0001140361-13-025862.txt : 20130620 0001140361-13-025862.hdr.sgml : 20130620 20130620163022 ACCESSION NUMBER: 0001140361-13-025862 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130620 DATE AS OF CHANGE: 20130620 GROUP MEMBERS: RLJ COMPANIES, LLC GROUP MEMBERS: ROBERT L. JOHNSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RLJ ENTERTAINMENT, INC. CENTRAL INDEX KEY: 0001546381 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 454950432 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87011 FILM NUMBER: 13924732 BUSINESS ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-280-7703 MAIL ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RLJ SPAC Acquisition, LLC CENTRAL INDEX KEY: 0001512917 IRS NUMBER: 273971029 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-280-7737 MAIL ADDRESS: STREET 1: 3 BETHESDA METRO CENTER STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 SC 13D/A 1 formsc13da.htm RLJ SPAC ACQUISITION, LLC SC 13D/A 6-19-2013 (RLJ ENTERTAINMENT, INC)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

RLJ Entertainment, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74965F104

(CUSIP Number)

The RLJ Companies, LLC

3 Bethesda Metro Center

Suite 1000

Bethesda, MD 20814

Attn. H. Van Sinclair

(301) 280-7700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 19, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

CUSIP No. 74965F104

13D

Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS
	RLJ SPAC Acquisition, LLC

2	Check The Appropriate Box if a Member of a Group
	(see instructions)	(a) ¨
		(b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (see instructions)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨
	PURSUANT TO ITEM 2(d) or 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	7	SOLE VOTING POWER
NUMBER OF		-
SHARES	8	SHARED VOTING POWER
BENEFICIALLY		3,157,511 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
OWNED BY	9	SOLE DISPOSITIVE POWER
EACH		-
REPORTING	10	SHARED DISPOSITIVE POWER
PERSON WITH		3,157,511 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,157,511 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨
	CERTAIN SHARES (see instructions)

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	41.0% (See Item 5 below)

14	TYPE OF REPORTING PERSON (see instructions)
	OO

CUSIP No. 74965F104

13D

Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS
	The RLJ Companies, LLC
2	Check The Appropriate Box if a Member of a Group
	(see instructions)	(a) o
		(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

	7	SOLE VOTING POWER
NUMBER OF		-
SHARES	8	SHARED VOTING POWER
BENEFICIALLY		3,157,511 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
OWNED BY	9	SOLE DISPOSITIVE POWER
EACH		-
REPORTING	10	SHARED DISPOSITIVE POWER
PERSON WITH		3,157,511 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,157,511 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨
	CERTAIN SHARES (see instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	41.0% (See Item 5 below)
14	TYPE OF REPORTING PERSON (see instructions)
	HC-OO

CUSIP No. 74965F104

13D

Page 4 of 8 Pages

1	NAMES OF REPORTING PERSONS
	Robert L. Johnson
2	Check The Appropriate Box if a Member of a Group
	(see instructions)	(a) o
		(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

	7	SOLE VOTING POWER
NUMBER OF		-
SHARES	8	SHARED VOTING POWER
BENEFICIALLY		3,157,511 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
OWNED BY	9	SOLE DISPOSITIVE POWER
EACH		-
REPORTING	10	SHARED DISPOSITIVE POWER
PERSON WITH		3,157,511 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,157,511 shares of common stock and warrants to purchase 3,816,667 shares of common stock (See Item 5 below)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ¨
	CERTAIN SHARES (see instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	41.0% (See Item 5 below)
14	TYPE OF REPORTING PERSON (see instructions)
	IN

AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 amends the Report on Schedule 13D originally filed on October 15, 2012 (the “Original 13D”) by Mr. Robert L. Johnson, The RLJ Companies, LLC (“The RLJ Companies”) and RLJ SPAC Acquisition, LLC (“RLJ SPAC Acquisition”) with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”), of RLJ Entertainment, Inc. Mr. Johnson, The RLJ Companies and RLJ SPAC Acquisition are collectively referred to as the “Reporting Persons.”

