RLD Reald

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

RealD Inc.

(Name of the Issuer)

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

With copies to

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

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

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

c.       o                A tender offer.

d.      o                None of the above.

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

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

Calculation of Filing Fee

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

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

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

Introduction

This Rule 13E-3 Transaction Statement, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by (i) RealD Inc., a Delaware corporation (the “Company”), (ii) Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”), (iii) RT Rhombus Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of Purchaser (“RT Rhombus”), (iv) Rhombus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of RT Rhombus (“Merger Sub”), (v) Rizvi Opportunistic Equity Fund III, L.P., a Delaware limited partnership, (vi) Rizvi Traverse GP III, LLC, a Delaware limited liability company, (vii) Michael V. Lewis, an individual and the chairman and chief executive officer of the Company, and (viii) the MVL Trust, dated as of August 3, 2010 (each a “Filing Person” and collectively, the “Filing Persons”).

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

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

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

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

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Item 1.                         Summary Term Sheet

Regulation M-A Item 1001

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

“Summary Term Sheet”

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

Item 2.                         Subject Company Information

Regulation M-A Item 1002

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

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

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

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

“The Special Meeting—Record Date and Quorum”

“The Special Meeting—Required Vote for the Merger”

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

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

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

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

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

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

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

“Important Information Regarding RealD—Prior Public Offerings”

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

“Important Information Regarding RealD—Transactions in Common Stock”

Item 3.                         Identity and Background of Filing Person

Regulation M-A Item 1003

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

“The Parties to the Merger”

“Important Information Regarding RealD”

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

“Important Information Regarding the Rollover Investors”

Item 4.                         Terms of the Transaction

Regulation M-A Item 1004

(a)                               Material terms.

(1) Not applicable.

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

“Summary Term Sheet”

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

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

“Summary Term Sheet”

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

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

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“Special Factors—Certain Effects of the Merger”

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

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

“The Merger Agreement—Treatment of Company Equity Awards”

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

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

“Special Factors—Background of the Merger”

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

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

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

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

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

“The Special Meeting—Required Vote for the Merger”

“The Merger Agreement—Conditions to the Merger”

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

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

“Special Factors—Certain Effects of the Merger”

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

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

“Agreements Involving Common Stock”

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

“Special Factors—Anticipated Accounting Treatment of the Merger”

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

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

“Special Factors—Certain Effects of the Merger”

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

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

“Special Factors—Certain Effects of the Merger”

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

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

“Agreements Involving Common Stock”

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

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

“Rights of Appraisal”

Annex C—Section 262 of the Delaware General Corporation Law

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

“Provisions for Unaffiliated Stockholders”

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

Item 5.                         Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

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

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“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

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

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

“Agreements Involving Common Stock”

“Important Information Regarding RealD—Transactions in Common Stock”

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

“Special Factors—Background of the Merger”

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

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

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

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

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

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

“The Merger Agreement”

“Agreements Involving Common Stock”

“Important Information Regarding RealD—Transactions in Common Stock”

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

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

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Limited Guaranty”

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

“The Special Meeting—Required Vote for the Merger”

“The Merger Agreement”

“Agreements Involving Common Stock—Voting Agreement”

“Agreements Involving Common Stock—Rollover Commitment Letter”

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

Regulation M-A Item 1006

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

“Special Factors—Certain Effects of the Merger”

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

“The Merger Agreement—Treatment of Company Equity Awards”

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

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

“Special Factors—Background of the Merger”

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

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

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

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

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

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

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

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

“The Merger Agreement—Structure of the Merger”

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

“The Merger Agreement—Treatment of Company Equity Awards”

Item 7.                         Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

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

“Special Factors—Background of the Merger”

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

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

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

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

“Special Factors—Background of the Merger”

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

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

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

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

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

“Special Factors—Background of the Merger”

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

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“Special Factors—Opinion of Moelis & Company LLC”

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

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

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

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

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

“Special Factors—Certain Effects of the Merger”

Annex B—Opinion of Moelis & Company LLC

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

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

“Special Factors—Background of the Merger”

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

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

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

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

“Special Factors—Certain Effects of the Merger”

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

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

“Special Factors—Fees and Expenses”

“The Merger Agreement—Structure of the Merger”

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

“The Merger Agreement—Treatment of Company Equity Awards”

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Item 8.                         Fairness of the Transaction

Regulation M-A Item 1014

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

“Special Factors—Background of the Merger”

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

“Special Factors—Opinion of Moelis & Company LLC”

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

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

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

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

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

Annex B—Opinion of Moelis & Company LLC

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

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

“The Special Meeting—Record Date and Quorum”

“The Special Meeting—Required Vote for the Merger”

“The Merger Agreement—Conditions to the Merger”

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

“Special Factors—Background of the Merger”

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

“Special Factors—Opinion of Moelis & Company LLC”

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

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

Annex B—Opinion of Moelis & Company LLC

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

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

“Special Factors—Background of the Merger”

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

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

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

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

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

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

“Special Factors—Background of the Merger”

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

Item 9.                         Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

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

“Special Factors—Background of the Merger”

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

“Special Factors—Opinion of Moelis & Company LLC”

“Where You Can Find Additional Information”

Annex B—Opinion of Moelis & Company LLC

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

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

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

Item 10.                 Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

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

“Special Factors—Financing”

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

“Agreements Involving Common Stock—Rollover Commitment Letter”

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

“Special Factors—Fees and Expenses”

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

Item 11.                 Interest in Securities of the Subject Company

Regulation M-A Item 1008

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

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

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

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

“Agreements Involving Common Stock”

“Important Information Regarding RealD—Transactions in Common Stock”

Item 12.                 The Solicitation or Recommendation

Regulation M-A Item 1012

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

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

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

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

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

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

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

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

“The Special Meeting—Required Vote for the Merger”

“Agreements Involving Common Stock”

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

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

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

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

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

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

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

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

Item 13.                 Financial Information

Regulation M-A Item 1010

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

“Important Information Regarding RealD—Selected Historical Financial Information”

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

“Important Information Regarding RealD—Book Value Per Share”

“Where You Can Find Additional Information”

(b)                              Pro forma information.  Not applicable.

