Exhibit 4.5


 


COPYRIGHT SECURITY AGREEMENT


 


This COPYRIGHT SECURITY
AGREEMENT (this “Agreement”) is dated as of March 30, 2018, and is between Cinedigm Home Entertainment, LLC,
a Delaware limited liability company (the “Grantor”) and East West Bank (the “Bank”).


 


WITNESSETH:


 


WHEREAS
pursuant to the terms of that certain Loan, Guaranty and Security Agreement, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Grantor, as borrower,
the other parties from time to time party thereto (collectively, the “Loan Parties”) and the Bank, the Bank
has agreed to extend credit and make certain financial accommodations to the Loan Parties;


 


WHEREAS the Loan Parties
contemplate and intend that the Bank shall have all rights of a secured party in and to the Copyright Collateral and any proceeds
thereof, including, without limitation, if an Event of Default (as defined in the Loan Agreement) shall occur and be continuing,
the right to exercise its remedies under the Loan Agreement in connection with all of the Grantor’s right, title and interest
in the Copyright Collateral; and


 


WHEREAS
pursuant to the Loan Agreement, the Grantor is required to execute and deliver this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Grantor agrees
as follows:


 


		Section 1.	Defined Terms



 


Unless otherwise defined
herein, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.


 


		Section 2.	Grant of Security Interest in Copyrights



 


The Grantor hereby grants
to the Bank a security interest in all of its right, title and interest in, to and under the Copyrights, including the Copyrights
listed in Schedule A, in each case whether now owned or hereafter acquired (collectively, the “Copyright Collateral”).


 


		Section 3.	Security for Obligations



 


This Agreement secures,
and the Copyright Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of all Secured Obligations.


 


		Section 4.	Security Agreement



 


The security interests
granted pursuant to this Agreement are granted in conjunction with the security interests granted to the Bank pursuant to the Loan
Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Bank with respect to the security
interest in the Copyright Collateral made and granted hereby are more fully set forth in the Loan Agreement, the terms and provisions
of which are incorporated by reference herein as if fully set forth herein. In the event of any irreconcilable conflict between
the terms of this Agreement and the terms of the Loan Agreement, the terms of the Loan Agreement shall control.


 




    	 	 	 



     


    

 


		Section 5.	Recordation



 


The Grantor hereby authorizes
and requests that the Commissioner for Copyrights and any other applicable United States government officer record this Agreement.


 


		Section 6.	Miscellaneous



 


This Agreement shall be
governed by, and construed in accordance with the laws of the State of California.


 


This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single agreement.


 


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IN
WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed and delivered by its duly authorized officer
as of the date first set forth above.


 


	 	GRANTOR:
	 	 
	 	Cinedigm Home Entertainment, LLC


 


	 	By:	/s/ Gary S. Loffredo
	 	 	Name: Gary S. Loffredo
	 	 	Title: Secretary


 


(Signature Page to Copyright Security Agreement)


 




    	 	 	 



     


    

 


	 	BANK:
	 	 
	 	EAST WEST BANK
	 	 	 
	 	By:	/s/ Everardo Gomez
	 	 	Name: Everardo Gomez
	 	 	Title: FVP


 


(Signature Page to Copyright Security Agreement) 


 




    	 	 	 



     


    

 


SCHEDULE
a


COPYRIGHT SECURITY AGREEMENT


COPYRIGHTS: 


 


	Title	 	Registration #	 	Registration

Date	 	Owner
	 	 	 	 	 	 	 
	Ant boy (Certificate of Recordation)	 	
        V9915D846

         

        (Copyright mortgage and assignment)
	 	 	 	
        Party 1:Viva Pictures Distribution, LLC

        Party 2:Cinedigm Home Entertainment
        LLC



 


(Schedule A to Copyright Security Agreement)