Exhibit 10.1


 


**Portions of this exhibit have been omitted
pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to
the registrant if publicly disclosed.


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”)
is made and entered into as of the 17th day of October, 2022, effective as of the 1st day of April, 2023, by and between Cinedigm Corp.,
a Delaware Corporation, 244 Fifth Avenue, Suite M289, New York, NY 10001 (the “Company”), and Christopher J. McGurk, having
an address at 8383 Wilshire Blvd., Suite 400, Beverly Hills, CA 90211 (the “Employee”).


 


WITNESSETH:


 


WHEREAS, the Company and the Employee entered
into an amended and restated employment agreement on December 10, 2020, which expires on March 31, 2023;


 


WHEREAS, the Company desires to continue to
employ the services of the Employee and the Employee desires to continue to be employed by the Company beyond March 31, 2023 upon the
terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereby agree as follows:


 


1.   Employment.


 


(a)   The
Company agrees to employ the Employee, and the Employee agrees to be employed by the Company under the terms of this Agreement, for the
period stated in paragraph 3 hereof and upon the other terms and conditions herein provided.


 


(b)   The
Employee affirms and represents that, other than as provided herein, he is under no obligation to any party that is in any way inconsistent
with, or that imposes material restrictions upon, the Employee’s employment by the Company or the Employee’s responsibilities or
undertakings under this Agreement.


 


2.   Position
and Responsibilities. The Employee shall continue to serve as Chief Executive Officer (“CEO”) and Chairman of the
Board of Directors of the Company (the “Board”). The Employee’s principal place of employment will be located in metropolitan
Los Angeles, California or remotely as agreed by the Employee and the Company. The Employee shall be responsible for such duties as are
commensurate with his office and as may from time to time be reasonably assigned to the Employee by the Board. The Employee shall report
directly to the Board of Directors of the Company. Except as otherwise provided herein, the Employee will devote his substantial full
business time throughout the Term to the services required of him hereunder. The Employee will render his business services to the Company
during the Term and will use his best efforts, judgment and energy to improve and advance the operations, programs, services and interests
of the Company in a manner consistent with the duties of his position. Notwithstanding the foregoing, as long as it does not materially
interfere with the Employee’s employment hereunder, the Employee may participate in educational, welfare, social, religious and
civic organizations. The Employee may serve on additional boards of directors, other than the one he currently holds at IDW Media Holdings,
Inc., only with the approval of the Compensation Committee of the Board (“Committee”), which approval shall not be unreasonably
withheld or delayed.


 






     


     


    

 


3.   Term.
Except as otherwise provided for herein, the term of this Agreement (“the Term”) shall be from April 1, 2023 (the “Effective
Date”) to March 31, 2026. This Agreement shall automatically renew for another one (1) year term, unless either party provides written
notice to the other party no later than ninety (90) days before the expiration of the Term that the party does not wish to renew the Term
of this Agreement. Upon the expiration of the Term, this Agreement, except for the provisions that survive pursuant to this paragraph
3 and paragraphs 8 and 6(c), will have no further force or effect.


 


4.   Compensation,
Reimbursement of Expenses. 


 


(a)   Salary.
For all services rendered by the Employee in any capacity during his employment under this Agreement, including, without limitation, service
as an executive, officer, director, or member of any committee of the Company or of any subsidiary, affiliate, or division thereof, the
Company shall pay the Employee, in accordance with the Company’s normal payroll practices, a salary (“Base Salary”)
at the rate of $650,000 per year commencing with the Effective Date, subject to annual reviews and increases in the sole discretion of
the Committee.


 


(b)   Bonus.
Employee shall be eligible to participate in the Company’s Management Annual Incentive Plan or any amended or successor plan thereto
(“MAIP”). The target bonus shall be $650,000 (each such target bonus for the applicable fiscal year, the “Target Bonus”).
The Employee’s Target Bonus shall be based on Company performance with goals to be established annually by the Compensation Committee
with consultation of the Employee provided that the ultimate decision shall be made by the Compensation Committee in its sole discretion.
Bonuses shall be paid at the same time bonuses are paid to other executives of the Company, which payment shall be during the calendar
year that includes the close of such fiscal year, but no later than August 31st following the fiscal year for which the bonus is earned,
and shall be subject to the terms of the MAIP.