Unless indicated otherwise, all items left blank remain unchanged, and any items which are reported are deemed to amend and update the existing items in the Original 13D.

Item 1.

Security and Issuer.

This statement relates to the Common Stock of RLJ Entertainment, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 8515 Georgia Avenue, Suite 650, Silver Spring, Maryland.

Item 3.

Source and Amount of Funds or Other Consideration.

Mr. Johnson intends to make any purchases pursuant to the Plan described in Item 4 below using his personal funds.

Item 4.

Purpose of Transaction.

On June 19, 2013, the Issuer announced that Mr. Johnson had adopted a Rule 10b5-1 purchase plan with respect to the purchase of the Common Stock (the “Plan”). Under the Plan, he may purchase up to $2 million of the outstanding Common Stock from time to time over the next 24 months. Any purchases under the Plan will be effected in the discretion of Lazard Capital Markets LLC in the open market or in privately negotiated transactions in compliance with applicable laws and regulations, including the safe harbor provisions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Johnson will not have any control, influence, or authority over purchases made pursuant to the Plan, but Mr. Johnson may terminate the Plan at any time without prior public notice. In connection with the Plan, Mr. Johnson entered into a Purchase Agreement with Lazard Capital Markets LLC to effect purchases pursuant to the Plan. See Item 6 below.

Item 5.

Interest in Securities of the Issuer.

The Issuer reported that as of June 13, 2013, it had 13,430,177 outstanding shares of Common Stock. For purposes of Exchange Act Rule 13d-3, each of Mr. Johnson, The RLJ Companies and RLJ SPAC Acquisition may be deemed to beneficially own 6,974,178 shares of Common Stock (approximately 41% of the Common Stock), including 3,157,511 outstanding shares of the Common Stock and warrants to purchase 3,816,667 shares of Common Stock. The Reporting Persons have not effected any transaction in the Common Stock during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

As described in Item 4, Mr. Johnson has entered into the Plan. The Plan is intended to satisfy the requirements of Rule 10b5-1(c)(1) under the Exchange Act. The Plan provides for the purchase in the open market or in privately negotiated transactions of a maximum of $2 million of Common Stock during the period June 19, 2013 through June 19, 2015. All $2 million of Common Stock may not be purchased during such period. The Plan may be terminated by Mr. Johnson at any time.

In addition, in connection with the Plan, Mr. Johnson also entered into a Purchase Agreement dated as of June 19, 2013 with Lazard Capital Markets LLC (the “Purchase Agreement”). The Purchase Agreement provides for Lazard Capital Markets LLC to effect purchases in accordance with the Plan and in accordance with Exchange Act Rule 10b-18.

The foregoing descriptions of the Plan and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Plan and the Purchase Agreement, which are filed as exhibits hereto and are incorporated into this report by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1:		Agreement of Joint Filing among the Reporting Persons (incorporated by reference to Appendix I to the Original 13D).
Exhibit 99.2		Power of Attorney (incorporated by reference to Appendix II to the Original 13D).
Exhibit 99.3		10b5-1 Purchase Plan dated June 19, 2013 [portions of this exhibit have been omitted pursuant to a request for confidential treatment].
Exhibit 99.4		Agreement between Mr. Robert L. Johnson and Lazard Capital Markets LLC dated June 19, 2013.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2013	RLJ SPAC ACQUISITION, LLC
	By: /s/ H. Van Sinclair
	Name: H. Van Sinclair
	Title: President

Dated: June 20, 2013	THE RLJ COMPANIES, LLC
	By: /s/ H. Van Sinclair
	Name: H. Van Sinclair
	Title: President

	ROBERT L. JOHNSON
Dated: June 20, 2013	/s/ Robert L. Johnson
	Name: Robert L. Johnson

EX-99.3 2 ex99_3.htm EXHIBIT 99.3

Exhibit 99.3

Purchase Plan

LCM LAZARD CAPITAL MARKETS

10b5-1 Purchase Plan

This 10b5-1 Purchase Plan, dated June 19, 2013 (this “Purchase Plan”), is between Robert L. Johnson, an individual (“RLJ”), and Lazard Capital Markets LLC (“LCM”).