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

Regulation M-A Item 1009

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

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

“Special Factors—Background of the Merger”

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

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

“Special Factors—Fees and Expenses”

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“The Special Meeting—Solicitation of Proxies”

“The Special Meeting—Additional Assistance”

Item 15.                 Additional Information

Regulation M-A Item 1011

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

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

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

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

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

Item 16.                 Exhibits

Regulation M-A Item 1016

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

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

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

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

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

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

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

(b)(1) Debt Commitment Letter, dated as of November 8, 2015, by and between RT Rhombus Holdings, Inc. and Jefferies Finance LLC

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

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

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

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

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

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

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

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

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

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

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

(g) None.

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SIGNATURE

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

Dated as of November 25, 2015

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Exhibit (b)(1)

EXECUTION VERSION

JEFFERIES FINANCE LLC

520 Madison Avenue

New York, New York 10022

CONFIDENTIAL

November 8, 2015

RT Rhombus Holdings, Inc.

c/o Rizvi Traverse

9465 Wilshire Blvd., Suite 840

Beverly Hills, CA 90212

Attn:              Ben Kohn

Project Rhombus

$15.0 Million Senior Secured Revolving Facility

$300.0 Million Senior Secured Bridge Facility

Commitment Letter

Ladies and Gentlemen:

You have advised us that RT Rhombus Holdings, Inc., a Delaware corporation (“Holdings” or “you”), intends to directly or indirectly acquire (the “Acquisition”), all of the capital stock of the entity previously identified by you to us as “Rhombus” (the “Acquired Business”) pursuant to the Acquisition Agreement (as defined in Exhibit A hereto). You have further advised Jefferies Finance LLC (“Jefferies Finance”, the “Initial Lender”, the “Commitment Party,” “we” or “us”) that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A. Capitalized terms used but not defined herein are used with the meanings assigned to them on the Exhibits attached hereto (such Exhibits, together with this letter, collectively, the “Commitment Letter”).

1.                                    Commitments

In connection with the Transactions, Jefferies Finance is pleased to inform you of its commitment to provide 100% of the Revolving Commitments and 100% of the Bridge Commitments, upon the terms expressly set forth in this Commitment Letter (including, without limitation, each of the Exhibits attached hereto, including the Summary of Terms and Conditions attached hereto as Exhibit B (the “Revolving Facility Term Sheet”) and Exhibit C (the “Bridge Facility Term Sheet”, and collectively with the Revolving Facility Term Sheet, the “Term Sheet”), and the closing and funding of the Facilities is subject solely to the specified closing conditions set forth in Section 6 below and Exhibit D hereto. Our commitments are subject to your acceptance of the engagement letter, dated the date hereof (together with any exhibits, schedules or annexes thereto, the “Engagement Letter”) between you and Jefferies LLC (“Jefferies”).

2.                                    Titles and Roles

It is agreed that:

(i)                                  Jefferies Finance will act as lead arranger and bookrunner for each of the Facilities (in such capacity, the “Lead Arranger”),

(ii)                              Jefferies Finance will act as sole administrative agent and collateral agent for the Revolving Facility (the “Revolving Facility Administrative Agent”), and

(iii)                          Jefferies Finance will act as sole administrative agent and collateral agent for the Bridge Facility (the “Bridge Facility Administrative Agent” and, together with the Revolving Facility Administrative Agent, the “Administrative Agents”).

It is further agreed that Jefferies Finance will have “left” placement on any marketing materials or other documentation used in connection with any of the Facilities and will have the rights and responsibilities customarily associated with such name placement. In addition, you hereby retain, and will cause your affiliates to retain, Jefferies to act in the capacities and in connection with the matters set forth in the Engagement Letter. The parties hereto agree that no other agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that compensation expressly contemplated by this Commitment Letter, the Fee Letter and the Engagement Letter) will be paid in connection with the Facilities unless you and we shall so agree.

3.                                    Syndication

The Lead Arranger intends to syndicate the Facilities to a group of banks, financial institutions and other lenders, reasonably acceptable to you (together with the Initial Lender, the “Lenders”); provided that, the Lead Arranger will not syndicate to (a) those persons that are direct competitors of Holdings and its subsidiaries or the Company and its subsidiaries to the extent identified by you or Rizvi Traverse and associated funds and affiliates (other than a portfolio company) (the “Sponsor”) to us by name in writing from time to time, (b) those banks, financial institutions and other persons separately identified by name by you or the Sponsor to us in writing prior to the date hereof or (c) in the case of clauses (a) or (b), any of their affiliates, other than Bona Fide Debt Funds (as defined below), that are reasonably identifiable as affiliates solely on the basis of their name (provided that the Lead Arranger and the Administrative Agents shall have no obligation to carry out due diligence in order to identify such affiliates) (it being understood that the Facilities Documentation (as defined in Exhibit D) shall (i) provide that assignments and participations to any Disqualified Institution and natural persons shall be restricted as set forth in Exhibit B and Exhibit C and (ii) contain a representation by any buyer under an assignment and assumption agreement that it qualifies as an Eligible Assignee) (such persons or entities in clause (a), (b) or (c), collectively, the “Disqualified Institutions”); provided, that the foregoing shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Loans to the extent such party was not a Disqualified Institution at the time of the applicable assignment or participation, as the case may be. For purposes of the foregoing, a “Bona Fide Debt Fund” means any debt fund affiliate of such entities mentioned in clauses (a) and (b) of the immediately preceding sentence that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course of its business and whose managers are not involved with the investment of such competitor or affiliate. Notwithstanding any other

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provision of this Commitment Letter to the contrary and notwithstanding any assignment by the Initial Lender, (a) the Initial Lender shall not be relieved or novated from its obligations hereunder (including its obligation to fund the Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until the initial funding of the Facilities on the Closing Date, (b) no assignment or novation shall become effective with respect to all or any portion of the Initial Lender’s commitments in respect of the Facilities until the initial funding of the Facilities on the Closing Date and (c) the Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements and amendments, until the Closing Date has occurred.

