EXHIBIT 10.2


 


EXECUTION COPY


 


STOCKHOLDER SUPPORT AGREEMENT


 


STOCKHOLDER SUPPORT AGREEMENT, dated as April
2, 2012 (this “Agreement”), among RLJ ACQUISITION, INC., a Nevada corporation (“RLJ”), and
each of the stockholders whose names appear on the signature pages of this Agreement (each, a “Stockholder”
and, collectively, the “Stockholders”).


 


WHEREAS, as of the date hereof and except
as noted on Exhibit A hereto, each Stockholder represents and warrants to RLJ that it owns of record and beneficially
and has good, valid and marketable title to, free and clear of any lien, pledge, proxy, voting restriction, limitation on disposition,
adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to this Agreement, and has the sole power
to vote and full right, power and authority to sell, transfer and deliver, the number of shares of common stock, par value $0.0001
per share (“Company Common Stock”), of Image Entertainment, Inc., a Delaware corporation (the “Company”),
as set forth opposite such Stockholder’s name on Exhibit A hereto (all such shares of Company Common Stock and
any shares of Company Common Stock of which ownership of record or the power to vote is hereafter acquired by the Stockholders
prior to the termination of this Agreement being referred to herein as the “Shares”); and


 


WHEREAS, RLJ and the Company propose to enter
into, simultaneously herewith, an Agreement and Plan of Merger (the “Merger Agreement”; terms used but not defined
in this Agreement shall have the meanings ascribed to them in the Merger Agreement), a draft of which has been made available to
each Stockholder, which provides, among other things, that, upon the terms and subject to the conditions thereof, Image Sub will
be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned
subsidiary of Holdings.


 


NOW, THEREFORE, in consideration of the foregoing
and of the mutual covenants and agreements contained herein and in the Merger Agreement, and intending to be legally bound hereby,
the Stockholders hereby agree as follows:


 


1.  Agreement to Vote.
Each Stockholder, by this Agreement, with respect to its Shares, hereby agrees (and agrees to execute such documents or certificates
evidencing such agreement as RLJ may reasonably request) to vote, at any meeting of the stockholders of the Company, and in any
action by written consent of the stockholders of the Company, all of such Stockholder’s Shares (i) in favor of the approval
and adoption of the Merger Agreement and approval of the Merger and all other transactions contemplated by the Merger Agreement
and this Agreement, (ii) against any action, agreement or transaction (other than the Merger Agreement or the transactions
contemplated thereby) or proposal (including any Competing Transaction) that would result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions
to the Company’s obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter
necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders
of the Company. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.


 



    	 



    	 



    

 


2.  Transfer of Shares.
Each Stockholder agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law),
lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, (b) deposit
any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect
thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking
with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition
of any Shares or (d) take any action that would make any representation or warranty of such Stockholder herein untrue or incorrect
in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder.


 


3.  No Solicitation of
Transactions. None of the Stockholders shall, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit,
initiate or encourage the submission of, any Competing Transaction or (b) participate in any discussions or negotiations regarding,
or furnish to any person, any information with respect to, or otherwise cooperate in any way with respect to, or assist or participate
in, facilitate or encourage, any unsolicited proposal that constitutes, or may reasonably be expected to lead to, a Superior Proposal.
Each Stockholder shall, and shall direct or cause its representatives and agents to, immediately cease and cause to be terminated
any discussions or negotiations with any parties that may be ongoing with respect to any Competing Transaction. Each Stockholder
shall promptly advise RLJ orally and in writing of (a) any Competing Transaction or any request for information with respect
to any Competing Transaction, received by such Stockholder, the material terms and conditions of such Competing Transaction or
request and the identity of the person making such Competing Transaction or request and (b) any changes in any such Competing
Transaction or request. No provision of this Agreement shall prevent or restrict in any manner an officer, director or employee
of Image from performing his or her fiduciary duty to Impala and its stockholders.


 


4.  Information for Joint
Proxy Statement; Disclosure. Each Stockholder represents and warrants to RLJ that none of the information relating to such
Stockholder and its affiliates provided by or on behalf of such Stockholder or its affiliates for inclusion in the Joint Proxy
Statement will, at the respective times the Joint Proxy Statement is filed with the SEC or is first published, sent or given to
Stockholders of the Company, contain any untrue statement of material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Each Stockholder authorizes and agrees to permit RLJ to publish and disclose in the Joint Proxy Statement and related filings under
the securities laws such Stockholder’s identity and ownership of Shares and the nature of its commitments, arrangements and
understandings under this Agreement and any other information required by applicable Law.


