Exhibit 10.1


 





EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT (the “Agreement”)
is dated June 24, 2020, by and between Cinedigm Corp., a Delaware corporation (the “Company”), BlueMountain
Global Volatility Master Fund L.P., a Cayman Islands exempted limited partnership (“BMGV”), BlueMountain Logan Opportunities
Master Fund L.P., a Cayman Islands exempted limited partnership (“BMLO”), Blue Mountain Credit Alternatives Master
Fund L.P., a Cayman Islands exempted limited partnership (“BMCA”), BlueMountain Montenvers Master Fund SCA SICAV-SIF,
a Luxembourg corporate partnership limited by shares (“BMMF”), and BlueMountain Foinaven Master Fund L.P., a Cayman
Islands exempted limited partnership (“BMFV” and, collectively with BMGV, BMLO, BMCA, and BMMF, the “Holders”
and each, a “Holder”).


 


RECITALS:


 


WHEREAS, the Holders hold an aggregate of
$827,027.16 principal amount (the “Notes”) of the Company’s second lien secured notes (“Second
Lien Notes”) pursuant to the Company’s Second Lien Loan Agreement dated as of July 14, 2016 among the Company,
Cortland Capital Market Services LLC, as Agent (the “Agent”), and the lenders party thereto, as amended to date
(the “Second Lien Loan Agreement”) as set forth on Schedule A attached hereto;


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement, the Company and the Holders desire to exchange the Holders’ Notes for,
as set forth on Schedule A attached hereto, an aggregate of 329,501 shares (the “Shares”) of Class A
common stock of the Company, par value $0.001 per share (the “Common Stock”).


 


NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each Holder hereby agree as follows:


 


ARTICLE
I



DEFINITIONS


 


1.1            
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings
set forth in this Section 1.1:


 


“Additional Shares”
has the meaning ascribed thereto in Section 5.5.


 


“Affiliate”
has the meaning ascribed thereto in Rule 405 promulgated under the Securities Act.


 


“Agent” has
the meaning ascribed thereto in the recitals.


 


“Board of Directors”
means the board of directors of the Company.


 


“Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which
banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 






     


     


    

 


“Certificate of Incorporation”
means the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended to date.


 


“Closing” means
the closing of the Exchange pursuant to Article 2.


 


“Closing Date”
means the date of this Agreement, or such other date as is mutually agreed by the Company and the Holder.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock”
has the meaning ascribed thereto in the recitals.


 


“Company 2019 Balance
Sheet” has the meaning ascribed thereto in Section 3.6.


 


“Company Consolidated
Financial Statements” has the meaning ascribed thereto in Section 3.6.


 


“Electronic Delivery”
has the meaning ascribed thereto in Section 6.2.


 


“Exchange”
means the exchange of the Notes for the Shares.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“GAAP” has
the meaning ascribed thereto in Section 3.6.


 


“Material Adverse Effect”
means an event that results in or causes a material adverse change in any of (a) the condition (financial or otherwise), business,
performance, operations or property of the Company and its material subsidiaries, taken as a whole, (b) the ability of any of the
Company to perform its obligations under the Transaction Documents or (c) the validity or enforceability of any Transaction Document
or the rights and remedies of the Holder.


 


“Notes” has
the meaning ascribed thereto in the recitals.


 


“Person” means
an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC Reports”
has the meaning ascribed thereto in Section 3.6.


 






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“Second Lien Loan Agreement”
has the meaning ascribed thereto in the recitals.


 


“Second Lien Notes”
has the meaning ascribed thereto in the recitals.


 


“Securities”
means the Shares and the Additional Shares.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares” has
the meaning ascribed thereto in the recitals.


 


“Shortfall”
has the meaning ascribed thereto in Section 5.5.


 


“Trading Market”
means the primary one of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the New York Stock Exchange, NYSE MKT, the Nasdaq Global Market, the Nasdaq Capital Market, or any other recognized
exchange or automated quotation system (or any successors to any of the foregoing), and which is initially the Nasdaq Global Market.


 


“Transfer Agent”
means American Stock Transfer & Trust Co., the current transfer agent of the Company, and any successor transfer agent of the
Company.


 


“True Up Notice”
has the meaning ascribed thereto in Section 5.5.


