CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2013 AMONG CINEDIGM CORP. AS THE BORROWER, SOCIÉTÉ GÉNÉRALE, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT AND THE LENDERS PARTY HERETO, SG AMERICAS SECURITIES, LLC AS LEAD ARRANGER AND BOOKRUNNERCredit Agreement • October 23rd, 2013 • Cinedigm Corp. • Services-business services, nec • New York
This CREDIT AGREEMENT dated as of October 17, 2013, is entered into among CINEDIGM CORP., a Delaware corporation (the “Borrower”), the Lenders, and SOCIÉTÉ GÉNÉRALE (“SG”), as Administrative Agent and Collateral Agent.
COMMON STOCK PURCHASE AGREEMENT among CINEDIGM CORP. and THE PURCHASERS REFERRED TO HEREIN October 17, 2013Common Stock Purchase Agreement • October 23rd, 2013 • Cinedigm Corp. • Services-business services, nec • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of October 17, 2013, by and among Cinedigm Corp., a Delaware corporation (the “Company”), and each purchaser listed on Schedule 1 attached hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • October 23rd, 2013 • Cinedigm Corp. • Services-business services, nec • New York
THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of October 20, 2013, is made by and among CINEDIGM CORP., a Delaware corporation (the “Borrower”), the other Loan Parties signatory hereto, certain Subsidiaries of the Borrower that may become party hereto from time to time pursuant to Section 10.13, and SOCIÉTÉ GÉNÉRALE, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between Cinedigm Entertainment Holdings, LLC and Gaiam Americas, Inc. Dated as of October 17, 2013Membership Interest Purchase Agreement • October 23rd, 2013 • Cinedigm Corp. • Services-business services, nec • New York
This Membership Interest Purchase Agreement (this “Agreement”), dated as of October 17, 2013 (the “Effective Date”), is by and between (i) Cinedigm Entertainment Holdings, LLC, a Delaware limited liability company (“Purchaser”); (ii) Gaiam Americas, Inc., a Colorado corporation (“Seller”); and (iii) solely for purposes of Article 2, Article 8 and Article 9, Gaiam, Inc., a Colorado corporation (“Gaiam”), and Cinedigm Corp., a Delaware corporation (“Cinedigm”). Each of Purchaser and Seller are sometimes referred to herein as a “Party,” and both of them are sometimes referred to herein as the “Parties.”
GUARANTY AGREEMENTGuaranty Agreement • October 23rd, 2013 • Cinedigm Corp. • Services-business services, nec • New York
THIS GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of October 17, 2013, 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 SOCIÉTÉ GÉNÉRALE, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
SECURITIES PURCHASE AGREEMENT among CINEDIGM CORP. and THE PURCHASERS REFERRED TO HEREIN October 17, 2013Securities Purchase Agreement • October 23rd, 2013 • Cinedigm Corp. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2013, by and among Cinedigm Corp., a Delaware corporation (the “Company”), and each purchaser listed on Schedule 1 attached hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF SUBORDINATED NOTESubordinated Note • October 23rd, 2013 • Cinedigm Corp. • Services-business services, nec • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), DATED AS OF OCTOBER __, 2013 AMONG CINEDIGM CORP., SOCIÉTÉ GÉNÉRALE, IN ITS CAPACITY AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE SENIOR LENDERS FROM TIME TO TIME PARTY TO THE SENIOR CREDIT AGREEMENT (AS THEREIN DEFINED) (INCLUDING ANY SUCCESSOR ADMINISTRATIVE AGENT AND COLLATERAL AGENT UNDER THE SENIOR CREDIT AGREEMENT), AND THE OTHER PERSONS SIGNATORIES HERETO AS HOLDERS OF SUBORDINATED NOTES; AND EACH HOLDER OF THIS THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE TERMS AND PROVISIONS OF THE INTERCREDITOR AGREEMENT.
COMMON STOCK PURCHASE WARRANT To Purchase [_______] Shares of Class A Common Stock of CINEDIGM CORP.Security Agreement • October 23rd, 2013 • Cinedigm Corp. • Services-business services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ (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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on October __, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cinedigm Corp., a Delaware corporation (the “Company”), up to [_______] 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(b).