 


(c)   Reimbursement
of Expenses. In accordance with Company policies then in effect, the Company shall pay directly, or reimburse the Employee for,
reasonable travel, entertainment and other business-related expenses incurred by the Employee in the performance of his duties under this
Agreement.


 


(d)   Performance
Share Units. The Employee is a participant in the Company’s 2017 Equity Incentive Plan (“EIP”) and shall be
awarded 500,000 performance share units (“PSUs”) as approved by the Board of Directors. Subject to EBITDA targets to be determined
in the sole and absolute discretion of the Compensation Committee and the Board of Directors, the Employee will also be eligible to receive
shares of Company common stock (“PSU Shares”), subject to the Company’s discretion to pay such award in cash or in stock.
The award described in this paragraph will be subject to the specific terms of separate Notices of Award that will be provided to the
Employee; provided, however, that if ** ($ ** ) in annual fiscal year revenue is achieved between the Effective Date of this Agreement
and March 31, 2026, the Employee shall vest in 100% of any PSUs awarded under this paragraph; and further provided that, in the
event of any conflict between the provisions of this paragraph and the Notices of Award, the provisions of this paragraph shall control.


 






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(e)   Long-Term
Incentive Award. The Employee shall receive an award of 2,500,000 stock appreciation rights (“SARs”) pursuant to the
EIP upon mutual execution of this Agreement. The SARs will have an exercise/strike price equal to the fair market value of the date of
the grant. The SARs granted under this paragraph shall vest as follows: one-third (1/3) on April 1, 2023; one-third (1/3) on April 1,
2024; and one-third (1/3) on April 1, 2025. Any unvested SARs shall immediately vest upon termination following a Change in Control (as
defined in the EIP) or a termination other than for Cause under Section 6 of this Agreement. SARs may be settled by the Company in cash
or shares at the sole and absolute discretion of the Compensation Committee, which may consider, among other factors, the availability
of shares under the EIP. Other SARs features such as length of term, and termination provisions shall be consistent with prior option
grants, subject to the sole and absolute discretion of the Compensation Committee. The award described in this paragraph will be subject
to the specific terms of separate Notices of Award that will be provided to the Employee.


 


5.   Participation
in Benefit Plans; Office Support. The Employee will be eligible to participate in all benefit plans and programs that the Company
provides to its senior executives in line with the Company’s current practices, including medical, dental, vision, disability, life
insurance and paid time off plans, all in accordance with the terms and conditions of such benefit plans and programs as may be modified
by the Company in its sole discretion or as required by law from time to time.


 


The Company will provide the Employee with office
and clerical support appropriate to his position, including a private office, an administrative assistant and parking privileges. Notwithstanding
the foregoing, the Employee will not be entitled to any automobile allowance.


 


6.   Termination.



 


(a)   The
Company shall have the right to terminate this Agreement and the Employee’s employment prior to the expiration of the Term for “Cause”
(as defined below). The Employee has the right to resign and terminate this Agreement at any time without “Good Reason” (as
defined below) upon thirty (30) days’ written notice, which notice period may be waived at the discretion of the Company. The Company
shall have no obligations to the Employee for any period subsequent to the effective date of any termination of this Agreement pursuant
to this paragraph 6(a), except any and all obligations provided by law and the payment of Base Salary (pursuant to paragraph 4(a)) up
to and including the termination date, bonus earned and approved by the Committee (pursuant to paragraph 4(b) and/or 4(e)), reimbursement
of expenses incurred prior to the termination date (pursuant to paragraph 4(c)), and benefits accrued prior to the termination date (pursuant
to paragraph 5).


