COMMON STOCK PURCHASE WARRANTCinedigm Corp. • July 19th, 2016 • Services-video tape rental • New York
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, First Bank & Trust as Custodian of the Ronald L. Chez IRA #1073 (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, in accordance with the vesting provisions of Section 2(b) hereof and on or prior to the close of business on July 13, 2023 (the "Termination Date") but not thereafter, to subscribe for and purchase from Cinedigm Corp., a Delaware corporation (the "Company"), up to 200,000 shares (the "Warrant Shares") of the Company's Class A Common Stock, par value $0.001 per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c). This Warrant is issued to Holder pursuant to Amendment No. 1, dated as of July 14, 2016 ("Amendment No. 1"), to the Settlement Agreement, dated as of July 30, 2015, by and among th
AMENDMENT NO. 1 to SETTLEMENT AGREEMENTSettlement Agreement • July 19th, 2016 • Cinedigm Corp. • Services-video tape rental
This AMENDMENT NO. 1 to SETTLEMENT AGREEMENT (this "Amendment"), is made as of July 14, 2016 to the Settlement Agreement, dated as of July 30, 2015 (the "Settlement Agreement"), by and among Cinedigm Corp., a Delaware corporation (the "Company"), Ronald L. Chez, an individual ("Mr. Chez"), the Chez Family Foundation, an Illinois trust (the "Foundation" and, together with Mr. Chez, "Chez"), Sabra Investments, LP, a Delaware limited partnership (the "Fund"), Sabra Capital Partners, LLC, an Illinois limited liability company (the "General Partner" and, together with the Fund, "Sabra"), and Zvi Rhine, an individual ("Rhine").
GUARANTY AGREEMENTGuaranty Agreement • July 19th, 2016 • Cinedigm Corp. • Services-video tape rental • New York
THIS GUARANTY AGREEMENT (this "Guaranty Agreement"), dated as of July 14, 2016, by each of the signatories hereto and each of the other entities which becomes a party hereto pursuant to Section 23 hereof (each of such signatories and other entities, a "Guarantor" and collectively, the "Guarantors"), in favor of Cortland Capital Market Services LLC, as administrative agent for the Lenders (as defined below) and collateral agent for the Secured Parties (as defined in the Loan Agreement) (collectively in such capacities, the "Agent") for its benefit and the benefit of the Secured Parties.
ContractCinedigm Corp. • July 19th, 2016 • Services-video tape rental
THIS SUPPLEMENT NO. 1, dated as of July 14, 2016 (this "Supplement"), to the Guaranty Agreement (as defined below), by DOCURAMA, LLC, a Delaware limited liability company ("Docurama"), DOVE FAMILY CHANNEL, LLC, a Delaware limited liability company ("Dove"), CINEDIGM OTT HOLDINGS, LLC, a Delaware limited liability company ("OTT"), and CINEDIGM PRODUCTIONS, LLC, a Delaware limited liability company ("Productions" and together with Docurama, Dove, and OTT, the "New Guarantors" and each, a "New Guarantor") in favor of SOCIÉTÉ GÉNÉRALE, as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent") for the benefit of the Lenders (as defined below).
SECOND LIEN LOAN AGREEMENT DATED AS OF JULY 14, 2016Second Lien Loan Agreement • July 19th, 2016 • Cinedigm Corp. • Services-video tape rental • New York
This SECOND LIEN LOAN AGREEMENT (this "Agreement") dated as of July 14, 2016 (the "Execution Date"), is entered into among CINEDIGM CORP., a Delaware corporation (the "Borrower"), the lenders from time to time a party hereto (collectively, the "Lenders"), and Cortland Capital Market Services LLC, a Delaware limited liability company ("Cortland"), solely in its capacity as administrative agent for the Lenders and collateral agent for the Secured Parties (defined below) (collectively in such capacities, together with its successors and assigns in such capacities, the "Agent").