 


ARTICLE
II



EXCHANGE


 


2.1             
The Exchange. At the Closing of the Exchange contemplated hereby, the Holders shall surrender to the Agent the Notes
in exchange for the Shares. Upon the Closing Date that is mutually agreed upon by the parties, but not to exceed two (2) Business
Days following the date of this Agreement, the Closing shall occur at the offices of Company Counsel or such other location as
the parties shall mutually agree.


 


2.2             
Interest on Notes. The parties acknowledge that no accrued but unpaid interest on the Notes as of the Closing Date
shall be paid to the Holders in cash, and that the Securities received by the Holders shall constitute full payment of principal
and interest outstanding on such Notes as of the Closing Date. Effective upon the Closing, the Holders shall have no further claim
against the Company, and the Company shall have no further obligation to the Holders, under the Second Lien Loan Agreement.


 


2.3             
Closing Deliveries.


 


(a)              
At the Closing, the Company shall deliver or cause to be delivered to the Holders the following:


 


(i)                
this Agreement duly executed by the Company; and


 






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(ii)             
 irrevocable instructions to the Transfer Agent to effect a DWAC delivery of the Shares required to be issued under Section
2.1, to the account of each Holder’s nominee as previously indicated by the Holders.


 


(b)              
At the Closing, the Holders shall deliver or cause to be delivered to the Company, the following:


 


(i)               
this Agreement duly executed by each Holder; and


 


(ii)             
irrevocable instructions to the Agent with respect to the surrender of the Holders’ Notes.


 


2.4             
No Additional Consideration. The Securities shall be issued to the Holders solely in exchange for the surrender of
the Notes by the Holders, and the Holders shall not pay or be required to pay any additional consideration to the Company in order
to effectuate the issuance of the Securities due to the Holders.


 


2.5             
Extinguishment of Notes. It is intended that, upon the consummation of the Exchange, the Notes surrendered hereunder
shall be cancelled and shall be null and void, and any and all rights arising thereunder shall be extinguished.


 


ARTICLE
III



REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


As a material inducement to the Holders
to enter into this Agreement and consummate the Exchange, the Company represents, warrants and covenants with and to the Holders
as follows:


 


3.1             
Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform
its obligations under this Agreement and to complete the Exchange, in accordance with the terms thereof. The execution and delivery
of this Agreement by the Company, and the consummation by the Company of the Exchange, have been duly authorized by all necessary
corporate action by the Company and no further consent or authorization is required. This Agreement has been duly executed and
delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by
federal or state securities laws.


 


3.2              No
Conflict. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the Exchange will not (i) result in a violation of the Certificate of Incorporation, or other organizational document of the
Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or bylaws of the Company or
any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or
any claims or entitlements to the Securities (or other consideration) issuable to the Holders under this Agreement pursuant
to, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, for which a waiver or
consent has not been obtained and is currently in effect, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including foreign, federal and state securities laws) and applicable to the Company or any of its
subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected except, in the
case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a material
adverse effect on the Company or its subsidiaries or on the ability to consummate the transactions contemplated by this
Agreement.


 






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3.3             
Securities Law Exemption. Assuming the accuracy of the representations and warranties of the Holders contained herein,
the offer and issuance by the Company of the Securities as contemplated by this Agreement are exempt from registration under the
Securities Act pursuant to Section 3(a)(9) thereunder. Rule 144(i) under the Securities Act does not apply to the Company, or the
Company is otherwise in full compliance with the tests and standards set forth in Rule 144(i)(2) as of the date of this Agreement.


 


3.4             
Issuance of Securities. Upon issuance of the Securities in accordance with the terms of this Agreement, the Securities
will be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances (including,
for the avoidance of doubt, any claims or entitlements of others pursuant to the Second Lien Loan Agreement) and shall not be subject
to any preemptive, participation, rights of first refusal and other similar rights.


 


3.5             
No Integrated Offering. Except as contemplated by this Agreement and in connection with the exchange, if any, of
Second Lien Notes held by other holders thereof, the Company has not sold or issued, nor will sell or issue any securities that
would be integrated with the offering of the Securities contemplated by this Agreement pursuant to the Securities Act and the rules
and regulations or the interpretations thereunder of the Commission.