The Lead Arranger intends to commence syndication efforts with respect to the Facilities promptly following your execution and delivery of this Commitment Letter and, until the earlier to occur of (a) a Successful Syndication (as defined in the Fee Letter) and (b) the date that is 60 days after the Closing Date (such period, the “Syndication Period”), you agree to assist (and to use commercially reasonable efforts to cause the Sponsor and the Company to assist) the Lead Arranger in completing a syndication reasonably satisfactory to the Lead Arranger and you. Such assistance shall include (i) using your commercially reasonable efforts to ensure that the syndication efforts benefit from your existing banking relationships and the existing lending and investment banking relationships of the Sponsor and those of the Company, (ii) direct contact between your and the Sponsor’s senior management, representatives and advisors and the proposed Lenders (and using your commercially reasonable efforts to obtain such contact between the senior management, representatives and advisors of the Company and the proposed Lenders), (iii) your and the Sponsor’s assistance (and using your commercially reasonable efforts to cause the senior management, representatives and advisors of the Company to assist) in the preparation of customary and reasonably available marketing materials to be used in connection with the syndication of the Facilities, including the Projections (as hereinafter defined), (iv) the hosting, with the Lead Arranger, of one meeting of prospective Lenders at a time and location (and additional meetings as the Lead Arranger may reasonably request, including one-on-one meetings, which may be held by conference call) to be mutually agreed (and using your commercially reasonable efforts to cause the senior management, representatives and advisors of the Company to be available for such meetings), (v) your ensuring (and, with respect to the Company and its subsidiaries, using commercially reasonable efforts to ensure) that, until the end of the Syndication Period, there shall be no other issues of debt securities or commercial bank or other credit facilities of Holdings, Borrower and their respective subsidiaries and the Company and its subsidiaries being offered, placed or arranged (other than (A) the Facilities and the Notes, (B) indebtedness permitted to remain outstanding after the Closing Date under the Acquisition Agreement, including capital leases, purchase money debt and intercompany debt, (C) foreign working capital lines, (D) letters of credit remaining outstanding, (E) deferred payments and compensation under the Acquisition Agreement and (F) other debt to be mutually agreed (“Permitted Surviving Debt”)), which could reasonably be expected to have an adverse impact on the primary syndication of the Facilities, (vi) using commercially reasonable efforts to obtain prior to the commencement of the Marketing Period (as defined in Exhibit D hereto) (provided that, it is understood and agreed that nothing in this clause (vi) shall be a condition to the commencement of the Marketing Period) (x) public corporate/family ratings for the Borrower and (y) public ratings for the Facilities and the Notes, in each case, from each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”) and

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(vii) using commercially reasonable efforts to promptly provide to us (including to use commercially reasonable efforts to cause the Company to provide to us) all reasonably available material information with respect to you, the Company and your and its subsidiaries and the Transactions as the Lead Arranger may reasonably request in connection with the syndication of the Facilities or the offering of the Notes. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the foregoing, including without limitation the obtaining of the ratings referred to above nor the commencement or the completion of the syndication of the Facilities shall constitute a condition precedent to the initial extensions of credit under the applicable Facilities on the Closing Date.

Subject to the second paragraph of Section 3, the Lead Arranger, in its capacity as such, will manage, in consultation with you (and subject to your rights set forth in the second and third preceding paragraphs), all aspects of the syndication, including decisions as to the selection of institutions (other than Disqualified Institutions) to be approached and when they will be approached, when the Lenders’ commitments will be accepted, which Lenders (other than Disqualified Institutions) will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders.

You acknowledge that (a) the Lead Arranger on your behalf will make available Information (as defined below), Projections and other customary offering and marketing materials and presentations, to the proposed syndicate of Lenders by posting the information package and presentation on IntraLinks, SyndTrak Online or another similar electronic system or by electronic mail and (b) certain prospective Lenders may be “public side” Lenders (i.e., Lenders that have personnel that do not wish to receive material non-public information (within the meaning of the United States Federal securities laws, “MNPI”) with respect to you, the Company, your and its subsidiaries, the respective securities of any of the foregoing or the Acquisition and who may be engaged in investment and other market-related activities with respect to such entities’ securities). At the request of the Lead Arranger, you agree to assist, and to use commercially reasonable efforts to cause the Company and its subsidiaries to assist, in the preparation of the Confidential Information Memorandum to be used in connection with the syndication of the Facilities consisting exclusively of information and documentation with respect to the Company, the Company’s securities and the Acquisition that is not material with respect to you, the Company, your or its respective affiliates, the Acquisition or any of your or their respective securities for purposes of United States Federal and state securities laws or is publicly available (or would be publicly available if the Company were a public reporting company) (all such information and documentation being “Public Lender Information” and with any information and documentation that is not Public Lender Information being referred to herein as “Private Lender Information”). It is understood that in connection with your assistance described above, customary authorization letters executed by Holdings will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders, containing a customary “10b-5” representation and a representation by you to the Lead Arranger that the Public Lender Information does not include MNPI about you, the Company, your or its subsidiaries or the respective securities of any of the foregoing, and will contain customary language exculpating us, our affiliates, you, the Sponsor, the Company and your and their affiliates with respect to any liability related to the use of the contents of such Public Lender Information or any marketing material by the recipients thereof in violation of applicable securities laws. You acknowledge and agree that the following documents may be

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distributed to potential Lenders wishing to receive only the Public Lender Information unless you notify us otherwise within a reasonable time prior to their intended distribution (and the Lead Arranger shall provide such documents to you for review within a reasonable period of time prior to distribution): (a) drafts and final definitive documentation with respect to the Facilities (excluding any fee letters); (b) administrative materials prepared by the Lead Arranger for prospective Lenders (such as a Lender meeting invitation, allocations and funding and closing memoranda (but excluding any projections)); and (c) notification of changes in the terms of the Facilities (other than any terms in the Fee Letter or any other fee letter). You also agree to identify that portion of any other Information (as defined below) as relating to you or the Company or your or its subsidiaries (the “Borrower Materials”) to be distributed to “public side” Lenders and that you will clearly and conspicuously mark such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Borrower Materials “PUBLIC”, you shall be deemed to have authorized the Lead Arranger and the proposed Lenders to treat such Borrower Materials as not containing any MNPI with respect to you, the Company, your or its subsidiaries or the respective securities of any of the foregoing (it being understood that you shall not be under any obligation to mark the Information “PUBLIC”). You agree that, unless expressly identified as Public Lender Information, each document to be disseminated by the Lead Arranger (or any Administrative Agent) to any Lender in connection with the Facilities will be deemed to contain Private Lender Information.