WHEREAS, RLJ desires to establish this Purchase Plan to purchase shares of the common stock of RLJ Entertainment, Inc., ticker RLJE (the “Stock”); and

WHEREAS, RLJ desires to engage LCM to effect purchases of shares of Stock in accordance with this Purchase Plan;

NOW, THEREFORE, RLJ and LCM hereby agree as follows:

1. (a) Subject to RLJ’s continued compliance with Section 2 hereof, LCM shall effect a purchase or purchases (each, a “Purchase”) an aggregate of $2,000,000.00 of the Stock (the “Total Plan Purchases”) per the attached Appendix “A.” Each Purchase shall be made at a time and in an amount selected by LCM in its sole discretion, subject to the parameters set forth in this Section 1 and Appendix A.

(b) Purchases may be made in the open market or through privately negotiated transactions. LCM shall comply with the requirements of paragraphs (b)(2), (b)(3) and (b)(4) of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the terms and conditions of that certain 10b-18 Purchase Agreement between RLJ and LCM, dated June 19, 2013 (the “Purchase Agreement”), in connection with Purchases of Stock pursuant to this Purchase Plan. RLJ and LCM each agree not to take any action that would cause Purchases not to comply with Rule 10b-18 or Rule 10b5-1.

2. RLJ shall pay LCM commissions in accordance with the Purchase Agreement.

3. (a) This Purchase Plan shall become effective immediately and shall terminate upon the first to occur of the following:

(1) June 19, 2015;

(2) the purchase of the number of Total Plan Purchases pursuant to this Purchase Plan;

(3) receipt by LCM of notice of early termination substantially in the form of Appendix “B,” delivered by telecopy, transmitted to telecopy number 212 830-3651, Attention: Robert K. Lagay, and confirmed by telephone to Andy Laszlo at 212 632-6892;

(4) the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, or the taking of any action by RLJ to authorize or commence any of the foregoing;

(5) the public announcement of a tender or exchange offer for the Stock or of a merger, acquisition, recapitalization or other similar business combination or transaction as a result of which the Stock would be exchanged for or converted into cash, securities or other property; or

(6) the failure of RLJ or LCM to comply with this Purchase Plan, Rule 10b5-1 or Rule 10b-18.

(b) Section 13 of this Purchase Plan shall survive any termination hereof. In addition, RLJ’s obligation under Section 2 hereof in respect of any shares of Stock properly purchased prior to any termination hereof shall survive any termination hereof.

4. RLJ shall immediately notify LCM if he becomes subject to a legal, regulatory or contractual restriction or undertaking that would prevent LCM from making purchases pursuant to this Purchase Plan, and, in such a case, RLJ will terminate the Purchase Plan, or upon advice of legal counsel that such action can be taken, RLJ and LCM will cooperate to amend or otherwise revise this Purchase Plan to take account of such legal, regulatory or contractual restriction or undertaking (provided that neither party shall be required to take any action that would be inconsistent with the requirements of Rule 10b5-1(c)).

5. RLJ understands that LCM may not be able to effect a Purchase due to a market disruption or a legal, regulatory or contractual restriction or internal policy applicable to LCM or otherwise. If any Purchase cannot be executed as required by Section 1 due to a market disruption, a legal, regulatory or contractual restriction or internal policy applicable to LCM or any other event, LCM shall effect such Purchase as promptly as practicable after the cessation or termination of such market disruption, applicable restriction or other event.

