DIGITAL LINK II, LLC
THIS OPERATING AGREEMENT (this “ Agreement ”), is made and entered into as of March 6,
2007, by Digital Link II, LLC, a Delaware limited liability company (the “ Company ”), REAL D, a California
corporation (“ REAL D ”), and Ballantyne of Omaha, Inc., a Delaware corporation (“ Ballantyne ”). REAL D
and Ballantyne are referred to herein collectively as the “ Members ,” and each individually as a “ Member .”
A. The Members formed the Company for purposes of commercializing certain 3D technology
developed and owned by REAL D.
B. Ballantyne is a manufacturer and reseller of projectors and other equipment necessary to
the deployment of REAL D’s technology in theatres.
C. REAL D will license certain of its technology to the Company pursuant to a non-exclusive
license agreement, pursuant to which the Company will have the right to use and sublicense
such technology in connection with the Company’s sale of digital cinema projection systems
(“ Cinema Systems ”) to certain operators of theatre venues (“ License ”).
D. The Company will purchase projectors and accessories from Ballantyne at the prices
specified in Exhibit B hereto and servers from Doremi Labs, Inc. at the prices specified in
Exhibit A hereto.
E. The Company shall (i) initially transfer a limited right to use the Cinema Systems to certain
theatre venues, and (ii) install the Cinema Systems against virtual print fees payable by the
studios on such terms and conditions as will be provided in separate Digital Cinema System
Transfer Agreements in substantially the form attached hereto as Exhibit C (“ Transfer
F. Subject to the successful negotiation of service contracts with the operators of the theatre
venues, on terms acceptabl