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • July 19th, 2016 • Cinedigm Corp. • Services-video tape rental • New York
THIS SECOND LIEN SECURITY AGREEMENT, dated as of July 14, 2016 (as amended, restated, supplemented, replaced or otherwise modified from time to time, this "Security Agreement"), is made by and among CINEDIGM CORP., a Delaware corporation (the "Company"), the other Obligors signatory hereto, certain Subsidiaries of the Company that may become party hereto from time to time pursuant to Section 10.13 (collectively, the "Subsidiary Grantors"), and Cortland Capital Market Services LLC ("Cortland"), as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the Secured Parties (as defined below).
AMENDMENT NO. 4 AND CONSENTConsent, Agreement and Affirmation • July 19th, 2016 • Cinedigm Corp. • Services-video tape rental • New York
AMENDMENT NO. 4 AND CONSENT (this "Amendment and Consent"), dated as of July 14, 2016, among CINEDIGM CORP., a Delaware corporation (the "Borrower"), the Lenders party hereto, and SOCIÉTÉ GÉNÉRALE, as administrative agent (the "Administrative Agent") under the Credit Agreement referred to below.
Christopher McGurk c/o Cinedigm Corp 9100 Wilshire Boulevard 400W Beverly Hills, CA 90212Cinedigm Corp. • July 19th, 2016 • Services-video tape rental
This letter sets forth our agreement that I will make a $500,000.00 loan to Cinedigm Corp., a Delaware corporation ("Cinedigm") as a Lender under that certain Second Lien Loan Agreement, dated as of July 14, 2016 among Cinedigm, as the Borrower, Cortland Capital Market Services LLC, as Agent and the Lenders party thereto (the "Second Lien Loan Agreement"), in return for which you will issue to me a Loan (as defined therein) in such amount and the contemporaneous issuance of 49,000 shares of the Company's Class A Common Stock, par value $0.001 per share, which shall be valued for all purposes at the closing bid price thereof as reported by NASDAQ immediately preceding the execution and delivery of this letter agreement (the "Closing Price"). This commitment letter supersedes a similar letter executed earlier today. Capitalized terms used without definition are used as defined in the Second Lien Loan Agreement.
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 19th, 2016 • Cinedigm Corp. • Services-video tape rental • New York
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of July 14, 2016 (as amended, restated, supplemented, replaced or otherwise modified from time to time, this "Security Agreement"), is made by and among CINEDIGM CORP., a Delaware corporation (the "Company"), the other Loan Parties signatory hereto, certain Subsidiaries of the Company that may become party hereto from time to time pursuant to Section 10.13 (collectively, the "Subsidiary Grantors"), and CIT BANK, N.A., as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the Secured Parties (as defined below).
PLEDGE AGREEMENTPledge Agreement • July 19th, 2016 • Cinedigm Corp. • Services-video tape rental • New York
This Pledge Agreement dated as of July 14, 2016 (this "Pledge Agreement") is by and among Cinedigm Corp., a Delaware corporation (the "Borrower"), ADM Cinema Corporation (d/b/a the Pavilion Theatre), a Delaware corporation ("ADM"); Vistachiara Productions Inc. (d/b/a The Bigger Picture) a Delaware corporation ("VPI"); Vistachiara Entertainment, Inc. a Delaware corporation ("VEI"); Cinedigm Entertainment Corp. a New York corporation ("CEC"); Cinedigm Entertainment Holdings, LLC, a Delaware limited liability company ("CEH"); Cinedigm Home Entertainment, LLC, a Delaware limited liability company ("CHE"); Docurama, LLC, a Delaware limited liability company ("Docurama"); Dove Family Channel, LLC, a Delaware limited liability company ("Dove"); Cinedigm OTT Holdings, LLC, a Delaware limited liability company; ("OTT"), Cinedigm Productions, LLC, a Delaware limited liability company ("Productions", and together with the Borrower, ADM, VPI, VEI, CEC, CEH, CHE, Docurama, Dove and OTT, the "Pledgo
