TRADEMARK SECURITY AGREEMENT
Exhibit 4.1
This TRADEMARK SECURITY AGREEMENT (this “Agreement”) is dated as of March 30, 2018, and is between CINEDIGM CORP., a Delaware corporation (the “Grantor”) and East West Bank (the “Bank”).
WITNESSETH:
WHEREAS pursuant to the terms of that certain Loan, Guaranty and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Grantor, as borrower, the other parties from time to time party thereto (collectively, the “Loan Parties”) and the Bank, the Bank has agreed to extend credit and make certain financial accommodations to the Loan Parties;
WHEREAS the Loan Parties contemplate and intend that the Bank shall have all rights of a secured party in and to the Trademark Collateral and any proceeds thereof, including, without limitation, if an Event of Default (as defined in the Loan Agreement) shall occur and be continuing, the right to exercise its remedies under the Loan Agreement in connection with all of the Grantor’s right, title and interest in the Trademark Collateral; and
WHEREAS pursuant to the Loan Agreement, the Grantor is required to execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Grantor agrees as follows:
| Section 1. | Defined Terms |
Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.
| Section 2. | Grant of Security Interest in Trademarks |
The Grantor hereby grants to the Bank a security interest in all of its right, title and interest in, to and under the Trademarks, including the Trademarks listed in Schedule A, in each case whether now owned or hereafter acquired (collectively, the “Trademark Collateral”).
| Section 3. | Security for Obligations |
This Agreement secures, and the Trademark Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of all Secured Obligations.
| Section 4. | Security Agreement |
The security interests granted pursuant to this Agreement are granted in conjunction with the security interests granted to the Bank pursuant to the Loan Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Bank with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Loan Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any irreconcilable conflict between the terms of this Agreement and the terms of the Loan Agreement, the terms of the Loan Agreement shall control.
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| Section 5. | Recordation |
The Grantor hereby authorizes and requests that the Commissioner for Trademarks and any other applicable United States government officer record this Agreement.
| Section 6. | Miscellaneous |
This Agreement shall be governed by, and construed in accordance with the laws of the State of California.
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.
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IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the date first set forth above.
| GRANTOR: | |
| CINEDIGM CORP. |
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: Xxxx X. Xxxxxxxx | ||
| Title: Executive Vice President – Business Affairs, General Counsel and Secretary |
(Signature Page to Trademark Security Agreement)
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| BANK: | |
| EAST WEST BANK |
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx xxxxx | ||
| Title: FVP |
(Signature Page to Trademark Security Agreement)
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SCHEDULE a
TRADEMARK SECURITY AGREEMENT
TRADEMARKS:
| Xxxx/Name | App. No./Reg. No. |
App. Date | Reg. Date | Owner/Designations | Full Goods/Services | Status/Status Date | ||||||
|
C and Design
|
SN: 85923267
|
May 3, 2013
|
|
Cinedigm
Corp. (Delaware Corp.) |
(Int'l Class: 38) audio, video and multimedia broadcasting via the internet and other communications networks; webcasting services; transmission of messages, data and content via the internet and other communications networks; providing online forums and chat rooms for the transmission of messages, comments and multimedia content among users in the field of general interest via the internet and other communications networks; transmission of electronic media, multimedia content, videos, movies, pictures, images, text, photos, user-generated content, audio content, and information via the internet and other communications networks; streaming of audiovisual and multimedia content via the internet; transmission and delivery of audiovisual and multimedia content via the internet; video-on-demand transmission services |
Allowed - Intent to Use 5th Extension of Time
Granted
| ||||||
|
C and Design
 |
SN: 85923230
|
May 3, 2013
|
|
Cinedigm
Corp. (Delaware Corp.) |
(Int'l Class: 09) pre-recorded cds and dvds featuring drama, comedy, action and adventure movies and music; pre-recorded cinematographic film, video cassettes and video discs featuring entertainment in the nature of motion picture productions; computer software in the field of entertainment for the purpose of managing data content and movie files and to assist in the transmission and display of digital content |
Allowed - Intent to Use 5th Extension of Time
Granted
|
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| Xxxx/Name | App. No./Reg. No. |
App. Date | Reg. Date | Owner/Designations | Full Goods/Services | Status/Status Date | ||||||
|
C and Design
|
SN: 85923296
|
May 3, 2013
|
|
Cinedigm Corp.