 






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(b)    The
Company shall also have the right to terminate this Agreement and the Employee’s employment prior to the expiration of the Term
other than for Cause upon thirty (30) days’ notice and the Employee has the right to resign and terminate this Agreement at any
time for Good Reason (each such termination shall not include a termination of employee’s employment with the Company due to the
Employee’s death or Disability). If, prior to the end of the Term, the Company terminates this Agreement and the Employee’s employment
for any reason other than for Cause (and other than due to the Employee’s death or Disability) or if the Employee resigns for Good
Reason (as defined below), the Employee shall be entitled to receive the amounts payable under paragraph 6(a), plus the payment of (i)
any Salary for the remainder of the Term or eighteen (18) month’s Base Salary at the time of termination, whichever is greater and
(ii) an amount equivalent to one and one-half (1.5) times the average of the last two (2) payments of the MAIP Bonus, if any, under this
Agreement (collectively referred to herein as “Severance”). Subject to paragraph 6(f) below, the Severance shall be paid in
equal monthly installments, as of the first day of each month following the date of termination; provided that the first of such payment
shall be made in the month following sixty (60) days after such termination; provided that the first of such payments would include any
amounts that would have been payable absent the 60-day delay in commencement date, and such payments shall continue for the duration of
the Term or such 18-month period, as applicable (which payment period is referred to herein as the “Severance Period”). The
Company shall be entitled to reduce the amounts paid under this paragraph 6(b) by the amounts paid to the Employee in the same period
by any other entity.


 


(c)   If,
beginning on April 1, 2023 and prior to the end of the Term, and within two (2) years after a Change in Control (as defined in the EIP),
the Employee’s employment is terminated (i) by the Company without Cause (and other than due to the Employee’s death or Disability),
(ii) by the Employee for Good Reason, or (iii) upon notice by the Company under paragraph 3 of this Agreement that the Company does not
wish to renew the Term of this Agreement, then in lieu of the amount payable under paragraph 6(b), Employee will receive a lump sum payment
equal to three (3) times the sum of (a) Employee’s then-current annual Base Salary, and (b) Employee’s Target Bonus for the
year of termination; provided, however, that such payment shall be limited to an amount which would not result in an “excess parachute
payment” as that term is defined in Internal Revenue Code section 280G, as determined in the sole good faith discretion of the Company.
Subject to paragraph 6(f) below, payment of the amount due under this paragraph 6(c) shall be made as soon as practicable following the
date on which the termination occurs; but in no event later than sixty (60) days following the date of such termination and the Employee
will not have the right to designate the taxable year of the payment.


 


(d)    For
purposes of this Agreement, “Cause” means any of the following: (i) the Employee’s conviction of or plea of nolo contendere
to a felony or other crime involving moral turpitude, (ii) the Employee’s material breach of a material provision of this Agreement
that is not corrected within thirty (30) days following written notice of such breach sent by the Company to the Employee, (iii) the Employee’s
willful misconduct in the performance of his material duties under this Agreement, (iv) the Employee’s performance of his material
duties in a manner that is grossly negligent, and (v) the Employee’s failure to attempt to fully comply with any lawful directive
of the Board which is not corrected within thirty (30) days following written notice of such breach sent by the Company to the Employee.
Whether or not “Cause” exists shall be determined solely by the Company in its reasonable, good faith discretion.


 






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(e)   For
purposes of this Agreement, “Good Reason” means, without the Employee’s written consent, (i) a material and substantially
adverse reduction in title or job responsibilities compared with title or job responsibilities on the Effective Date, which may include
a change of title and position during the Term (provided that such change in title relates to a material and substantially adverse reduction
in job responsibilities or reporting structure), (ii) any requirement that the Employee relocate to a work location more than 50 miles
from the metropolitan Los Angeles area; or (iii) any material breach of the Agreement by the Company. Notwithstanding the foregoing, Good
Reason will be deemed to exist only in the event that: (i) the Employee gives written notice to the Company of his claim of Good Reason
and the specific grounds for his claim within ninety (90) days following the occurrence of the event upon which his claim rests, (ii)
the Company fails to cure such breach within thirty days (30) of receiving such notice (“Cure Period”), and (iii) the Employee
gives written notice to the Company to terminate his employment within fifteen (15) days following the Cure Period.


