7,904,340 SHARES CINEDIGM CORP. CLASS A COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2013 • Cinedigm Corp. • Services-business services, nec • New York
As part of the transactions described under the heading “Pending Acquisition” in the Time of Sale Disclosure Package (as defined below), pursuant to a Membership Interest Purchase Agreement (the “MIPA”) dated as of October 17, 2013, among the Company and the sole member of Target (“Tg”), the Company intends to acquire all of the issued and outstanding membership interests of Tg (the “Acquisition”) in consideration in part for 666,978 shares of Common Stock (the “Acquisition Shares”). In addition, concurrently with the offering of the Securities contemplated hereby, the Company expects to issue in one or more securities purchase agreements (collectively, the “Private Placement Agreement”) in a private placement (the “Private Placement”) up to $5,000,000 in aggregate principal amount of subordinated notes, up to $2,000,000 in shares of Common Stock and warrants to purchase up to 1,500,000 shares of Common Stock (collectively, the “Private Placement Securities”).
