Exhibit 4.2


 


TRADEMARK SECURITY AGREEMENT


 


This TRADEMARK SECURITY AGREEMENT (this
“Agreement”) is dated as of March 30, 2018, and is between CINEDIGM ENTERTAINMENT, 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:


 


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.


 


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”).


 


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.


 


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.


 




     


     


    

  


Recordation


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


 


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]


 




    	 	2	 



     


    

  


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 ENTERTAINMENT, CORP.
	 	 	 
	 	By:	/s/ Gary S. Loffredo
	 	 	Name: Gary S. Loffredo
	 	 	Title: Senior Vice President and Secretary


 




    	 	3	 



     


    

  


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


 




    	 	4	 



     


    

  


SCHEDULE
a


TRADEMARK SECURITY
AGREEMENT


TRADEMARKS:


 


	
        DOCURAMA

        
	 	
        RN: 4710761

        SN: 86227358

         
	 	
        March 20, 2014

         
	 	
        March 31, 2015

         
	 	
        Cinedigm Entertainment Corp.

(New York Corp.)
	 	(Int'l Class: 41)

provision of non-downloadable films, shows and movies via a video-on-demand service, featuring, movies, television programs and clips in the fields of comedy, drama, action, variety, adventure, sports, musicals, current events and entertainment news, documentary and animation	 	
        Registered

        March 31, 2015

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        DOCURAMA

         
	 	
        RN: 2723312

        SN: 76297101

         
	 	
        August 7, 2001

         
	 	
        June 10, 2003

         
	 	
        Cinedigm Entertainment, Corp.

(New York Corp.)
	 	(Int'l Class: 35)

online retail stores and wholesale stores featuring videos and dvd's	 	
        Renewed

        June 10, 2013

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        DOCURAMA

        
	 	
        RN: 3444021

        SN: 77188472

         
	 	
        May 23, 2007

         
	 	
        June 10, 2008

         
	 	
        Cinedigm Entertainment, Corp.

(New York Corp.) 
	 	
        (Int'l Class: 41)

rental of videos and dvd's; motion picture film production for theatrical distribution and publishing of videos and dvd's 
	 	
        Registered 8 & 15

        May 22, 2014

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        EVERYTHING ELSE IS PURE FICTION

         
	 	
        RN: 2761077

        SN: 76405134

         
	 	
        May 10, 2002

         
	 	
        September 9, 2003

         
	 	
        Cinedigm Entertainment, Corp.

(New York Corp.)
	 	
        (Int'l Class: 35)

        computerized on-line ordering services featuring dvd's; wholesale ordering services featuring dvd's

         
	 	
        Renewed

        September 9, 2013

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        FLATIRON FILM COMPANY

         

        

         
	 	
        RN: 3932071

        SN: 77862410

         
	 	
        November 2, 2009

         
	 	
        March 15, 2011

         
	 	Cinedigm Entertainment, Corp.	 	
        (Int'l Class: 41)

motion picture film production; production of television programs
	 	
        Registered

        March 15, 2011

         

	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        NEW VIDEO

         
	 	
        RN: 2733929

        SN: 76297100

         
	 	
        August 7, 2001

         
	 	
        July 8, 2003

         
	 	Cinedigm Entertainment, Corp.	 	(Int'l Class: 35)

[ online retail stores and wholesale stores featuring videos and dvds ]

(Int'l Class: 41)

rental of videos and dvds; motion picture film production for theatrical distribution; production and distribution of television programs via broadcast and cable networks; and publishing of videos and dvds	 	
        Renewed

        July 8, 2013

         



 




    	 	5