 


3.6             
SEC Reports; Financial Statements.


 


The Company has timely filed, or cured any
defect relating to timely filing, all registration statements, forms, reports, definitive proxy statements, schedules and other
documents and filings required to be filed by it under the Securities Act or the Exchange Act, as the case may be (the “SEC
Reports”) since January 1, 2019. None of the Company’s subsidiaries is required to file periodic reports with the
Commission pursuant to the Exchange Act. Each SEC Report (i) as of the time it was filed (or if subsequently amended, when amended),
complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii)
did not, at the time it was filed (or if subsequently amended or superseded by an amendment or other SEC Report, then, on the date
of such subsequent filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not
misleading.


 






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The Company’s consolidated
financial statements (including, in each case, any notes thereto) contained in the Company’s Annual Report on Form 10-K
for the fiscal year ended March 31, 2019 (the “Company Consolidated Financial Statements”) were prepared
in accordance with generally accepted accounting principles as in effect in the United States of America
(“GAAP”), applied on a consistent basis throughout the periods indicated (except as may be indicated in
the notes thereto or as may have been required by regulatory accounting principles applicable to the Company or, in the case
of interim consolidated financial statements, where information and footnotes contained in such financial statements are not
required to be in compliance with GAAP), and in each case such Company Consolidated Financial Statements fairly presented, in
all material respects, the consolidated financial position, results of operations, cash flows and shareholders’ equity
of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods covered
thereby (subject, in the case of unaudited financial statements, to normal year-end adjustments which were not and which are
not expected to be, individually or in the aggregate, material to the Company and its consolidated subsidiaries taken as a
whole).


 


Except as set forth in the SEC Reports,
including without limitation, the risk factors contained therein, and except as and to the extent set forth on the consolidated
balance sheet of the Company as of March 31, 2019 (the “Company 2019 Balance Sheet”), between March 31, 2019
and the date hereof neither the Company nor any of its consolidated subsidiaries has incurred any debts, liabilities or obligations
(whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) of a nature that would be required
to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP consistently applied, except for liabilities
or obligations (i) that, in the aggregate, are adequately provided for in the Company 2019 Balance Sheet, or (ii) incurred in the
ordinary course of business between March 31, 2019 and the date hereof that would not, individually or in the aggregate, have any
material adverse effect on (x) the business, financial condition, results of operations or assets of the Company and its subsidiaries
taken as a whole, or (y) the ability of the Company to consummate the transactions contemplated by this Agreement.


 


3.7             
Exchange Act Registration, Trading Market.


 


The Common Stock is registered pursuant
to Section 12(b) of the Exchange Act and is listed on the Trading Market, and other than as disclosed in the SEC Reports, the Company
has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange
Act or delisting the Common Stock from the Trading Market, nor has the Company received any notification that the Securities and
Exchange Commission or the Trading Market is contemplating terminating such registration or listing.


 


3.8             
Proceedings. The Company knows of no proceedings relating to the Second Lien Notes that are pending or threatened
before any court, arbitrator or administrative or governmental body that would adversely affect the completion of the Exchange.


 


3.9             
Absence of Broker’s Fees. Neither the Company nor any of its officers or directors has retained or authorized
any investment banker, broker, finder or other intermediary to act on behalf of the Company or incurred any liability for any banker’s,
broker’s or finder’s fees or commissions in connection with the Exchange.


 






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3.10         
 Offer to Other Parties. Occurring on or about the date of this Agreement, the Company has extended an offer to the
other lenders party to the Second Lien Loan Agreement on substantially the same terms as those set forth in this Agreement.


 


ARTICLE
IV



REPRESENTATIONS AND WARRANTIES OF the holders


 


As a material inducement to the Company
to enter into this Agreement and consummate the Exchange, each Holder represents, warrants and covenants, on behalf of itself and
no other Holder, with and to the Company as follows:


 


4.1             
Authorization and Binding Obligation. The Holder has the requisite legal capacity, power and authority to enter into,
and perform is obligations under, this Agreement. Each of the execution, delivery and performance of this Agreement by the Holder,
and the consummation by the Holder of the Exchange, have been duly authorized by all requisite corporate action on the part of
the Holder, as applicable, and no further consent or authorization is required. This Agreement has been duly authorized, executed
and delivered by such Holder, and constitutes the legal, valid and binding obligations of such Holder, enforceable against such
Holder in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by
federal or state securities laws.