4.                                    Information

You hereby represent and warrant that, and with respect to the Company and its subsidiaries, to your knowledge that, (a) all written information, other than the Projections (as defined below), other projections, budgets, estimates, forward looking statements and information of a general economic or industry-specific nature, concerning you or the Company or your or its subsidiaries (the “Information”), that has been or will be made available to us by you or your representatives in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein taken as a whole, not materially misleading in light of the circumstances under which such statements are made, and (b) the Projections that have been or will be made available to us by or on behalf of you in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time prepared and at the time being furnished (it being recognized by the Commitment Party that (i) such Projections are not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies many of which are beyond your control and (ii) no assurance can be given that any particular projections will be realized, and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You agree that if, at any time prior to the end of the Syndication Period, you become aware that any of the representations and warranties in the preceding sentence are incorrect, when taken as a whole, in any material respect if the Information or Projections were being furnished and such representations and warranties in the first sentence of this paragraph were being made at such time, then you will use commercially reasonable efforts to promptly supplement the Information and the Projections so that (with respect to Information and Projections relating to the Company or its subsidiaries, to your knowledge) such

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representations and warranties, as supplemented, are correct, when taken as a whole, in all material respects, under those circumstances. The accuracy of the foregoing representations and warranties, whether or not supplemented, shall not be a condition to the obligations of the Commitment Party hereunder. You understand that in arranging and syndicating the Facilities we may use and rely on the Information and the Projections without independent verification thereof, and we do not assume responsibility for the accuracy or completeness of the Information or the Projections.

5.                                    Fees.

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

6.                                    Conditions

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Engagement Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (A) the commitments of the Initial Lender hereunder and the Lead Arranger’s agreement to perform the services described herein are subject only to the conditions expressly set forth in the Revolving Facility Term Sheet under the heading “CERTAIN CONDITIONS - Initial Conditions”, in the Bridge Facility Term Sheet under the heading “CERTAIN CONDITIONS - Initial Conditions” and in Exhibit D hereto (collectively, the “Exclusive Funding Conditions”), (B) the only conditions (express or implied) to the availability of the Facilities on the Closing Date are the Exclusive Funding Conditions and (C) to the extent the Specified Acquisition Agreement Representations with respect to the Company and its subsidiaries are qualified or subject to “material adverse effect,” the definition thereof shall be “Material Adverse Effect” as defined in the Acquisition Agreement for purposes of the representation and warranties made or to be made on or as of the Closing Date.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Engagement Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations and warranties, the accuracy of which shall be a condition to availability of the Facilities on the Closing Date, shall be (i) such of the representations and warranties made by or with respect to the Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you or your applicable affiliates have the right (determined without regard to any notice requirement) to terminate your (or their) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Acquisition Agreement (the “Specified Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) (the representations and warranties described in clauses (i) and (ii) being the “Closing Date Representations”), and (b) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the

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Exclusive Funding Conditions are satisfied (or waived), it being understood that, to the extent any lien search or security interest in the Collateral cannot be provided on the Closing Date (other than (w) the execution and delivery of security agreements reasonably acceptable to the Administrative Agents, (x) the pledge and perfection of Collateral with respect to which a lien may be perfected by the filing of financing statements under the Uniform Commercial Code (“UCC”), (y) the delivery of stock certificates and stock powers for such equity interests that are “certificated securities” (as defined in Article 8 of the Uniform Commercial Code) of Company and domestic subsidiaries of the Company that are part of the Collateral and (z) the delivery of completed intellectual property security agreements for intellectual property of the Borrower and each Guarantor that is registered or for which an application has been filed with the United States Patent and Trademark Office or the United States Copyright Office (other than “intent to use” trademark applications)) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection, as applicable, of any such lien search or security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities, but shall instead be provided within ninety days after the Closing Date, subject to such extensions as are reasonably agreed by the Revolving Facility Administrative Agent, pursuant to arrangements to be mutually agreed by the parties hereto acting reasonably. “Specified Representations” means the representations in the Facilities Documentation relating to corporate or other organizational existence, organizational power and authority of the Borrower and the Guarantors (as they relate to due authorization, execution, delivery and performance of the Facilities Documentation); due authorization, execution, delivery and enforceability, in each case relating to the entering into and performance of such Facilities Documentation; solvency as of the Closing Date (after giving effect to the Transactions) of Holdings and its restricted subsidiaries on a consolidated basis (in form and scope consistent with the Solvency Certificate attached as Annex I to Exhibit D hereto); no conflicts of the Facilities Documentation with charter documents of the Borrower or any Guarantor; Federal Reserve margin regulations; the Investment Company Act; PATRIOT Act; OFAC; FCPA; anti-laundering laws; and the creation, perfection and first priority status (with respect to the Revolving Facility) or second priority status (with respect to the Bridge Facility) of the security interests in the Collateral (subject to customary permitted liens to be agreed) and subject in all respects to the foregoing provisions of this paragraph. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provision”.

7.                                    Indemnification and Expenses

You agree (a) to indemnify and hold harmless the Commitment Party, its affiliates and controlling persons and the respective directors, officers, employees, partners, advisors, agents and other representatives of each of the foregoing and their respective successors (each, an “indemnified person”) from and against any and all actual losses (excluding lost profits), claims, damages, liabilities and expenses, joint or several, to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter or the Fee Letter, the Transactions, the Facilities, the contemplated use of proceeds thereof or any related transaction or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, the Company, your or its equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person within thirty days of written demand (together with reasonable backup documentation) for any reasonable and