|
(Int'l Class: 42) providing managed technical services, namely, monitoring the telecommunications, digital projection, and computer systems of others for technical purposes and providing back-up computer programs and facilities; providing a website featuring non-downloadable software that enables a community of users to post, search, watch, share, critique, rate, and comment on, videos and other multimedia content via the internet and other communications networks; design and development of computer software |
Allowed - Intent to Use 5th Extension of Time
Granted
| ||||||
|
C and Design
|
SN: 85923280
|
May 3, 2013
|
|
Cinedigm
Corp. (Delaware Corp.) |
(Int'l Class: 39) storage of electronic media, namely, images, text and audio data |
Allowed - Intent to Use 5th Extension of Time Granted June 7, 2016 | ||||||
|
CINEDIGM and Design
|
RN: 3934877
|
December 4, 2008
|
March 22, 2011
|
Cinedigm Corp. |
(Int'l Class: 39) storage of electronic media, namely, images, text and audio data (Int'l Class: 41) entertainment services, namely, distribution of motion pictures, sporting events, television programming, television short segments featuring news and information about sports, cartoons, concerts, and plays by satellite, telephone lines, cable, fiber optics, and the internet; leasing of digital cinema projection systems (Int'l Class: 42) providing managed technical services, namely, monitoring the telecommunications, digital projection, and computer systems of others for technical purposes and providing back-up computer programs and facilities |
Registered
|
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| Xxxx/Name | App. No./Reg. No. |
App. Date | Reg. Date | Owner/Designations | Full Goods/Services | Status/Status Date | ||||||
|
CINEDIGM
 |
RN: 3934870
|
November 20, 2008
|
March 22, 2011
|
Cinedigm
Corp. (Delaware Corp.) |
(Int'l Class: 39) storage of electronic media, namely, images, text and audio data (Int'l Class: 41) entertainment services, namely, distribution of motion pictures, sporting events, television programming, television short segments featuring news and information about sports, cartoons, concerts, and plays, by satellite, telephone lines, cable, fiber optics, and internet; leasing of digital cinema projection systems (Int'l Class: 42) providing managed technical services, namely, monitoring the telecommunications, digital projection, and computer systems of others for technical purposes and providing back-up computer programs and facilities |
Registered
| ||||||
|
CINELIVE
 |
RN: 3830073
|
November 19, 2008
|
August 10, 2010
|
Cinedigm
Corp. (Delaware Corp.) |
(Int'l Class: 41) |
Registered
| ||||||
|
INDIEDIRECT
 |
RN: 4220565
|
August 18, 2011
|
October 9, 2012
|
Cinedigm
Corp. (Delaware Corp.) |
(Int'l Class: 35)
|
Registered
|
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| Xxxx/Name | App. No./Reg. No. |
App. Date | Reg. Date | Owner/Designations | Full Goods/Services | Status/Status Date | ||||||
|
TCC
 |
RN: 4118439
|
August 9, 2011
|
March 27, 2012
|
Cinedigm
Corp. (Delaware Corp.) |
(Int'l Class: 09)
|
Registered
| ||||||
|
C and Design
|
RN: 4867456
|
May 3, 2013
|
December 8, 2015
|
Cinedigm
Digital Cinema Corp. (Delaware Corp.) |
(Int'l Class: 35)
|
Registered
| ||||||
|
C and Design
|
SN: 85923286
|
May 3, 2013
|
|
Cinedigm Digital Cinema Corp.
|
(Int'l Class: 41) entertainment services in the nature of providing information on current and future movie offerings via a global computer network; motion picture film production; movie studios; production of video discs for others; television show production; distribution of motion pictures, sporting event television programs, television programs, television short segments featuring news and information about sports, cartoons, concerts, and plays, by digital means including satellite, telephone lines, cable, fiber optics, and internet; leasing of digital cinema projection systems; entertainment and educational services, namely, providing temporary use of non-downloadable movies and television shows featuring documentary, comedy, science-fiction, animated, drama, romantic, independent film, foreign films via a video-on-demand service, and providing information, reviews, and recommendations regarding movies and television shows; providing a website featuring non-downloadable television shows, movies and multimedia presentations featuring documentary, comedy, science-fiction, animated, drama, romantic, independent film, foreign films; providing a website featuring entertainment information, reviews, and recommendations regarding television shows, movies, and multimedia content |
Allowed - Intent to Use 3rd Extension of Time
Granted
|
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