 


4.2             
Beneficial Owner.


 


   (a)              
The Holder owns, beneficially and of record, good and marketable title to Notes being exchanged pursuant to this Agreement,
free and clear of any taxes or encumbrances; and at the Closing, the Holder will surrender to the Agent, on behalf of the Company,
good and marketable title to such Notes in their entirety, free and clear of any security interests, liens, adverse claims, taxes
or encumbrances.


 


   (b)              
The Holder is not, and has not been for the preceding three months, an Affiliate of the Company. The Holder has beneficially
owned Notes having the principal amount set forth opposite such Holder’s name on Schedule A, fully paid, for at least
one year as of the date hereof.


 


4.3             
Experience of Investor. The Holder, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the Exchange, and has
evaluated the merits and risks thereof. Such Holder is able to bear the economic risk of an investment in the Securities and, at
the present time, is able to afford a complete loss of such investment. The Holder qualifies as an accredited investor as defined
in Rule 501 of the Securities Act and/or a qualified institutional buyer as defined in Rule 144A of the Securities Act.


 


4.4              Disclosure
of Information. The Holder has access to and has reviewed the Company’s SEC Reports, including the “Risk
Factors” contained therein. The Holder has had the opportunity to ask questions of and receive answers from the Company
regarding the Company, its business and the terms and conditions of the offering of the Securities.


 






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4.5             
Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities”
as that term is defined under Rule 144 of the Securities Act and have not been registered under the Securities Act or any applicable
state securities law, and may not be resold without registration under the Securities Act or the existence of an exemption therefrom.
The Holder represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed
thereby and by the Securities Act. The Holder agrees and acknowledges that, in connection with the transfer of any portion of,
or all of, the Securities, the Company may require the Holder to provide the Company an opinion of counsel selected by the Holder
and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.


 


4.6          
Legends. Except as set forth in Section 5.3 hereof, the Holder agrees to the imprinting of a legend on the Securities,
or certificates evidencing such securities, in substantially the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY
A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


4.7         
Proceedings. The Holder knows of no proceedings relating to the Second Lien Notes that are pending or threatened
before any court, arbitrator or administrative or governmental body that would adversely affect the completion of the Exchange.


 


4.8         Tax
Consequences. The Holder acknowledges that the Exchange may involve tax consequences to such Holder, and that the
contents of this Agreement do not contain tax advice. Such Holder acknowledges that it has not relied and will not rely upon
the Company or any other Holder with respect to any tax consequences related to the Exchange. The Holder assumes full
responsibility for all such consequences and for the preparation and filing of any tax returns and elections which may or
must be filed in connection with its beneficial ownership of the Notes or the Securities, or the Exchange.


 






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4.9             
Absence of Broker’s Fees. Neither the Holder nor any of its officers, directors, partners, managers or similar
Persons has retained or authorized any investment banker, broker, finder or other intermediary to act on behalf of such Holder
or incurred any liability for any banker’s, broker’s or finder’s fees or commissions in connection with the Exchange.


 


4.10         
Reliance on Exemptions. The Holder understands that the Securities are being offered and exchanged in reliance on
specific exemptions from the registration requirements of United States federal and state securities laws, and that the Company
is relying in part upon the truth and accuracy of, and the Holder’s representations, and compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability
of such exemptions and the eligibility of the Holder to acquire the Securities.


 


ARTICLE
V



COVENANTS AND OTHER AGREEMENTS


 


5.1             
Holding Period. For the purposes of Rule 144, the Company acknowledges that each Holder’s holding period of
the Notes may be tacked onto the holding period of the Securities, and the Company agrees not to take a position contrary to this
Section 5.1.


 


5.2             
Acceptance of Holder’s Counsel’s Rule 144 Opinion. The Company covenants that it shall give specific
authorization to the Transfer Agent and its legal counsel that the Transfer Agent may accept a Holder’s legal counsel’s
Rule 144 opinion with regard to sale of the Securities, in accordance with and subject to the review process in the last sentence
of this Section 5.2, as long as such Holder holds any of the Securities; provided that the Transfer Agent shall be instructed to
contact the Company for approval of all opinions before giving effect to the removal of any restrictive legends therefrom. The
Company shall be allowed two (2) Business Days to review an opinion and if no objection is affirmatively raised then the Company’s
approval shall be deemed given.


