Exhibit 4.1


 


TRADEMARK SECURITY AGREEMENT


 


This TRADEMARK SECURITY
AGREEMENT (this “Agreement”) is dated as of March 30, 2018, and is between CINEDIGM CORP., a Delaware corporation
(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 Trademark 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 Trademark 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 Trademarks



 


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


 


		Section
                              3.	Security for Obligations



 


This Agreement secures,
and the Trademark 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 Trademark 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.


 




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		Section
                              5.	Recordation



 


The Grantor hereby authorizes
and requests that the Commissioner for Trademarks 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.


 


[remainder
of this page intentionally left blank]


 




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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 CORP.


 


	 	By:	/s/ Gary S. Loffredo
	 	 	Name: Gary S. Loffredo
	 	 	Title: Executive Vice President – Business Affairs, General Counsel and Secretary


 


(Signature Page to Trademark Security Agreement)


 




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	 	BANK:
	 	 
	 	EAST WEST BANK


 


	 	By: 	/s/ Everardo Gomez
	 	 	Name: Everardo gomez
	 	 	Title: FVP


 


(Signature Page to Trademark Security Agreement)


 




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SCHEDULE
a


TRADEMARK
SECURITY AGREEMENT


TRADEMARKS:


 


	Mark/Name	 	App. No./Reg.

No.	 	App. Date	 	Reg. Date	 	Owner/Designations	 	Full Goods/Services	 	Status/Status Date
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        C and Design

         

         
	 	
        SN: 85923267

         
	 	
        May 3, 2013

         
	 	
         

         
	 	Cinedigm
Corp.

(Delaware Corp.)	 	(Int'l Class: 38)

audio, video and multimedia broadcasting via the internet and other communications networks; webcasting services; transmission of messages, data and content via the internet and other communications networks; providing online forums and chat rooms for the transmission of messages, comments and multimedia content among users in the field of general interest via the internet and other communications networks; transmission of electronic media, multimedia content, videos, movies, pictures, images, text, photos, user-generated content, audio content, and information via the internet and other communications networks; streaming of audiovisual and multimedia content via the internet; transmission and delivery of audiovisual and multimedia content via the internet; video-on-demand transmission services	 	
        Allowed - Intent to Use 5th Extension of Time
        Granted

        June 7, 2016

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        C and Design

         
	 	
        SN: 85923230

         
	 	
        May 3, 2013

         
	 	
         

         
	 	Cinedigm
Corp.

(Delaware Corp.)	 	(Int'l Class: 09)

pre-recorded cds and dvds featuring drama, comedy, action and adventure movies and music; pre-recorded cinematographic film, video cassettes and video discs featuring entertainment in the nature of motion picture productions; computer software in the field of entertainment for the purpose of managing data content and movie files and to assist in the transmission and display of digital content	 	
        Allowed - Intent to Use 5th Extension of Time
        Granted

        May 27, 2016

         




 






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	Mark/Name	 	App. No./Reg.

No.	 	App. Date	 	Reg. Date	 	Owner/Designations	 	Full Goods/Services	 	Status/Status Date
	
        C and Design

         
	 	
        SN: 85923296

         
	 	
        May 3, 2013

         
	 	
         

         
	 	
        Cinedigm Corp.

        (Delaware Corp.)

         
	 	(Int'l Class: 42)

providing managed technical services, namely, monitoring the telecommunications, digital projection, and computer systems of others for technical purposes and providing back-up computer programs and facilities; providing a website featuring non-downloadable software that enables a community of users to post, search, watch, share, critique, rate, and comment on, videos and other multimedia content via the internet and other communications networks; design and development of computer software	 	
        Allowed - Intent to Use 5th Extension of Time
        Granted

        June 7, 2016

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        C and Design

         
	 	
        SN: 85923280

         
	 	
        May 3, 2013

         
	 	
         

         
	 	Cinedigm
Corp.

(Delaware Corp.)	 	(Int'l Class: 39)

storage of electronic media, namely, images, text and audio data	 	Allowed - Intent to Use 5th Extension of Time Granted

June 7, 2016
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        CINEDIGM and Design

         

         
	 	
        RN: 3934877

        SN: 77626690

         
	 	
        December 4, 2008

         
	 	
        March 22, 2011

         
	 	
        Cinedigm Corp.

