER AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., and the HOLDER of RLJ Entertainment, Inc. SECURITIES NAMED HEREIN WAIVER AGREEMENT WAIVER AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), and the individual or entity named herein on Schedule A here

AMENDMENT AND EXCHANGE AGREEMENT

EXHIBIT 10.13 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A

FORM OF EXECUTED WAIVER AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., the HOLDER of RLJ Entertainment, Inc. SECURITIES NAMED HEREIN WAIVER AGREEMENT

EXHIBIT 10.7 FORM OF EXECUTED WAIVER AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., and the HOLDER of RLJ Entertainment, Inc. SECURITIES NAMED HEREIN WAIVER AGREEMENT WAIVER AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), and the individual or entity named herein on Schedule A here

NOTE AMENDMENT AGREEMENT

EXHIBIT 10.20 NOTE AMENDMENT AGREEMENT THIS NOTE AMENDMENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (?Borrower?), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a ?Holder,? and collectively, ?Holders?). Holders