 


5.3             
Removal of Restrictive Legends. Notwithstanding Section 4.6 hereof, Securities may be issued or reissued, as applicable,
without a restrictive legend as follows:


 


  (a)              
the Shares shall be issued at Closing, and the Additional Shares, if any, shall be issued in accordance with Section 5.5,
without any restrictive legend, based on the available tacking of the holding period under Section 5.1 of the Notes, in reliance
on representations made by the Holders in Section 4 hereof; and


 


  (b)              
the Holders represent that with respect to Securities, if a Holder subsequently becomes an Affiliate of the Company, the
Holder will submit any Securities then held by such Holder that are not at such time marked with a restrictive legend relating
to transfers under the Securities Act, to the Company for legending.


  



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5.4             
 Restrictions on Resale of Securities.


 


   (a)              
Holder covenants that, during the period commencing on the date hereof and ending on and including the thirtieth (30th)
day after the date of this Agreement (the “Restricted Period”), neither the Holder, nor any of its Affiliates,
collectively, will sell, in sales pursuant to Rule 144 or pursuant to an effective registration statement, more than an aggregate
of Securities on any trading day (the “Measurement Day”) equal to 20% of the 30-day average trading volume of the Common
Stock on the Trading Market ending on the trading day immediately preceding the Measurement Day (the “Restricted Amount”).


 


   (b)              
Notwithstanding anything herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell
or transfer all, or any part, of the Securities to any Person (an “Assignee”) without complying with (or otherwise
being limited by) the restrictions set forth in this Section 5.4; provided, that as a condition to any such sale or transfer, an
authorized signatory of the Company and such Assignee duly execute and deliver an agreement in a form satisfactory to the Company
pursuant to which (i) the Assignee becomes subject to the restrictions set forth in Section 5.4(a) and (ii) sales by the Holder
and its Affiliates and all Assignees and their Affiliates shall be aggregated for all purposes of this Section 5.4.


 


5.5             
True Up of Shares. The parties acknowledge that it is the intent of the Holders to use the Shares to recognize the
value of the Notes being surrendered. Accordingly, promptly after the Holders sell all of the Shares, the Holders shall provide
written notice (the “True Up Notice”) to the Company of the details of any such sales, including the numbers
of Shares sold, the dates on which such Shares were sold, the sale prices received for the Shares, the gross proceeds of such sales,
and if applicable, the allocation of Additional Shares (defined below) among the Holders. If the gross proceeds from such are less
than $757,846.34 (the difference between the gross proceeds and $757,846.34 is referred to as the “Shortfall”),
the Company within five (5) Business Days of receipt of True Up Notice, (x) shall pay or cause to be paid to the Holders up to
an aggregate maximum of $50,000.00 of such Shortfall in cash, and (y), with respect to any balance of the Shortfall remaining after
the cash payment referred to in the foregoing clause (x), shall issue or cause to be issued to the Holders such additional number
of shares of Common Stock not to exceed, together with the Shares, 1,000,000 shares (the “Additional Shares”)
equal in value, based on the closing price of the Common Stock as reported by the Trading Market on the last trading day preceding
the date of the True Up Notice, to such balance of the Shortfall. In connection with the sales of Securities referenced in this
Section 5.5, the Holders agree to use their best efforts to sell in an orderly fashion, taking into consideration the trading volume
and price of the Common Stock on the Trading Market.


 


5.6              Indemnification.
The Company agrees to indemnify each Holder, and each of their respective directors, officers, members, managers, advisors,
employees, affiliates, agents, attorneys, accountants, consultants and controlling persons, and to hold each such person
harmless from and against all losses, claims, damages, liabilities and expenses, joint or several, which any such person or
entity may incur relating to any breach of a representation, warranty or covenant by the Company hereunder, or arising out of
any of the matters referred to in the Agreement, the Exchange or any related transaction, or any claim, litigation,
investigation or proceeding relating to any of the foregoing (any of the foregoing, a “Proceeding”), and to
reimburse each of such indemnified parties upon demand for their reasonable legal or other expenses incurred in connection
with any of the foregoing.


