0000950123-10-002633 Sample Contracts

Registration Rights Agreement Series C Junior Participating Preferred Stock
Registration Rights Agreement • January 14th, 2010 • Image Entertainment Inc • Services-motion picture & video tape distribution • New York

This Registration Rights Agreement, dated as of January 8, 2010, is by and among Image Entertainment, Inc., a Delaware corporation (the “Company”), JH Partners, LLC as the Investor Representative, and the several investors listed on Schedule 1 (together with their Permitted Transferees, collectively, the “Investors”).

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EXCHANGE AGREEMENT
Exchange Agreement • January 14th, 2010 • Image Entertainment Inc • Services-motion picture & video tape distribution • New York

EXCHANGE AGREEMENT (this “Agreement”), dated as of January 8, 2010, by and between Image Entertainment, Inc., a Delaware corporation, with headquarters located at 20525 Nordhoff Street, Suite 200, Chatsworth, California 91311 (the “Company”), and Portside Growth and Opportunity Fund (the “Investor”).

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 14th, 2010 • Image Entertainment Inc • Services-motion picture & video tape distribution • California

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 8, 2010, is entered into between WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), a California corporation, as Agent and Lender (in such capacities, “Lender”), IMAGE ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), EGAMI MEDIA, INC., a Delaware corporation (“Egami”), IMAGE ENTERTAINMENT (UK), INC., a Delaware corporation (“Image (UK)” and together with Egami, collectively, “Guarantors”).

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