 


(f)   Notwithstanding
the foregoing, if Employee is a “specified employee” (as such term is defined in Section 409A of the Internal Revenue Code
(“Section 409A”)) and the provisions of Treasury Regulation 1.409A-3(i)(2) apply because payments due under this Agreement
constitute deferred compensation for purposes of Section 409A, payments under this paragraph 6 shall in no event be made prior to six
months after the Participant’s separation from service (the “Suspension Period”). All payments suspended during the
Suspension Period will be paid in a lump sum and the normal payment schedule will resume at the end of the Suspension Period. Each of
the affected payments under this paragraph (f) shall be a separate payment for purposes of Section 409A of the Code.


 


(g)   Notwithstanding
any other provision of this Agreement to the contrary, the Employee shall not be entitled to Severance or Change in Control payments,
and the Company shall not be obligated to make such payments, under this paragraph 6 unless (i) the Employee materially complies with
the restrictive covenants by which he is bound (whether pursuant to this Agreement or otherwise), including, but not limited to, any non-competition
agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Employee, and (ii) the
Employee executes, delivers and does not revoke a commercially reasonable general release in form and substance acceptable to both the
Company and Employee no later than sixty (60) days following the effective date of termination of employment. To the extent the Company
makes any Severance or Change in Control payment to the Employee prior to the execution and delivery or a permissible revocation of the
release described in clause (ii), the Employee fails to execute or deliver the release or otherwise revokes the release, then the Employee
will be obligated to repay to the Company the full amount of any such Severance or Change in Control payment theretofore made to the Employee
within ninety (90) days following the termination of the Employee’s employment.


 


7.   Death
or Disability. Upon the death or Disability (as defined below) of the Employee prior to the end of the Term, this Agreement shall
terminate and no further payments shall be made other than those provided for by law and the payment of Base Salary (pursuant to paragraph
4(a)) up to and including the termination date, bonus earned and approved by the Committee (pursuant to paragraph 4(b), (e) and/or (f)),
reimbursement of expenses incurred prior to such termination (pursuant to paragraph 4(c)), and benefits (pursuant to paragraph 5) accrued
prior to the date of such death or Disability but not yet paid. For purposes of this paragraph 7, Disability shall mean any physical or
mental incapacity that is documented by qualified medical experts and that results in the Employee’s inability to perform his essential
material duties and responsibilities for the Company, with reasonable accommodation, for a period of ninety (90) days in any consecutive
twelve (12) month period, all as determined in the good faith judgment of the Board.


 






    5


     


    

 


8.   Restrictive
Covenants. The Employee hereby covenants, agrees and acknowledges as follows:


 


(a)   Confidential
Information. In the course of his employment by the Company, the Employee will receive and/or be in possession of confidential
information of the Company and its parent, subsidiaries, affiliates and divisions, including, but not limited to, information relating
to: (i) operational procedures, financial statements or other financial information, contract proposals, business plans, training and
operations methods and manuals, personnel records, and management systems policies or procedures; (ii) information pertaining to future
plans and developments; and (iii) other tangible and intangible property that is used in the operations of the Company but not made public.
The information and trade secrets relating to the business of the Company described in this paragraph 8(a) are hereinafter referred to
collectively as the “Confidential Information,” provided that the term Confidential Information will not include any information:
(x) that is or becomes generally publicly available (other than as a result of violation of this Agreement by the Employee or someone
under his control or direction or (y) that the Employee receives on a non-confidential basis from a source (other than the Company or
its representatives) that is not known by him to be bound by an obligation of secrecy or confidentiality to the Company.


 


(b)   Non-Disclosure.
The Employee agrees that he will not, without the prior written consent of the Company, during the period of his employment or at any
time thereafter, disclose or make use of any such Confidential Information, except as may be required by law (and, in such case, he will
immediately notify the Company of such disclosure request) or in the course of his employment hereunder. The Employee agrees that all
tangible materials containing Confidential Information, whether created by the Employee or others, that comes into his custody or possession
during his employment, will be and are the exclusive property of the Company.