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documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing (but limited, in the case of legal fees and expenses, to one outside counsel to such indemnified persons taken as a whole and, in the case of an actual or potential conflict of interest, one additional counsel to the affected indemnified persons taken as a whole and, to the extent reasonably necessary, one local counsel in each relevant material jurisdiction (and in the case of a conflict of interest, one additional counsel to the affected persons taken as a whole) but no other third-party advisors without your prior written consent); provided, that the foregoing indemnity will not, as to any indemnified person, apply to (x) losses, claims, damages, liabilities or related expenses to the extent they arise from (i) the willful misconduct, bad faith or gross negligence of such indemnified person (or its Related Persons) as determined in a final, non-appealable judgment of a court of competent jurisdiction, (ii) the material breach of the Commitment Letter or the Fee Letter by such indemnified person (or its Related Persons), as determined in a final, non-appealable judgment of a court of competent jurisdiction, or (iii) any disputes solely among indemnified persons (other than any claims against the Commitment Party in its capacity as an Administrative Agent, the Lead Arranger or any similar role under the Facilities, but not any other person or entity party to any such claim or dispute) and not arising out of any act or omission of Holdings, the Borrower or the Company, or any of your or their respective subsidiaries, and (b) if the Closing Date occurs, to reimburse the Commitment Party and its affiliates for all reasonable and documented out-of-pocket expenses (including, but not limited to, reasonable and documented out-of-pocket due diligence expenses, syndication expenses, travel expenses, and reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel to the Commitment Party and to the extent reasonably necessary, one local counsel in each relevant material jurisdiction to the Commitment Party, incurred in connection with each of the Facilities and any related documentation (including this Commitment Letter, the Fee Letter and the Facilities Documentation) or the administration, amendment, modification or waiver of any of the foregoing) within 30 days of written demand (including documentation reasonably supporting in detail such request) or, to the extent of such expenses and fees outstanding as of the Closing Date, on the Closing Date to the extent written demand including documentation reasonably supporting such request is provided at least two business days prior to the Closing Date. No person or entity a party hereto nor any indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including, without limitation, SyndTrak, Intralinks, the internet, email or similar electronic transmission systems, in each case, except to the extent any such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of this Commitment Letter or the Fee Letter by, such person or entity (or the Related Persons of such person or entity) as determined in a final, non-appealable judgment of a court of competent jurisdiction. None of the indemnified persons or you, the Sponsor, the Company or any of your or their respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Fee Letter, the Facilities or the transactions contemplated hereby; provided that nothing contained in this sentence shall limit your indemnification and reimbursement obligations to the extent expressly set forth herein. For purposes hereof, a “Related Person” of any indemnified person means (1) its affiliates and controlling persons, (2) the respective directors, officers, employees or partners of such indemnified person or any of its

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controlling person or controlled affiliates and (3) the respective advisors, agents and other representatives of such indemnified person or any of its controlling person or controlled affiliates, in the case of this clause (3) acting at the instructions of such indemnified person

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

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

You acknowledge that the Commitment Party (and its affiliates, including Jefferies) are full service securities firms and each such person may from time to time (a) effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of you, the Company or your or their affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter or with which you, the Sponsor, the Company or its subsidiaries may have commercial or other relationships or (b) provide debt financing, equity capital, investment banking, financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling to other companies in respect of which you may have conflicting interests. In addition, consistent with the Commitment Party’s policy to hold in confidence the affairs of its customers, the Commitment Party will not furnish information obtained from you, the Sponsor, the Company or your or their respective affiliates and representatives to any of their other clients (or to clients of their affiliates) or in connection with the performance by the Commitment Party and its affiliates of services for their other clients (or for clients of their affiliates), except to the extent permitted below. You also acknowledge that the Commitment Party and its affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether we or our affiliates have advised or are advising you on other matters, (b) we, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on our part, (c) in connection therewith and with the process leading to the Transactions, the Commitment Party and its affiliates (as the case may be) are acting solely as a principal and not as agents or fiduciaries of you or any other person, (d) you

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are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (e) you have consulted legal, accounting, regulatory and tax advisors to the extent you deemed appropriate and you are not relying on the Commitment Party for such advice, (f) you have been advised that we and our affiliates are engaged in a broad range of transactions that may involve interests that differ from your and your affiliates’ interests and that we and our affiliates have no obligation to disclose such interests and transactions to you and your affiliates by virtue of any fiduciary, advisory or agency relationship and (g) neither the Commitment Party nor its affiliates has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by the Commitment Party and the Borrower.

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

9.                                    Confidentiality

This Commitment Letter and the Fee Letter, in each case, are delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their respective terms shall be disclosed, to any other person except (a) the Sponsor and your and its respective officers, directors (or comparable persons), employees, affiliates, attorneys, accountants, agents and advisors on a confidential and “need-to-know” basis, (b) the Company and its shareholders, employees, attorneys, accountants, agents and advisors on a confidential and “need-to-know” basis (provided that any disclosure of the Fee Letter or its terms or substance to the Company under this clause (b) shall be, prior to the consummation of the Acquisition, redacted in respect of (x) the amounts, percentages and basis points of compensation set forth therein and (y) any other provisions therein relating to the pricing and other economic terms of the Facilities), (c) in any legal, judicial or administrative proceeding or as otherwise required by applicable law, rule or regulation (including the Commitment Letter (but not the Fee Letter or any of the contents thereof), other than the aggregate fee amount) in connection with any Securities and Exchange Commission filings relating to the Acquisition) or as requested by a governmental authority (in which case you agree, to the extent permitted by law, rule or regulation, to inform us promptly thereof), (d) in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter and the Fee Letter, (e) the Term Sheets and Exhibit D hereto (but not the Fee Letter or the contents thereof other than the existence thereof and the aggregate amount of fees paid or payable thereunder as part of projections, pro forma information and a generic disclosure of aggregate sources and uses) may be disclosed to potential Lenders and to any rating agency in connection with the Acquisition and (f) the aggregate fee amounts paid or payable under the Fee Letter may be disclosed in financial statements. The foregoing restrictions shall cease to apply after the Facilities Documentation shall have been executed and delivered by the parties hereto to the extent superseded thereby (other than with respect to any economics referenced in paragraph 1 of the Fee Letter).

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The Commitment Party shall treat confidentially all information delivered to the Commitment Party by you, the Company, the Sponsor or your or its respective affiliates and representatives in connection with the Acquisition and the other Transactions and only use such information for the purposes of providing the services contemplated by this Commitment Letter; provided, however, that nothing herein shall prevent the Commitment Party from disclosing any such information (a) to rating agencies in connection with obtaining the ratings described above, (b) to any Lenders or participants or prospective Lenders or participants (other than Disqualified Institutions), (c) in any legal, judicial, or administrative proceeding or other compulsory process or otherwise as required by applicable law, rule or regulations or as requested by a governmental authority (in which case the Commitment Party shall promptly notify you, in advance, to the extent permitted by law, rule or regulation, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, in which case, promptly notify you, in advance, to the extent lawfully permitted to do so), (d) upon the request or demand of any governmental or regulatory authority having jurisdiction over the Commitment Party or any of its affiliates or upon the good faith determination by counsel that such information should be disclosed in light of ongoing oversight or review of the Commitment Party by any such governmental or regulatory authority having jurisdiction over the Commitment Party or its affiliates (in which case the Commitment Party shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (e) to the officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents of the Commitment Party (collectively, “Representatives”) on a “need-to-know” basis and who are informed of the confidential nature of such information and agree to keep information of this type confidential, (f) to any of its affiliates related funds, and managed accounts and Representatives of its affiliates related funds, and managed accounts on a “need-to-know” basis (provided, that the Commitment Party shall be responsible for the compliance of its Representatives, affiliates and Representatives of its affiliates with this paragraph) solely in connection with the Facilities and the related Transactions and matters reasonably related thereto, (g) to the extent any such information becomes publicly available other than by reason of disclosure by the Commitment Party, its affiliates or Representatives in breach of this Commitment Letter or other obligation of confidentiality owed to you, the Sponsor, the Company or their respective affiliates, (h) for purposes of establishing a “due diligence” defense, (i) to the extent that such information is received by the Commitment Party or its Representatives from a third party that is not known by the Commitment Party to be subject to applicable confidentiality obligations to you or your affiliates, the Sponsor or the Company or its affiliates and (j) to enforce their respective rights or remedies hereunder or under the Fee Letter or the Facilities Documentation; provided, that the disclosure of any such information to any Lenders or prospective Lenders or participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the Commitment Party, including, without limitation, as agreed in any confidential information memorandum or other marketing materials) in accordance with the standard syndication processes of the Commitment Party or customary market standards for dissemination of such type of information, in the event of any electronic access through Intralinks, another website or similar electronic system or

