exhibitpromissorynotenew






                              PROMISSORY NOTE   Lender:  Bison Global Investment SPC for and on Behalf of  Global Investment SPC-Bison Global No. 1 SP                 New York, New York  Principal Amount:  US $10,000,000.00                        July 20, 2018         FOR VALUE RECEIVED, the undersigned, Cinedigm Corp. (the “Borrower”), hereby  promises  to  pay  to  the  each of Bison Global Investment SPC for and on Behalf of Global  Investment SPC-Bison Global No. 1 SP (the “Lender”) the Principal Amount set forth above,  or, if less, the aggregate unpaid principal amount of all Loan (as defined in the Loan Agreement  referred to below) of the Lender to the Borrower, payable at such times and in such amounts  as are specified in the Loan Agreement.         The Borrower promises to pay interest on the unpaid principal amount of the Loan from  the  date  made  until  such  principal  amount  is  paid  in  full,  payable  at such times and at the  interest rate set forth in Section 2.7 of the Loan Agreement. Demand, diligence,  presentment,  protest and notice of non-payment and protest are hereby waived by the Borrower.          Both  principal  and  interest  are  payable  in  Dollars  to  the  Lender  to  such  account  maintained by Lender in the United States of America or by such other means to such other  address in the United States of America as the Lender shall have notified the Borrower in writing  in immediately available funds.         This Note is entitled to the benefits of, the Term Loan Agreement, dated as of  July __,  2018 (as the same may be amended, restated, supplemented or otherwise modified from time  to  time,  the  “Loan  Agreement”),  between  the  Borrower and the Lender and the other Loan  Documents executed in connection therewith. Capitalized terms used herein without definition  are used as defined in the Loan Agreement.         The Loan Agreement,  among other  things, (a) provides  for the making of a Loan by  the Lender to the Borrower in an aggregate amount equal  to  the  Principal  Amount  set  forth  above,  the  indebtedness  of  the Borrower  resulting  from  such  Loan being  evidenced  by  this  Note, and (b) contains provisions for acceleration of the maturity of the unpaid principal amount  of this Note upon the happening of certain stated events and also for prepayments on account  of  the principal hereof prior  to the maturity hereof upon  the  terms  and conditions  specified  therein.          This Note is a Loan Document, is entitled to the benefits of the Loan Documents and  is  subject  to  certain  provisions  of  the  Loan  Agreement,  including  Sections  1.4  (Interpretation), 8.11(a) (Submission to Jurisdiction) and 8.12 (Waiver of Jury Trial) thereof.          This Note shall be governed by, and construed and interpreted in accordance with, the  law of the State of New York.         Any term of this Note may be amended, and the observance of any term of this Note may  





 






be waived (either generally or in a particular instance and either retroactively or prospectively)  only by the written consent of the Lender.         All notices, requests, consents and other communications required or permitted hereunder  shall be in writing (including telecopy or similar writing) and shall be sent to the address of the  party and in the manner set forth in the Loan Agreement.         No failure or delay on the part of the Lender hereof in the exercise of any power, right or  privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of  any such power, right or privilege preclude other or further exercise thereof or of any other right,  power  or  privilege.   All  rights  and  remedies  existing  hereunder  are  cumulative  to,  and  not  exclusive of, any rights or remedies otherwise available.         In  no  event  shall  the  amount  paid  or  agreed  to  be  paid  to  the  Lender  for  the  use  or  forbearance of money to be advanced hereunder exceed the highest lawful rate permissible under  the then applicable usury laws.  If it is hereafter determined by a court of competent jurisdiction  that the interest payable hereunder is in excess of the amount which the Lender may legally collect  under the then applicable usury laws, such amount which would be excessive interest shall be  applied to the payment of the unpaid principal balance due hereunder and not to the payment of  interest.         Every provision of this Note is intended to be severable. If any term or provision hereof  is declared by a court of competent jurisdiction to be illegal or invalid, such illegal or invalid term  or provision shall not affect the balance of the terms and provisions hereof, which terms and  provisions shall remain binding and enforceable.                        [Remainder of page left intentionally blank]