 


(c)    Return
of Confidential Information and Property. Upon termination of the Employee’s employment for any reason whatsoever, he will
immediately surrender to the Company all Confidential Information and property of the Company in his possession, custody or control in
whatever form maintained (including, without limitation, computer discs and other electronic media), including all copies thereof. The
Employee shall be allowed to make and keep a copy of all personal information, including, but not limited to, personal information contained
in his contacts directory. Any Confidential Information that cannot be returned or destroyed shall be kept confidential by the Employee
at all times.


 


(d)   Non-Competition.
The Employee agrees that, while employed by the Company and for one year after the cessation of his employment with the Company for any
reason other than expiration of the Term or a termination pursuant to paragraph 6(b) or 6(c), he will not become employed by or otherwise
engage in or carry on, whether directly or indirectly as a principal, agent, consultant, partner or otherwise, any business with any person,
partnership, business, corporation, company or other entity (or any affiliate, subsidiary, parent or division thereof) that is in direct
competition with the Company.


 






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(e)   Non-Solicitation/No-Hiring.
The Employee agrees that, while employed by the Company and for the greater of one year after the cessation of his employment with the
Company for any reason or the period during which the Employee receives Severance or Change in Control payments, he will not (i) solicit
or induce or attempt to solicit or induce any employee, director or consultant to terminate his or her employment or other engagement
with the Company or (ii) employ or retain (or in any way assist, participate in or arrange for the employment or retention of) any person
who is employed or retained by the Company or any of its parents, subsidiaries, affiliates and divisions or who was employed or retained
by the Company or any of its parents, subsidiaries, affiliates and divisions both within the six (6) month period immediately preceding
the Employee’s contemplated employment or retention of such person and on the date the Employee’s employment with the Company
ended.


 


(f)   Injunctive
Relief and Other Remedies. The Employee acknowledges that the foregoing confidentiality, non-competition and non-solicitation/no-hiring
provisions are reasonable and necessary for the protection of the Company and its parent, subsidiaries, affiliates and divisions, and
that they will be materially and irrevocably damaged if these provisions are not specifically enforced. Accordingly, the Employee agrees
that, in addition to any other relief or remedies available to the Company and its parent, subsidiaries, affiliates and divisions, the
Company will be entitled to seek an appropriate injunctive or other equitable remedy for the purposes of restraining Employee from any
actual or threatened breach of those provisions, and no bond or security will be required in connection therewith. If any of the foregoing
confidentiality, non-competition and no-solicitation/no-hiring provisions are deemed invalid or unenforceable, these provisions will be
deemed modified and limited to the extent necessary to make them valid and enforceable.


 


9.   Tax
Withholding. The Company shall withhold from any benefits payable under this Agreement all federal, state, local or other taxes
as shall be required pursuant to any law or governmental regulation or ruling.


 


10.   Effect
of Prior Agreements. This Agreement contains the entire understanding between the parties hereto and supersedes any and all prior
agreements between the Company and the Employee.


 


11.   Notices.
All notices that are required or may be given pursuant to the terms of this Agreement will be in writing and will be sufficient in all
respects if given in writing and (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested and postage
prepaid, or (iii) sent via a responsible overnight courier, to the parties at their respective addresses set forth above, or to such other
address or addresses as either party will have designated in writing to the other party hereto. The date of the giving of such notices
delivered personally or by carrier will be the date of their delivery and the date of giving of such notices by certified or registered
mail will be the date five days after the posting of the mail.


 






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12.   General
Provisions.


 


(a)   Nonassignability.
Neither this Agreement nor any right or interest hereunder shall be assignable by the Employee or his beneficiaries or legal representatives
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; provided, however, that nothing in this
paragraph 12(a) shall preclude (i) the Employee from designating a beneficiary to receive any benefit payable hereunder following his
death, or (ii) the executors, administrators, or other legal representatives of the Employee or his estate from assigning any rights hereunder
to the person or persons entitled thereto.


 


(b)   No
Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment
by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.


 


(c)   Binding
Agreement. This Agreement shall be binding upon, and inure to the benefit of, the Employee and the Company and their respective
permitted successors and assigns.


 


(d)   Compliance
with 409A.