 






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ARTICLE
VI



MISCELLANEOUS


 


6.1             
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City and County of New York, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


6.2              Counterparts;
Signatures. This Agreement may be executed simultaneously in two or more counterparts, including both counterparts that
are executed on paper and counterparts that are in the form of electronic records and are executed electronically, any one of
which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one
and the same Agreement. This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such
delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement
or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof
delivered in person. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to
the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related
to lack of authenticity. An electronic signature means any electronic sound, symbol or process attached to or logically
associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or
e-mail electronic signatures. The parties acknowledge and agree that electronic records and electronic signatures, as well as
facsimile signatures, may be used in connection with the execution of this Agreement and any future agreement in connection
with this Agreement and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so-called
pdf format shall be legal and binding and shall have the same full force and effect as if a paper original of this Agreement
or any future agreement in connection with this Agreement had been delivered and had been signed using a handwritten
signature. The parties (a) agree that an electronic signature, whether digital or encrypted, of a party to this Agreement or
to any future agreements in connection with this Agreement is intended to authenticate this writing and to have the same
force and effect as a manual signature, (b) intend to be bound by the signatures (whether original, facsimiled or electronic)
on any document sent or delivered by facsimile, electronic mail or other electronic means, (c) are aware that the other
party(ies) will rely on such signatures, and (d) waive any defenses to the enforcement of the terms of this Agreement and any
future agreement in connection with this Agreement based on the foregoing forms of signature. If this Agreement or any future
agreement in connection with this Agreement have been executed by electronic signature, all parties executing this Agreement
are expressly consenting under the Electronic Signatures in Global and National Commerce Act ("E-SIGN"), and
Uniform Electronic Transactions Act ("UETA"), that a signature by facsimile, email or other electronic means shall
constitute an electronic signature to an electronic record under both E-SIGN and UETA with respect to this specific
transaction.


 






    11


     


    

 


6.3             
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.


 


6.4             
Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


6.5             
Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holders,
the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement
contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth
herein, neither the Company nor any Holder makes any representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be amended other than by an instrument in writing signed by the Parties, and any amendment to
this Agreement made in conformity with the provisions of this Section shall be binding upon the parties. No provision hereof may
be waived other than by an instrument in writing signed by the party against whom enforcement is sought.


 






    12


     


    

 


6.6             
 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the
Securities.


 


6.7             
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms
of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one (1) Business Day after deposit with an overnight courier service, in each
case properly addressed to the party to receive the same. The addresses for such communications shall be:


 


If to the Company:


 


Cinedigm Corp.


237 west 35th Street, Suite 605


New York, NY 10001


Telephone: (212) 206-8600


Facsimile: (212) 598-4895


Attention: General Counsel


Email: gloffredo@cinedigm.com


 


With a copy to:


 


Kelley Drye & Warren LLP


101 Park Avenue


New York, New York 10178


Telephone: (212) 808-7800


Facsimile: (212) 808-7897


Attention: Jonathan K. Cooperman, Esq.


Email: jcooperman@kelleydrye.com


 


If to a Holder, to the address set forth for such
Holder on such Holder’s signature page.


 


6.8           
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written
consent of a majority of the Holders. Except as set forth in Section 5.4(b) hereof, no Holder may assign this Agreement or any
rights or obligations hereunder without the consent of the Company.


 


6.9           
Construction.


 


The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied
against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation
or warranty.


 






    13


     


    

 



 


For purposes of this Agreement, whenever
the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the
feminine and neutral genders; the feminine gender shall include the masculine and neutral genders; and the neutral gender
shall include the masculine and feminine genders.


 


Each and every reference to share prices and
shares of Common Stock in this Agreement shall be subject to adjustment for reverse and forward stock splits, stock dividends,
stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


[signature pages follow]


 



     


     


    

 


IN WITNESS WHEREOF, the Holders and
the Company have caused their respective signature pages to this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	CINEDIGM
    CORP.
	 	 
	 	By:	/s/
    Gary S. Loffredo
	 	 	Name:	Gary
    S. Loffredo
	 	 	Title:	Chief
    Operating Officer




 


[Signature Page to Exchange Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 
	 	BlueMountain
    Global Volatility Master Fund L.P.
	 	By:	BlueMountain
    Capital Management, LLC, its investment manager
	 	 
	 	By:	/s/
    Richard Horne
	 	 	Name:
	 	 	Title:
	 	 
	 	 	Address:
	 	 	280 Park Avenue, 12th floor      	   
	 	 	New York, NY 10017	 
	 	 	 	 




 


For Issuance of Shares:


 


Registered Name: BlueMountain Global Volatility Master Fund
L.P.