6. RLJ represents and warrants, on the date hereof and on the date of any amendment hereto, that: (a) he is not aware of material, nonpublic information with respect to the Stock, (b) he is entering into or amending, as the case may be, this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or other applicable securities laws and (c) his execution of this Purchase Plan or amendment hereto, as the case may be, and the Purchases contemplated hereby do not and will not violate or conflict with the RLJ Entertainment, Inc. certificate of incorporation or by-laws or, if applicable, any similar constituent document, or any law, rule regulation or agreement binding on or applicable to RLJ Entertainment, Inc. or any of its subsidiaries or any of its of their property or assets. LCM represents and warrants, on the date hereof and on the date of any amendment hereto, that it is not aware of material, nonpublic information with respect to RLJ Entertainment, Inc. or any securities of RLJ Entertainment, Inc. (including the Stock).

7. It is the intent of the parties that this Purchase Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Rule 10b-18 under the Exchange Act, and this Purchase Plan shall be interpreted to comply with the requirements thereof.

8. At the time of RLJ’s execution of this Purchase Plan, RLJ has not entered into a similar agreement with respect to the Stock other than the Purchase Agreement. RLJ agrees not to enter into any such agreement while this Purchase Plan remains in effect.

9. Except as specifically contemplated hereby, RLJ shall be solely responsible for compliance with all statutes, rules and regulations applicable to RLJ and the transactions contemplated hereby, including, without limitation, reporting and filing requirements; provided, however, that LCM shall be solely responsible to comply with the requirements of paragraphs (b)(2), (b)(3) and (b)(4) of Rule 10b-18 and Rule 10b5-1 in connection with the Purchases.

10. This Purchase Plan shall be governed by and construed in accordance with the laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto.

11. RLJ represents and warrants that the transactions contemplated hereby are consistent with RLJ’s publicly announced stock purchase program.

12. The number of Total Plan Purchases, other share amounts and prices, if applicable, set forth in section 1(a) shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to RLJ Entertainment, Inc. that occurs during the term of this Purchase Plan.

13. Except for the right to terminate this Purchase Plan as contemplated by Section 3 (a) (4) of this Purchase Plan, RLJ acknowledges and agrees that he does not have authority, influence or control over any Purchase effected by LCM pursuant to this Purchase Plan and RLJ will not attempt to exercise any authority, influence or control over Purchases. LCM agrees not to seek advice from the RLJ with respect to the manner in which it effects Purchases under this Purchase Plan.

14. This Purchase Plan may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement.

IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date first written above.

LAZARD CAPITAL MARKETS LLC

By:	/s/ Robert K. Lagay
	Name: Robert K. Lagay
	Title: General Counsel

Robert L. Johnson

/s/ Robert L. Johnson
Robert L. Johnson

Appendix A

Purchase Parameters

Share Price Range

Max Shares

Per Day

% of Avg. Daily

Volume

Assumed Purchase

Price

Daily Spend

[confidential treatment requested for contents of table]

Note: The above grid’s reference to “max shares per day” is indicative of the current 10b-18 limit. This limit is subject to change and the “max shares per day” will be adjusted accordingly.

Once each week, in lieu of purchasing under the 25 percent of ADTV limit for that day, LCM may exercise its discretion to effect one block purchase on behalf of Mr. Johnson if:

(i) No other Rule 10b-18 purchases are effected that day, and

(ii) The block purchase is not included when calculating a security's four week ADTV under Rule 10b-18.

The maximum price per share to be paid for any block transaction shall not exceed $[confidential treatment requested], excluding commissions. The maximum amount of shares that can be purchased in any one block transaction will not exceed [confidential treatment requested] shares.

For purposes of this plan, the term “block” shall have the meaning set forth in Rule 10b-18(a)(5).

Appendix B

Request for Early Termination of Purchase Plan

To: LAZARD CAPITAL MARKETS LLC

As of the date hereof, Robert L. Johnson, an individual, hereby requests termination of the Purchase Plan, dated June 19, 2013, in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws.

IN WITNESS WHEREOF, the undersigned has signed this Request for Early Termination of Purchase Plan as of the date specified below.