(Delaware Corp.)
	 	(Int'l Class: 39)

storage of electronic media, namely, images, text and audio data

(Int'l Class: 41)

entertainment services, namely, distribution of motion pictures, sporting events, television programming, television short segments featuring news and information about sports, cartoons, concerts, and plays by satellite, telephone lines, cable, fiber optics, and the internet; leasing of digital cinema projection systems

(Int'l Class: 42)

providing managed technical services, namely, monitoring the telecommunications, digital projection, and computer systems of others for technical purposes and providing back-up computer programs and facilities	 	
        Registered

        March 22, 2011

         




 






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	Mark/Name	 	App. No./Reg.

No.	 	App. Date	 	Reg. Date	 	Owner/Designations	 	Full Goods/Services	 	Status/Status Date
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        CINEDIGM

         
	 	
        RN: 3934870

        SN: 77618952

         
	 	
        November 20, 2008

         
	 	
        March 22, 2011

         
	 	Cinedigm
Corp.

(Delaware Corp.)	 	(Int'l Class: 39)

storage of electronic media, namely, images, text and audio data

(Int'l Class: 41)

entertainment services, namely, distribution of motion pictures, sporting events, television programming, television short segments featuring news and information about sports, cartoons, concerts, and plays, by satellite, telephone lines, cable, fiber optics, and internet; leasing of digital cinema projection systems

(Int'l Class: 42)

providing managed technical services, namely, monitoring the telecommunications, digital projection, and computer systems of others for technical purposes and providing back-up computer programs and facilities	 	
        Registered

        March 22, 2011

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        CINELIVE

         
	 	
        RN: 3830073

        SN: 77617358

         
	 	
        November 19, 2008

         
	 	
        August 10, 2010

         
	 	Cinedigm
Corp.

(Delaware Corp.)	 	
        (Int'l Class: 41)

        entertainment in the nature of presentation of live performances by a musical group, live sporting events, live show performances

        
	 	
        Registered

        August 10, 2010

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        INDIEDIRECT

         
	 	
        RN: 4220565

        SN: 85401202

         
	 	
        August 18, 2011

         
	 	
        October 9, 2012

         
	 	Cinedigm
Corp.

(Delaware Corp.)	 	
        (Int'l Class: 35)

        providing management services in the field of film distribution

         
	 	
        Registered

        October 9, 2012

         




 






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	Mark/Name	 	App. No./Reg.

No.	 	App. Date	 	Reg. Date	 	Owner/Designations	 	Full Goods/Services	 	Status/Status Date
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        TCC

         
	 	
        RN: 4118439

        SN: 85393086

         
	 	
        August 9, 2011

         
	 	
        March 27, 2012

         
	 	Cinedigm
Corp.

(Delaware Corp.)	 	
        (Int'l Class: 09)

        computer software in the field of entertainment for the purpose of managing data content and movie files and to assist in the transmission
        and display of movies

         
	 	
        Registered

        March 27, 2012

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        C and Design

         
	 	
        RN: 4867456

        SN: 85923259

         
	 	
        May 3, 2013

         
	 	
        December 8, 2015

         
	 	Cinedigm
Digital Cinema Corp.

(Delaware Corp.)	 	
        (Int'l Class: 35)

        distributorships in the field of pre-recorded video cassettes and audio recordings and dvds; on-line ordering services featuring
        pre-recorded video cassettes and audio recordings and dvds

         
	 	
        Registered

        December 8, 2015

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        C and Design

         
	 	
        SN: 85923286

         
	 	
        May 3, 2013

         
	 	
         

         
	 	
        Cinedigm Digital Cinema Corp.

        (Delaware Corp.)

         
	 	(Int'l Class: 41)

entertainment services in the nature of providing information on current and future movie offerings via a global computer network; motion picture film production; movie studios; production of video discs for others; television show production; distribution of motion pictures, sporting event television programs, television programs, television short segments featuring news and information about sports, cartoons, concerts, and plays, by digital means including satellite, telephone lines, cable, fiber optics, and internet; leasing of digital cinema projection systems; entertainment and educational services, namely, providing temporary use of non-downloadable movies and television shows featuring documentary, comedy, science-fiction, animated, drama, romantic, independent film, foreign films via a video-on-demand service, and providing information, reviews, and recommendations regarding movies and television shows; providing a website featuring non-downloadable television shows, movies and multimedia presentations featuring documentary, comedy, science-fiction, animated, drama, romantic, independent film, foreign films; providing a website featuring entertainment information, reviews, and recommendations regarding television shows, movies, and multimedia content	 	
        Allowed - Intent to Use 3rd Extension of Time
        Granted

        December 4, 2015

         



 








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