STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT ("Agreement") is made and entered into this 27th day of June,
1996, by and between MARTIN W. GREENWALD, an individual ("Greenwald"), and IMAGE
ENTERTAINMENT, INC., a California corporation (the "Company").
A. On January 12, 1995, Company's Board of Directors (the "Board") authorized the repurchase of up to one
million shares of the Company's common stock, no par value (the "Common Stock"), which repurchase program
was publicly announced in a January 16, 1995 press release.
B. On January 26, 1995, the Company entered into a stock purchase agreement with Kyle Kirkland, a director
of the Company, pursuant to which the Company purchased 60,000 shares of restricted Common Stock, at a
purchase price of $7.4375 per share (the "Kirkland Agreement").
C. On January 26, 1995, the Company entered into a warrant purchase agreement with Dana Messina, pursuant
to which the Company purchased 14,000 warrants exercisable at $2.50 per share, at a purchase price of
$7.4375 per share (the "Messina Agreement").
D. The $7.4375 per share purchase price set forth in the Kirkland Agreement and the Messina Agreement was
established by the Board with reference to the prices at which the Company was buying back Common Stock in
the open market under its announced repurchase program.
E. On July 12, 1995, the Company entered into a stock purchase agreement with Stuart Segall, a director of the
Company, pursuant to which the Company purchased 137,000 shares of restricted Common Stock, at a
purchase price of $6.5625 per share (the "Segall Agreement").
F. The $6.5625 share price set forth in the Segall Agreement was established by the Board and was substantially
the same discount to market as the per share purchase price applicable under the Kirkland Agreement.
G. On June 27, 1996, the Board of Directors met to discuss an offer by Greenwald to sell the Company
approximately 138,000 shares of common stock held by him and some disco