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platform, which shall in any event require “click through” or other affirmative action on the part of the recipient to access such information and acknowledge its confidentiality obligations in respect thereof, in each case on terms reasonably acceptable to you. The Commitment Party’s obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Facilities Documentation upon the execution and delivery thereof and shall in any event terminate two (2) years after the date hereof.

10.       Miscellaneous

This Commitment Letter shall not be assignable by any party hereto (except (i) by you to one or more of your affiliates that is a newly formed domestic “shell” company controlled, directly or indirectly, by the Sponsor to effect the consummation of the Acquisition and (ii) by the Commitment Party to one or more of its affiliates) without the prior written consent of the Commitment Party or you, as applicable (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein, except to the extent that you and we otherwise agree in writing and is not intended to create a fiduciary relationship among the parties hereto. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and the Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us and you with respect to the Facilities and set forth the entire understanding of the parties with respect thereto. Subject to the limitations set forth in this Commitment Letter, the Commitment Party may perform the duties and activities described hereunder through any of its affiliates (other than any Disqualified Institutions) and the provisions of the third paragraph immediately preceding this paragraph shall apply with equal force and effect to any of such affiliates so performing any such duties or activities. This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to principles of conflicts of law; provided, however, that the laws of the State of Delaware shall govern in determining (a) the interpretation of a “Material Adverse Effect” and whether a “Material Adverse Effect” has occurred, (b) the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you (or your affiliates) have the right (without regard to any notice requirement) to terminate your (or their) obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement and (c) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement (in each case, without regard to principles of conflicts of law thereof, to the extent that the same are not mandatorily applicable by statute and would require or permit the application of the law of another jurisdiction). Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter herein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, notwithstanding that the funding of the Facilities is subject to the specified closing conditions set forth in Section 6 above and Exhibit D hereto and (ii) the Fee Letter is a

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binding and enforceable agreement with respect to the subject matter contained therein. Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

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

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

The syndication, assistance, indemnification, jurisdiction, waiver of jury trial, service of process, venue, governing law, sharing of information, no agency or fiduciary duty, and confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered

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

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts by Holdings of both of this Commitment Letter and the Fee Letter not later than 11:59 p.m., New York City time, on November 9, 2015. This Commitment Letter and the Fee Letter will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. In the event that the initial borrowing under the Facilities does not occur on or before the Expiration Date (as defined below), then this Commitment Letter and the commitments hereunder shall automatically terminate unless we shall, in our sole discretion, agree in writing to an extension. “Expiration Date” means the earliest of (i) 11:59 p.m., New York City time, on the date that is 150 days after the execution date of the Acquisition Agreement, (ii) the Closing Date, (iii) the closing of the Acquisition without the use of the Facilities and (iv) the valid termination of the Acquisition Agreement prior to the closing of the Acquisition; provided that the termination of any commitment pursuant to this sentence does not prejudice your rights and remedies in respect of any breach of this Commitment Letter. In addition, our commitment hereunder to provide the Bridge Facility shall terminate and/or be reduced as, and to the extent, set forth in clause (e) of Exhibit A hereto.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

[Project Rhombus – Commitment Letter Signature Page]

[Project Rhombus – Commitment Letter Signature Page]

EXHIBIT A

PROJECT RHOMBUS

$15.0 Million Revolving Facility

$300.0 Million Bridge Facility

Transaction Summary

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

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

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

(b)        The Investors, directly or indirectly, will contribute an amount in cash to Ultimate Holdings (which will subsequently contribute such amount to Holdings as common capital and which Holdings will contribute to Merger Sub as common capital) as common equity and/or Qualified Preferred Equity (to be defined on terms reasonably acceptable to the Lead Arranger (and the Lead Arranger confirms that the terms set forth in the Preferred Commitment Letter (as defined in the Acquisition Agreement) are acceptable)), which, when combined with the value of the equity investment of certain existing equity holders of the Company rolled over or otherwise invested in connection with the Transactions on or prior to such time (such contribution of common equity, Qualified Preferred Equity and rolled over equity, the “Equity Contribution”), will constitute immediately after giving effect to the Acquisition, in the aggregate not less than 47.5% of sum of (1) the aggregate amount of the Facilities and/or the Notes funded on the Closing Date and any other indebtedness for borrowed money plus (2) the amount of the Equity Contribution; provided that immediately upon the consummation of the Acquisition, the Sponsor will hold, directly or indirectly, the power to vote, or direct the voting of, Equity Interests constituting no less than 50.1% of the aggregate amount of the issued and outstanding voting equity of Holdings.

(c)        All existing third party debt for borrowed money of the Company and its subsidiaries, if any, will be refinanced, commitments related thereto will be terminated

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and security interests or guaranties provided in connection therewith will be terminated or released (the “Refinancing”), other than, in each case, Permitted Surviving Debt.

(d)       The Borrower will obtain a senior secured revolving credit facility (the “Revolving Facility”) as described in Exhibit B to the Commitment Letter.