 


(i)   Notwithstanding
any other provision of this Agreement, it is intended that the provisions of this Agreement satisfy the provisions of Section 409A of
the Internal Revenue Code and this Agreement shall be interpreted and administered, as necessary, so that the payments and benefits set
forth herein either shall be exempt from or shall comply with the requirements of Section 409A. To the extent that the Company determines
that any provision of this Agreement would cause the Employee to incur any additional tax or interest under Section 409A, the Company
shall be entitled to reform such provision to attempt to comply with or be exempt from Section 409A. To the extent that any provision
hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent
reasonably possible, maintain the original intent and economic benefit to the Employee and the Company without violating the provisions
of Section 409A.


 


(ii)   Notwithstanding
anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes
of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred
compensation” within the meaning of Section 409A upon or following a termination of the Employee’s employment unless such
termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision
of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation
from service” and the date of such separation from service shall be the termination date for purposes of any such payment or benefits.
In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise
which constitutes a “deferral of compensation” within the meaning of Section 409A.


 


(iii)   All
expenses or other reimbursements paid pursuant to this Agreement or other policy or program of the Company that are taxable income to
the Employee shall in no event be paid later than the end of the calendar year next following the calendar year in which the Employee
incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses
or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation
or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable
year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii)
such payments shall be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense
was incurred. 


 






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(iv)   Nothing
contained in this Agreement or any other agreement between the Employee and the Company or any policy, plan, program or arrangement of
the Company shall constitute any representation or warranty by the Company regarding compliance with Section 409A.


 


13.   Entire
Agreement; Modification; Waiver.


 


(a)   Entire
Agreement. This Agreement represents the complete agreement of the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements, promises or representations of the parties, including any prior employment agreement or similar
agreement between the parties.


 


(b)   Amendment
of Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto and
approved by a majority of the members of the Board who were not nominated by the Employee.


 


(c)   Waiver.
No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of
any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver
shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term
or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically
waived.


 


14.   Severability.
If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement
not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If
any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held
so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent
with law continue in full force and effect.


 


15.   Headings.
The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.


 


16.   Governing
Law. This Agreement shall be governed by and construed in accordance with, the laws of the State of New York, without giving effect
to the choice of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby.
The Employee and the Company hereby consent to the jurisdiction of the Federal and State courts located in the borough of Manhattan in
New York City, New York, and each party waives any objection to the venue of any such suit, action or proceeding and the right to assert
that any such forum is not a convenient forum, and irrevocably consents to the jurisdiction of the Federal and State courts located in
the borough of Manhattan in New York City, New York in any such suit, action or proceeding


 


17.   Survival
of Provisions. Neither the termination of this Agreement, nor of the Employee’s employment hereunder, will terminate or affect
in any manner any provision of this Agreement that is intended by its terms to survive such termination, including without limitation,
the provisions of paragraph 8 of this Agreement.


 


18.   Authority
to Enter into this Agreement. Both the Company and the Employee represent that they have the authority to enter into this Agreement
and neither party is subject to any restriction or limitation that would prevent them from performing their duties and obligations hereunder.


 


19.   Indemnification.
The Company shall indemnify the Employee in the event the Employee is a party, or is threatened to be made a party, to any threatened,
pending or contemplated action, suit, or proceeding (other than an action by or in the right of the Company) by reason of the fact that
the Employee is an officer or director of the Company against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the Employee in connection with such action, suit, or proceeding if the Employee
acted in good faith and in a manner the Employee reasonably believed to be in or not opposed to the best interests of the Company and,
with respect to any criminal action or proceeding, had no reasonable cause to believe the Employee’s conduct was unlawful.


 


[signature page follows]


 









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IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its officers thereunto duly authorized, and the Employee has signed this Agreement, all as of the day and year first
above written.


 


	 	Cinedigm Corp.
	 	 
	 	By:	/s/ Gary S. Loffredo
	 	 	
    Gary S. Loffredo

	 	 	Chief Operating Officer and General Counsel



  


	 	Christopher J. McGurk
	 	 
	 	/s/ Christopher J. McGurk
	 	Christopher J. McGurk


 


 


10