Robert L. Johnson

		Date:
Robert L. Johnson

EX-99.4 3 ex99_4.htm EXHIBIT 99.4

Exhibit 99.4

LCM Lazard CAPITAL MARKETS

10b-18 PURCHASE AGREEMENT

(NON-EXCLUSIVE)

June 19, 2013

Robert L. Johnson

Chairman

The RLJ Companies

3 Bethesda Metro Center

Suite 10000

Bethesda, MD 20814-6347

This Letter Agreement confirms the terms and conditions under which LAZARD CAPITAL MARKETS LLC ("LCM") will assist Robert L. Johnson (the "Purchaser") in his program to purchase shares of the common stock of RLJ Entertainment, Inc. (the "Securities").

Appointment of LCM. The Purchaser hereby appoints LCM as his agent to purchase the Securities. It is the Purchaser's intention that such purchases comply with the terms of Rule 10b-18 ("Rule 10b-18") promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Purchaser hereby agrees that he shall not take, nor permit any person or entity under his control to take, any action which could jeopardize the availability of Rule 10b-18 for the acquisition program. In addition, LCM agrees that it shall effect any purchases of the Securities in accordance with the timing, price and volume restrictions contained in subparagraphs (2), (3) and (4) of paragraph (b) of Rule 10b-18.

Term. LCM shall conduct its purchases of the Securities pursuant to this Letter Agreement on behalf of the Purchaser from time to time until terminated in accordance with the provisions of the following sentence. The Letter Agreement may be terminated by either party with verbal or written notice to the other party. Such written notice may be made by facsimile, as provided in Paragraph 12. Notwithstanding the termination of this Letter Agreement, the Purchaser shall be solely responsible for any purchases properly made by LCM on the Purchaser's behalf prior to LCM's receipt of such verbal or written notice of termination.

Suspension of Acquisition Program. The Purchaser shall promptly notify LCM of the existence of any circumstances that render it advisable to suspend such acquisition program for any given period of time (including, without limitation, purchases by affiliated purchasers of the Purchaser, distributions by the Purchaser within the meaning of Reg M under the Exchange Act or the possession by the Purchaser of material non-public information), and upon receipt of the Purchaser's direction to suspend such acquisition program, LCM shall do so. The Purchaser shall be solely responsible for any purchases properly made by LCM on the Purchaser's behalf prior to LCM's receipt of the Purchaser's direction to suspend purchases.

Purchases by Affiliates. The Purchaser will notify LCM of the intention on the part of any affiliated purchaser of the Purchaser to purchase Securities on any day if such purchase is to be effected otherwise than through LCM pursuant to the Letter Agreement, and upon receipt of such notification LCM shall refrain from purchasing any Securities hereunder on such day. The Purchaser shall be solely responsible for any purchases properly made by LCM on the Purchaser's behalf prior to LCM's receipt of such notification.

Purchasing Procedures. Unless otherwise agreed to, the Purchaser will consult with LCM on a daily basis in respect of the acquisition program, and at such time will consult with LCM regarding the total number of Securities LCM is authorized to purchase and target amounts of Securities to be acquired during the day succeeding such consultation and the maximum price to be paid therefore. Except as otherwise provided in this Letter Agreement, LCM shall determine, in its sole discretion, the timing, amount, prices and manner of purchase of Securities during such period, so long as such purchases are within the limits established by the Purchaser for such period.

Monitoring Procedures. LCM shall provide confirmations of purchases of Securities to the Purchaser and to such other persons or agents of the Purchaser as the Purchaser shall designate in writing. In addition, LCM shall provide a daily telephone report of such transactions to the Purchaser or his designee. Such report shall include the average price and number of shares purchased for the Purchaser and for affiliated purchasers, and the purchase price for each transaction.

Payment for and Delivery of Purchased Securities. Payment for the Securities purchased shall be made by the Purchaser within three business days after the purchase. Purchased Securities will be held or delivered in accordance with instructions to be furnished by the Purchaser.