 


Address:


	280 Park Avenue	 
	New York, NY 10017	 




 


Federal Tax ID: 43-2098588


 


[Signature Page to Exchange Agreement]


 



     


     


    

 


	 	HOLDER:
	 	 
	 	BlueMountain
    Logan Opportunities Master Fund L.P.
	 	By:
    BlueMountain Capital Management, LLC, its investment manager 
	 	 
	 	By:	/s/
    Richard Horne
	 	 	Name:
	 	 	Title:
	 	 
	 	 	Address:
	 	 	280
    Park Avenue, 12th floor       	 
	 	 	New
    York, NY 10017	 
	 	 	                   	 




 


For Issuance of Shares:


 


Registered Name: BlueMountain Logan Opportunities Master Fund
L.P.


 


Address:


	280 Park Avenue	 
	New York, NY 10017	 


 


Federal Tax ID: 98-1209299


 


[Signature Page to Exchange Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 
	 	BlueMountain
    Credit Alternatives Master Fund L.P.
	 	By:
    BlueMountain Capital Management, LLC, its investment manager
	 	 
	 	By:	/s/
    Richard Horne
	 	 	Name:
	 	 	Title:
	 	 
	 	 	Address:
	 	 	280
    Park Avenue, 12th floor 	 
	 	 	New
    York, NY 10017 	 
	 	 	 	 




 


For Issuance of Shares:


 


Registered Name: BlueMountain Credit Alternatives Master Fund
L.P.


 


Address:


	280 Park Avenue	 
	New York, NY 10017	 


 


Federal Tax ID: 98-0406591


 


[Signature Page to Exchange Agreement]


 



     


     


    

 



  


		HOLDER:



 





	 	BlueMountain Montenvers Master Fund SCA SICAV-SIF
	 	By: BlueMountain Capital Management, LLC, its investment manager
	 	 
	 	By:	/s/
    Richard Horne
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Address:
	 	 	280 Park Avenue, 12th floor	 
	 	 	New York, NY 10017	 
	 	 	 	 


  


For Issuance of Shares:


 


Registered Name: BlueMountain Montenvers Master Fund SCA SICAV-SIF


 


Address:





	280 Park Avenue	 
	New York, NY 10017	 


  


Federal Tax ID: 98-1093881


 


[Signature Page to Exchange Agreement]


 



    


     


    




 


 


 


	 	HOLDER:
	 	 
	 	BlueMountain Foinaven Master Fund L.P.
	 	By: BlueMountain Capital Management, LLC, its investment manager
	 	 
	 	 
	 	By:	/s/ Richard
    Horne
	 	 	Name:
	 	 	Title:
	 	 
	 	 	Address:
	 	 	280 Park Avenue, 12th floor	 
	 	 	New York, NY 10017	 
	 	 	 	 



 


For Issuance of Shares:


 


Registered Name: BlueMountain Foinaven Master Fund L.P.


 


Address:





	280 Park Avenue	 
	New York, NY 10017	 


  


Federal Tax ID: 98-1231054


 


[Signature Page to Exchange Agreement]


 



    


     


    




 


SCHEDULE A


  


	
         

        Holder
	Principal 

Amount of 

Second Lien

 Notes to be

 surrendered	Accrued

 and unpaid 

cash

 Interest	Accrued

 and unpaid 

PIK 

Interest	Total Number

 of Shares to be

 Issued 
	BlueMountain Global Volatility Master Fund L.P.	
        $64,980.71

          
	$365.52	$814.97	25,890
	BlueMountain Logan Opportunities Master Fund L.P.	
        $31,308.88

          
	$176.11	$392.67	12,474
	Blue Mountain Credit Alternatives Master Fund L.P.	
        $622,042.58

          
	$3,498.99	$7,801.45	247,830
	BlueMountain Montenvers Master Fund SCA SICAV-SIF	
        $62,027.03

          
	$348.90	$777.92	24,713
	BlueMountain Foinaven Master Fund L.P.	
        $46,667.96

          
	$262.51	$585.29	18,594
	Total	$827,027.16	$4,652.03	$10,372.30	329,501