0001362310-08-000506 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • February 6th, 2008 • Image Entertainment Inc • Services-allied to motion picture production • Delaware

This Amendment No. 3 to Rights Agreement (this “Amendment”) is entered into as of February 2, 2008 (to become effective on the date set forth in Section 5.0 of this Amendment), between Image Entertainment, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a Delaware corporation, as Rights Agent (the “Rights Agent”), and amends the Rights Agreement dated as of October 31, 2005, between the Company and the Rights Agent, as amended by Amendment No. 1 to the Rights Agreement dated as of March 29, 2007 and Amendment No. 2 to the Rights Agreement dated as of June 25, 2007 (the “Rights Agreement”).

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February 5, 2008 BTP Acquisition Company, LLC IEAC, Inc. 10100 Santa Monica Boulevard, Suite 1259 Los Angeles, California 90067 Attention: Susan Tregub, Esq. CT1 Holdings, LLC 10100 Santa Monica Boulevard, Suite 1259 Los Angeles, California 90067...
Merger Agreement • February 6th, 2008 • Image Entertainment Inc • Services-allied to motion picture production

Re: Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2007, among Image Entertainment, Inc., BTP Acquisition Company, LLC and IEAC, Inc. (“Merger Agreement”)

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