Compensation. For the services provided in this Letter Agreement, the Purchaser agrees to pay to LCM a fee of $0.03 per share for Securities purchased pursuant to the terms of this Letter Agreement.

Representations and Warranties.

(a) The Purchaser represents and warrants to LCM that this Letter Agreement and the transactions contemplated herein have been duly authorized by the Purchaser, that this Letter Agreement is the valid and binding agreement of the Purchaser, enforceable in accordance with its terms; that performance of the transactions contemplated herein will not violate any law, rule, regulation, order, judgment or decree applicable to the Purchaser or conflict with or result in a breach of or constitute a default under any agreement or instrument to which the Purchaser is a party or by which it or any of its property is bound or its certificate of incorporation or by-laws; and that no governmental, administrative or official consent, approval, authorization, notice or filing is required for performance of the transactions contemplated herein.

(b) LCM represents and warrants to the Purchaser that this Letter Agreement and the transactions contemplated herein have been duly authorized by LCM, that this Letter Agreement is the valid and binding agreement of LCM, enforceable in accordance with its terms; that performance of the transactions contemplated herein will not violate any law, rule, regulation, order, judgment or decree applicable to LCM or conflict with or result in a breach of or constitute a default under any agreement or instrument to which LCM is a party or by which it or any of its property is bound or its certificate of incorporation or by-laws; and that no governmental, administrative or official consent, approval, authorization, notice or filing is required for performance of the transactions contemplated herein.

10.

Disclosure of Acquisition Program. The Purchaser represents and warrants that he has caused his intention to institute a program for the acquisition of the Securities to be publicly disclosed.

11.

Indemnification. The Purchaser shall indemnify LCM and its affiliates against any liabilities or expenses (including attorney's fees and disbursements), or actions in respect of any liabilities or expenses, arising from the services furnished pursuant to this Letter Agreement including, but not limited to, liabilities and expenses arising by reason of any violation or alleged violation of any state or federal securities laws, except to the extent such liabilities or expenses result from the negligence or bad faith of LCM or its affiliates. The Purchaser shall also promptly reimburse LCM and its affiliates for all expenditures (including attorney's fees and disbursements) made to investigate, prepare or defend any action or claim in respect of any such liability or expense, regardless of whether any litigation is pending or threatened against LCM or its affiliates. The provisions of this paragraph shall survive the termination of the Letter Agreement.

12.

Notices. All verbal communications must be confirmed in writing and shall be effective when verbally acknowledged and confirmed when received at the address specified below:

(a)

if to LCM, to it at

Lazard Capital Markets LLC

30 Rockefeller Plaza

New York, NY 10020

Attention: Robert K. Lagay

Telephone: (212) 632-1594

Fax: (212) 830-3651

or at such other address as may from time to time be designated by notice to the Purchaser in writing; and

(b)

if to the Purchaser, to him at

Robert L Johnson

Chairman

The RLJ Companies

3 Bethesda Metro Center

Suite 10000

Bethesda, MD 20814-6347

Telephone: (301) 280-7701

Fax: (301) 280-7797

or at such other address as may from time to time be designated by notice to LCM in writing.

13.

Assignment. Neither party may assign its rights and obligations under this Letter Agreement to any other party; provided, however, that LCM may assign its rights and obligations under this Letter Agreement to any subsidiary.

14.

Governing Law. This Letter Agreement shall be governed by and construed in accordance with the law of the State of New York.

[Next Page is the Signature Page]

If the foregoing correctly sets forth our agreement, please sign the form of acceptance below.

LCM CAPITAL MARKETS LLC

By: /s/ Robert K. Lagay

Name: Robert K. Lagay

Title: General Counsel

Agreed to and accepted as of:

Robert L. Johnson

/s/ Robert L. Johnson

Robert L. Johnson

[Signature Page to 10b-18 Purchase Agreement (Non-Exclusive)]