X0206 3 2012-10-03 0 0001546381 RLJ ENTERTAINMENT, INC. RLJE 0001512917 RLJ SPAC Acquisition, LLC 3 BETHESDA METRO CENTER SUITE 1000 BETHESDA MD 20814 0 0 1 0 Common Stock, par value $0.001 per share. 3215011 D Warrant to purchase common stock 12 2012-11-03 Common Stock 3816666 D Received in exchange for 3,215,011 shares of common stock, par value $0.001 per share, of RLJ Acquisition, Inc. ("RLJ Acquisition") in connection with the consummation on October 3, 2012 of the merger (the "Merger") of RLJ Acquisition with RLJ Merger Sub I, Inc., a wholly-owned subsidiary of RLJ Entertainment, Inc. (the "Issuer"). Until October 3, 2013, 449,218.75 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), are subject to forfeiture in the event the last closing sale price of the Common Stock does not equal or exceed $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for at least one period of 20 trading days within any 30-trading day measuring period. During the period commencing on October 3, 2013 and ending on October 3, 2014, 449,218.75 shares of Common Stock are subject to forfeiture in the event the last closing sale price of the Common Stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for at least one period of 20 trading days within any 30-trading day measuring period. Approximately 15% of these shares may be deemed to be beneficially owned by certain employees of The RLJ Companies, LLC pursuant to certain long-term incentive and other arrangements, including 57,500 which may be transferred to such persons immediately. Robert L. Johnson, in his capacities as the sole manager and sole voting member of The RLJ Companies, LLC, the sole manager and sole voting member of RLJ SPAC Acquisition, LLC, may be deemed to be the beneficial owner of the securities reported herein. Mr. Johnson disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The warrants expire on the earlier to occur of: (i) October 3, 2017, the fifth anniversary of the closing of the Merger or (ii) the liquidation of the Issuer. /s/ H. Van Sinclair, CEO and President 2012-10-03