(e)        The Borrower will (i) issue and sell senior secured notes in a Rule 144A or other private placement yielding $300.0 million in gross cash proceeds consisting of dollar denominated senior secured notes (the “Notes”) and/or (ii) to the extent that less than $300.0 million in gross cash proceeds of Notes are received by the Borrower on or prior to the Closing Date, borrow up to the difference in senior secured increasing rate loans under a senior secured bridge credit facility as described in Exhibit C to the Commitment Letter (the “Bridge Facility” and, together with the Revolving Facility, the “Facilities”) consisting of senior secured increasing rate loans in the original principal amount of $300.0 million (the “Bridge Loans”), minus the gross cash proceeds received by the Borrower on or prior to the Closing Date from the Notes issued on or prior to the Closing Date.

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

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

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EXHIBIT B

PROJECT RHOMBUS

Revolving Facility

Summary of Terms and Conditions

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

1.         PARTIES

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2.         TYPES AND AMOUNTS OF REVOLVING CREDIT FACILITY

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3.         CERTAIN PAYMENT PROVISIONS

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B-6

B-7

B-8

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B-11

B-12

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B-15

B-16

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B-18

Annex I to Exhibit B

INTEREST AND CERTAIN FEES

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EXHIBIT C

PROJECT RHOMBUS

Bridge Facility

Summary of Terms and Conditions

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

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ANNEX I to EXHIBIT C

Term Loans

On the Bridge Loan Maturity Date, so long as no Conversion Default has occurred and is continuing, the outstanding Bridge Loans will be converted automatically into Term Loans. The Term Loans will be governed by the provisions of the Bridge Documentation and, except as expressly set forth below, will have the same terms as the Bridge Loans.

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ANNEX II to EXHIBIT C

Exchange Notes

At any time on or after the Bridge Loan Maturity Date, upon five or more business days’ prior notice, the Term Loans may, at the option of any Bridge Lender, be exchanged for a principal amount of Exchange Notes equal to 100% of the aggregate principal amount of the Term Loans so exchanged (plus any accrued interest thereon not required to be paid in cash). The Borrower will issue Exchange Notes under an indenture (the “Indenture”) that complies with the Trust Indenture Act of 1939, as amended. The Borrower will appoint a trustee acceptable to the Bridge Lenders.

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EXHIBIT D

PROJECT RHOMBUS

Conditions

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

1.                                    The definitive documentation for the Revolving Facility (the “Revolving Facility Documentation”) and the definitive documentation for the Bridge Facility (the “Bridge Documentation”, and together with the Revolving Facility Documentation, the “Facilities Documentation”) shall have been executed and delivered by each of the Borrower and the Guarantors (which, for the avoidance of doubt, shall not include control agreements, landlord waivers, insurance deliverables or any mortgages and shall be subject to the Certain Funds Provision), and the Commitment Party shall have received:

(a)                               customary notices of borrowing;

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

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

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

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

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

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of not more than 15% shall not be deemed to be materially adverse to the interests of the Lenders or the Lead Arranger and shall not require the consent of the Administrative Agents or the Lead Arranger if applied pro rata among the Bridge Facility and/or the Notes and the Equity Contribution; provided that in no event shall the aggregate amount of the Bridge Facility and/or the Notes be less than $250.0 million and (iii) any amendment, waiver, consent or other modifications to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement shall be deemed materially adverse to the interests of the Lenders and the Lead Arranger.

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

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

7.                                    (a)                               Jefferies shall have received, as soon as practicable and in no event later than 15 consecutive business days prior to the Closing Date, a customary printed preliminary offering memorandum (the “Preliminary Offering Memorandum”) relating to the issuance of the Notes that contains all financial statements, pro forma financial statements, business and other financial data required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in offering memoranda relating to high yield debt offerings pursuant to Rule 144A promulgated under the Securities Act and permitting the Lead Arranger to receive the customary comfort letters contemplated by paragraph 8 of this Exhibit D (subject to completion by such auditors of customary procedures relating thereto, including the receipt of customary representation letters), subject to customary exceptions for Rule 144A offering memoranda including that such offering memorandum shall not be required to include financial statements or information required by Rules 3-10 or 3-16 of Regulation S-X, Compensation Discussion and Analysis otherwise required by Regulation S-K Item 402(b) or other information customarily excluded from a Rule 144A offering memorandum (collectively, the “Required Information”). The Lead Arranger shall have been afforded a period of not less than 15 consecutive business days after delivery of such complete printed Preliminary Offering Memorandum to seek to place the Notes (such period, the “Required Marketing Period”); provided, that (1) the date of November 27, 2015 shall not be included in the calculation of the Marketing Period (but for the avoidance of doubt, the exclusion of such dates shall not restart the Marketing Period) and (2) if the Marketing Period shall not have concluded on or prior to December 18, 2015, it shall not commence until January 4, 2016.

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(b)                              Notwithstanding the foregoing, the Required Marketing Period shall be deemed not to have commenced, if, prior to the completion of such 15 consecutive business day period, (A) any of the independent accountants that have audited the financial statements contained in the Preliminary Offering Memorandum shall have withdrawn its audit opinion with respect to any year-end audited financial statements set forth in the Preliminary Offering Memorandum, (B) the financial statements included in the Preliminary Offering Memorandum would be required to be updated under Rule 3-12 of Regulation S-X in order to be sufficiently current on any day beginning on the first day of such 15 consecutive business day period and ending on the pricing date of the Notes to permit a registration statement using such financial statements to be declared effective by the SEC on the pricing date of the Notes, in which case the Required Marketing Period shall not be deemed to commence until the receipt of updated financial information that would be required under Rule 3-12 of Regulation S-X to permit a registration statement using such financial statements to be declared effective by the SEC, or (C) Holdings or the Company shall have publicly announced any intention to restate any material financial information included in the Preliminary Offering Memorandum, in which case the Required Marketing Period shall be deemed not to commence unless and until such restatement has been completed.

8.                                    Each of the independent accountants that have audited the financial statements included in the Preliminary Offering Memorandum shall make available and have delivered to the Lead Arranger, no later than the delivery to the Lead Arranger of the Preliminary Offering Memorandum in accordance with preceding paragraph 7(a), a draft of a customary comfort letter with respect to the Acquired Business, including as to customary negative assurances, covering the financial statements and other financial data included or incorporated by reference in the Preliminary Offering Memorandum, which such auditors have confirmed they are prepared to issue at the pricing date of the Notes.

