Exhibit 4.5


 


AMENDMENT NO. 1 TO THIRD AMENDED AND

RESTATED SHAREHOLDERS AGREEMENT


 


This
Amendment No. 1 to Third Amended and Restated Shareholders Agreement (this
“Amendment”) is made and entered into as of October 1,
2008, by and between REAL D, a California corporation (the “Company”), and the
undersigned shareholders of the Company (the “Consenting Shareholders”). Capitalized
terms used but not otherwise defined herein shall have the respective meanings
ascribed thereto in the Shareholders Agreement (as defined below).


 


R E C I T A L S


 


WHEREAS,
the Company, the Consenting Shareholders and certain other shareholders of the
Company have heretofore entered into that certain Third Amended and Restated
Shareholders Agreement, dated as of December 24, 2007 (the “Shareholders
Agreement”);


 


WHEREAS,
Section 10.4 of the Shareholders Agreement provides that the Shareholders
Agreement may be amended by a written agreement executed by (i) the
Company, (ii) the holders of a majority of the Stock then held by
the Series A Holders, (iii) the holders of a majority of the Stock
then held by the Series B Holders, (iv) the holders of a majority of
the Stock then held by the Series C Holders and (v) the Founders;


 


WHEREAS,
the Company and the Consenting Shareholders constitute each of (i) the
Company, (ii) the holders of a majority of the Stock then held by the Series A
Holders, (iii) the holders of a majority of the Stock then held by the Series B
Holders, (iv) the holders of a majority of the Stock then held by
the Series C Holders and (v) the Founders; and


 


WHEREAS,
the Company and the Consenting Shareholders desire to amend the Shareholders
Agreement as more fully set forth herein;


 


NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:


 


AGREEMENT


 


SECTION I.
Amendments to Definition of “Permitted Transfer”. The Company
and the Consenting Shareholders agree that the definition of “Permitted
Transfer” set forth in Section 1.1(j) of the Shareholders Agreement
is hereby amended to (x) delete the word “and” at the end of clause (iii) of
such definition, (y) renumber clause (iv) of such
definition to become clause (v) of such definition and (z) insert a
new clause (iv) of such definition to read in its entirety as follows:


 


“              (iv)          any transfers of Stock by Pequot Diversified Master
Fund, Ltd. to any Affiliate of Pequot Diversified Master Fund, Ltd. that, at
the time of such transfer but prior to giving effect to such transfer, is an
existing holder of Stock of the Company; and”


 

















 


SECTION 2.
Governing Law. This Amendment shall be interpreted and enforced in
accordance with and governed by the internal laws of the State of California
without giving effect to the principles of conflicts of law of such state


 


SECTION 3.
References to the Agreement. Except as amended by this Amendment, all
other terms, conditions and covenants of the Shareholders Agreement are hereby
confirmed by the parties hereto and remain unchanged and in full force and
effect. From and after the date hereof, all references to the “Agreement”
contained in the Shareholders Agreement, shall be deemed to be
references to the Shareholders Agreement as amended by this Amendment.


 


SECTION 4.
Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original and all of which shall be deemed to
constitute one and the same instrument, and it shall be sufficient for each party
to have executed at least one, but not necessarily the same, counterpart.


 


[Signatures Follow]


 

















 


IN
WITNESS WHEREOF, this Amendment was executed as of the date first above
written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  REAL
  D

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Andrew A Skarupa

  
	
   

  	
  Name:
  Andrew A Skarupa

  
	
   

  	
  Title:
  CFO

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  FOUNDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Michael Lewis

  
	
   

  	
  Michael
  Lewis

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  /s/
  Joshua Greer

  
	
   

  	
  Joshua
  Greer

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  Series
  A Holding

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Richard Huston

  
	
   

  	
  Richard
  Huston

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  /s/
  William D. Budinger

  
	
   

  	
  William
  D. Budinger

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  HOBBIT
  INVESTMENTS, LLC

  
	
   

  	
  By:
  Sunnyside Mgt, Inc.

  
	
   

  	
  Its
  Manager

  
	
   

  	
   

  
	
   

  	
  /s/
  William M. Budinger

  
	
   

  	
  Name:
  William M. Budinger

  
	
   

  	
  Title:
  President

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 














 


	
   

  	
  SERIES
  B HOLDERS:

  
	
   

  	
   

  
	
   

  	
  PERSPECTIVE
  INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  Series
  B Holding

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Richard Huston

  
	
   

  	
  Richard
  Huston

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  /s/
  William D. Budinger

  
	
   

  	
  William
  D. Budinger

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  HOBBIT
  INVESTMENTS, LLC

  
	
   

  	
  By:
  Sunnyside Mgt, Inc.

  
	
   

  	
  Its
  Manager

  
	
   

  	
   

  
	
   

  	
  /s/
  William M. Budinger

  
	
   

  	
  Name:
  William M. Budinger

  
	
   

  	
  Title:
  President

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  THE
  SUSAN BUDINGER LONCKI

  
	
   

  	
  SEPARATE
  PROPERTY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Susan Martin Budinger

  
	
   

  	
  Name:
  Susan Martin Budinger

  
	
   

  	
  Title:
  Trustee

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  REAL
  BIG, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  David L. Morris

  
	
   

  	
  Name:
  David L. Morris

  
	
   

  	
  Title:
  Member

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  /s/
  William Charles Powers

  
	
   

  	
  William
  Charles Powers and 

  
	
   

  	
  Carolyn
  Clark Powers

  
	
   

  	
  /s/
  Carolyn Clark Powers

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]


 

















 


	
   

  	
  SERIES
  C HOLDERS:

  
	
   

  	
   

  
	
   

  	
  Shamrock
  Capital Growth Fund II, L.P.

  
	
   

  	
  By:
  Shamrock Capital Partners II L.L.C.

  
	
   

  	
  Its:
  General Partner

  
	
   

  	
   

  
	
   

  	
  /s/
  Stephen D. Royer

  
	
   

  	
  Stephen
  D. Royer

  
	
   

  	
  Executive
  Vice President

  



 


[Signature Page to Amendment No. 1 to Third Amended and Restated
Shareholders Agreement]