PURCHASE AGREEMENT among ACCESS INTEGRATED TECHNOLOGIES, INC. d/b/a Cinedigm Digital Cinema Corp. and THE HOLDERS REFERRED TO HEREIN Dated as of August 11, 2009Purchase Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
This Purchase Agreement (this “Agreement”) is dated as of August 11, 2009, among Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp., a Delaware corporation (the “Purchaser”), and each holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”).
GUARANTEE AND COLLATERAL AGREEMENT made by ACCESS INTEGRATED TECHNOLOGIES, INC., and certain of its Subsidiaries, in favor of SAGEVIEW CAPITAL MASTER, L.P., as Collateral Agent Dated as of August 11, 2009Guarantee and Collateral Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 11, 2009, made by Access Integrated Technologies, Inc. (the “Company”) and each of the Subsidiaries of the Company signatories hereto (together with the Company and any other Subsidiary of the Issuer that may from time to time become a party hereto as provided herein, the “Grantors”) in favor of Sageview Capital Master, L.P., as collateral agent for the holders (the “Holders”) from time to time of the Notes (as defined below) (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
COMMON STOCK PURCHASE WARRANT To Purchase 750,000 Shares of Class A Common Stock of ACCESS INTEGRATED TECHNOLOGIES, INC.Security Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Imperial Capital, LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 11, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on August 11, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Access Integrated Technologies, Inc., a Delaware corporation (the “Company”), up to 750,000 shares (the “Warrant Shares”) of 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(b).
FIFTH AMENDMENTCredit Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
FIFTH AMENDMENT (the “Amendment”), dated as of August 11, 2009 (the “Amendment Date”), with respect to that certain Credit Agreement, dated as of August 1, 2006 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Christie/AIX, Inc., a Delaware corporation (the “Borrower”), the Lenders and General Electric Capital Corporation, a Delaware corporation (“GE Capital”), as the administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
PURCHASE AGREEMENT among ACCESS INTEGRATED TECHNOLOGIES, INC. d/b/a Cinedigm Digital Cinema Corp. and THE HOLDERS REFERRED TO HEREIN Dated as of August 11, 2009Purchase Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
This Purchase Agreement (this “Agreement”) is dated as of August 11, 2009, among Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp., a Delaware corporation (the “Purchaser”), and each holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”).
ACCESS INTEGRATED TECHNOLOGIES, INC. d/b/a CINEDIGM DIGITAL CINEMA CORP. REGISTRATION RIGHTS AGREEMENT Dated as of August 11, 2009Registration Rights Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
ACCESS INTEGRATED TECHNOLOGIES, INC. d/b/a CINEDIGM DIGITAL CINEMA CORP. REGISTRATION RIGHTS AGREEMENT Dated as of August 11, 2009Registration Rights Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered as of August 11, 2009, among Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp., a Delaware corporation (together with any other issuer of Registrable Securities, the “Company”) and Sageview Capital Master, L.P., a Delaware limited partnership (“Sageview,” together with its assignees, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of the 11th day of August 2009, by and between Access Integrated Technologies, Inc., a Delaware Corporation (the "Company"), and Adam M. Mizel (the "Employee").
ContractServices Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO...Warrant Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • Delaware
THIS IS TO CERTIFY THAT, for value received, Sageview Capital Master, L.P., or its registered assigns, is entitled at the times specified herein, to purchase from Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”), up to an aggregate of sixteen million (16,000,000) Warrant Shares (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, including fractional parts, at a purchase price per Warrant Share equal to the Exercise Price (as hereinafter defined), all on the terms and conditions and pursuant to the provisions hereinafter set forth.
SECURITIES PURCHASE AGREEMENT among ACCESS INTEGRATED TECHNOLOGIES, INC. and THE PURCHASERS REFERRED TO HEREIN August 11, 2009Securities Purchase Agreement • August 13th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”), dated as of August 11, 2009, among Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