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

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

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

12.                            Subject to the Certain Funds Provision, (a) with respect to the Revolving Facility, all actions necessary to establish that the Revolving Facility Administrative Agent will have a perfected first priority security interest (subject to liens permitted under the Revolving Facility Documentation) in the Collateral under the Revolving Facility and (b) with respect to the Bridge Facility, all actions necessary to establish that the Bridge Facility Administrative Agent will have a perfected second priority security interest (subject to liens permitted under the Bridge Documentation) in the Collateral under the Bridge Facility; provided that, in the case of clauses

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(a) and (b), only to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date.

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Annex I to Exhibit D

FORM OF SOLVENCY CERTIFICATE

[·], _____

This Solvency Certificate is being executed and delivered pursuant to Section [·] of that certain [·]1 (the “Credit Agreement”); the terms defined therein being used herein as therein defined.

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

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

[Remainder of page intentionally left blank]

1 Description of Credit Agreement to be inserted.

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

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Exhibit (c)(2)

Exhibit (c)(3)

October 13, 2015

Anish Aswani

Moelis & Company LLC

1999 Avenue of the Stars, 19th Floor

Los Angeles, CA 90067

Dear Mr. Aswani:

The purpose of this letter is to present the general terms and conditions upon which Rizvi Traverse Management LLC (“RT”) would be willing to acquire (the “Transaction”) RealD, Inc. (“RealD” or the “Company”).

RT is a private equity firm formed in 2005 that has managed over $5 billion of equity capital investments and has a successful track record in closing many complex transactions, including take-privates, in the media and entertainment industry. We believe that our experience and track record underscore our ability to provide certainty of closing and uniquely position us to be the preferred acquirer of RealD. Past examples of RT’s investments include ICM Partners, one of the talent agency industry “majors” and a leader in TV show packaging, Summit Entertainment, one of the largest independent film studios, SESAC, one of three US performing rights organizations representing songwriters and music publishers, and Playboy, one of the world’s most iconic brands. In addition to the foregoing companies, RT has made several investments in the technology and social media space including Twitter, Facebook, Flipboard, Square, Snapchat and Vessel.

RT’s proposed Transaction terms are set forth below.

Based on our review of the materials provided and discussions with management, we would be willing to consummate a Transaction on the following general terms and conditions:

1.            Structure: An acquisition vehicle formed by RT will acquire 100% of the outstanding stock of the Company by means of a merger of a wholly owned subsidiary of such vehicle into the Company, with the Company surviving such merger.

2.            Purchase Price: RT will acquire all of the outstanding shares of stock of the Company for $10.35 per fully diluted share in cash.

3.            Financing: The Transaction will be fully financed via a combination of debt provided by Jefferies Finance LLC (a draft of the commitment letter in connection with such financing is attached as Annex A-1 hereto) and equity from RT and its affiliates (a draft of the commitment letter in connection with such equity financing is attached as

Annex A-2 hereto). An outline of our anticipated sources and uses of funds in connection with the Transaction is set forth below:

4.            Due Diligence; Michael Lewis: As previously discussed, our proposal is subject to the completion of our final confirmatory legal and tax due diligence review (including with respect to those outstanding diligence matters listed on Annex B attached hereto). We have committed (and will be in a position to further commit) significant resources to completing such review in a timely manner, and in no event later than November 6, 2015 (provided that the Company agrees to the exclusivity obligations described in paragraph 10 below and such outstanding diligence matters are addressed promptly following the date hereof), and without causing undue delay to the negotiation and execution of definitive Transaction documentation. Further, our proposal is subject to reaching agreement with Michael Lewis prior to the execution of the definitive Merger Agreement regarding the rollover and voting of his existing shares of stock of the Company and his continued employment by RealD following the consummation of the Transaction.

5.            Required Approvals: RT’s internal investment committee has approved the submission of this updated offer letter. RT’s investment committee is comprised of RT private equity professionals and does not require any external approvals. Based on the information reviewed to date, RT is unaware of any required regulatory or third party approvals other than filings under the Hart-Scott-Rodino Act.

6.            Documentation: The Transaction will be subject to the terms of a definitive Agreement and Plan of Merger (the “Merger Agreement”) containing provisions consistent with those set forth in the auction draft of the Merger Agreement prepared by the Company’s counsel, as modified by the summary of proposed revisions attached as Annex C hereto and certain other customary provisions for transactions of this type.

7.            Timing: We are prepared to move quickly to consummate the acquisition of the Company and have the necessary resources to complete our due diligence concurrently with the negotiation of the definitive Merger Agreement, which we expect the parties to be in a position to execute (together with the executed financing commitment letters and Mr. Lewis’ definitive documentation) no later than November 6, 2015. Further,

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assuming delivery of the Company’s third fiscal quarter 2015 financial statements by January 15, 2016, we anticipate closing the Transaction no later than 30 days thereafter.

8.            Contacts: Contact information for RT’s counsel and financing sources is as follows:

Latham & Watkins LLP (counsel to RT)

Christopher Brearton; Jason Silvera

(424) 653-5522; (213) 891-8828

Jefferies Finance LLC

Craig Mineard

(212) 323-3917

9.            Fees and Expenses: Each of RT and the Company will bear its own fees and expenses incurred in connection with the proposed Transaction, subject to the provisions of paragraph 10 hereof.

10.    Exclusivity; Expense Reimbursement. As a condition to RT’s willingness to continue its diligence and discussions with the Company with respect to a possible Transaction, we expect that the Company will by separate agreement (the form of which has been separately provided to you) agree to (i) negotiate exclusively with RT for the period and subject to the terms set forth therein and (ii) reimburse RT for any out-of-pocket fees and expenses incurred by RT and its affiliates in relation to their due diligence of the Company and its business and the negotiation and preparation of the Merger Agreement and the other Transaction documents as promptly as practicable following RT’s written demand therefor.

11.    Confidentiality: Each of RT and the Company acknowledges the confidential nature of this letter, the terms of RT’s offer set forth herein and Transaction process as a whole.

12.    Miscellaneous: Except as provided in this paragraph and paragraphs 9 and 11 above, this letter does not create a binding commitment or agreement in any respect. Such a binding commitment or agreement shall only occur upon the execution by the parties of a definitive agreement regarding the Transaction.

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We remain enthusiastic about this opportunity and look forward to proceeding to the final stages of completing definitive documentation with respect to the Transaction. Please feel free to call Ben Kohn or me at (310) 786-7443 if you have any questions about the terms of this letter.

CONFIRMED AND AGREED

on behalf of the Company as of the date written above:

Moelis & Company LLC

HIGHLY CONFIDENTIAL

October 13, 2015