 


5.  Termination. This
Agreement and the obligations of the Stockholders under this Agreement shall automatically terminate upon the earliest of (i) the
Image Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms. Nothing in this Section 5
shall relieve any party of liability for any breach of this Agreement occurring prior to termination.


 



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6.  Miscellaneous.
(a) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated
hereby are consummated.


 


(b)          All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at their addresses as specified on the signature pages of this Agreement.


 


(c)          If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible.


 


(d)          This
Agreement and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to
the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise),
except that RLJ may assign all or any of its rights and obligations hereunder to any affiliate of RLJ, provided that no
such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations.


 


(e)          This
Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.


 


(f)          The
parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.


 


(g)          This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed
in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and
determined exclusively in any Delaware Chancery Court. The parties hereto hereby (i) submit to the exclusive jurisdiction
of the Delaware Chancery Court for the purpose of any Action arising out of or relating to this Agreement brought by any party
hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any
claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that
this Agreement or the Transactions may not be enforced in or by any of the above-named courts.


 



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(h)          This
Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.


 


(i)          At
the request of RLJ, in the case of any Stockholder, or at the request of the Stockholders, in the case of RLJ, and without further
consideration, each party shall execute and deliver or cause to be executed and delivered such additional documents and instruments
and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this
Agreement.


 


(j)          Each
of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury
with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement, the Merger Agreement
or the transactions contemplated hereby or thereby. Each of the parties hereto (i) certifies that no representative, agent
or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation,
seek to enforce that foregoing waiver and (ii) acknowledges that it and the other hereto have been induced to enter into this
Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications
in this Paragraph (j).


 


[Signature pages follow]


 



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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	 	RLJ ACQUISITION, INC.
	 	 
	 	/s/ H. Van Sinclair
	 	Name:  H. Van Sinclair
	 	Title: Chief Executive Officer


 


[Signatures continue on next page]


 


Signature Page to Stockholder Support
Agreement


 



    	 



    	 



    

 


	 	STOCKHOLDERS:
	 	 
	 	JH Partners Evergreen Fund, L.P.
	 	 	 
	 	By:  JH Evergreen Management, LLC
	 	 	Its:  General Partner
	 	 	 
	 	By:	/s/ R. Todd Forrest
	 	 	Name: R. Todd Forrest
	 	 	Title: Chief Financial Officer
	 	 	 
	 	c/o JH Partners, LLC
	 	451 Jackson Street
	 	San Francisco, CA  94111
	 	Telephone:  415-364-0300
	 	Facsimile:  415-364-0333
	 	 	 
	 	JH Investment Partners III, L.P.
	 	 	 
	 	By:  JH Evergreen Management, LLC
	 	 	Its:  General Partner
	 	 	 
	 	By:	/s/ R. Todd Forrest
	 	 	Name: R. Todd Forrest
	 	 	Title: Chief Financial Officer
	 	 	 
	 	c/o JH Partners, LLC
	 	451 Jackson Street
	 	San Francisco, CA  94111
	 	Telephone:  415-364-0300
	 	Facsimile:  415-364-0333


 


Signature Page to Stockholder Support
Agreement


 



    	 



    	 



    

 


	 	JH Investment Partners GP Fund III, LLC
	 	 	 
	 	By:  JH Evergreen Management, LLC
	 	 	Its:  Manager
	 	 	 
	 	By:	/s/ R. Todd Forrest
	 	 	Name: R. Todd Forrest
	 	 	Title: Chief Financial Officer
	 	 	 
	 	c/o JH Partners, LLC
	 	451 Jackson Street
	 	San Francisco, CA  94111
	 	Telephone:  415-364-0300
	 	Facsimile:  415-364-0333


 


Signature Page to Stockholder Support
Agreement


 



    	 



    	 



    

 


EXHIBIT A


 


LIST OF STOCKHOLDERS


 


	Name of Stockholder	 	Number of Shares of Company
 Common Stock Owned
 Beneficially and of Record	 
	 	 	 	 
	JH PARTNERS EVERGREEN FUND, LP	 	 	149,795,403	 
	JH INVESTMENT PARTNERS III, LP	 	 	17,866,505	 
	JH INVESTMENT PARTNERS GP FUND III, LLC	 	 	8,206,792