STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT ("Agreement") is made and entered into this 26th day of
January, 1995, by and between KYLE KIRKLAND, an individual ("Kirkland"), and IMAGE
ENTERTAINMENT, INC., a California corporation (the "Company").
A. On November 18, 1991, the Company issued a warrant to Dabney Resnick, Inc., formerly Dabney Resnick
& Wagner ("D/R"), in consideration for
investment banking services rendered in connection with the Company's $20 million senior debt financing with
Sun Life Insurance Company of America.
B. On January 7, 1992, D/R transferred a portion of the warrant representing 243,286 stock units to Kirkland.
C. On January 27, 1994, Kirkland effected a cashless exercise of the warrant for 100,000 stock units and
received a net issuance of 67,871 unregistered shares, which such 67,871 unregistered shares Kirkland
subsequently sold under Rule 144.
D. On August 3, 1994, Kirkland effected a cashless exercise of the warrant for 143,286 stock units, the balance
of the stock units covered by the warrant, and received a net issuance of 99,721 unregistered shares, 39,721
shares of which Kirkland sold under Rule 144.
E. On January 12, 1995, the Company's Board of Directors authorized the repurchase of up to one million
shares of the Company's common stock.
F. As of the date hereof, Kirkland owns 60,000 shares, representing the unsold balance of the August 3, 1994
warrant exercise (the "Shares"), and the closing price of the Company's common stock was $7.75.
G. Kirkland desires to sell the Shares to the Company and the Company deems it to be in its best interest to
purchase such Shares, upon the terms and conditions set forth below.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. PURCHASE AND SALE OF THE SHARES. Kirkland hereby sells, assigns, transfers and delivers to the
Company all of the Shares by delivery to the