Exhibit 10.2


 


EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT (the “Agreement”)
is dated December 4, 2020, by and between Cinedigm Corp., a Delaware corporation (the “Company”) and the
holders set forth on Schedule A attached hereto (the “Holder”).


 


RECITALS:


 


WHEREAS, the Holders hold an aggregate of
$386,106.91 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”), with accrued interest 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 773,349 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 the Holders 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:


 


“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 2020 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.


 


“Interest Due”
means, with respect to the Notes being exchanged by the Holders, the amount of accrued but unpaid PIK interest thereon, accrued
through the Closing Date.


 


“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 this Agreement or (c) the validity or enforceability of this Agreement 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.


 


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


 


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


 






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“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.


 


“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.


 


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, allocated as set forth on Schedule A. Upon the Closing Date that is mutually agreed upon by the parties,
the Closing shall occur at the offices of the Company’s counsel or such other location as the parties shall mutually agree.
Effective upon the Closing, the Holders shall have no further claim against the Company with respect to the Notes, and the Company
shall have no further obligation to the Holders with respect to the Notes, under the Second Lien Loan Agreement.


 


2.2          Interest
on Notes. The Interest Due shall be paid in Shares by including the Interest Due with the principal amount outstanding of the
Notes being surrendered when calculating the number Shares to be issued. The parties acknowledge that the cash interest accrued
through the Closing Date on the Notes will be paid by the Agent in accordance with ordinary payment procedures.


 


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


 


(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 or its nominee as indicated by the Holder.


 


(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


 






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(ii)           irrevocable
instructions to the Agent with respect to the surrender of each Holder’s Notes.


 


2.4           No
Additional Consideration. The Shares 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 Shares 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 Shares (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 each Holder contained herein, the offer and issuance
by the Company of the Shares 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 Shares. Upon issuance of the Shares in accordance with the terms of this Agreement, the Shares 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 Shares 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, 2020. 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.


 


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, 2020 (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).


 






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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, 2020 (the “Company 2020 Balance Sheet”), between March 31,
2020 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 2020 Balance Sheet, or (ii) incurred
in the ordinary course of business between March 31, 2020 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 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.


 


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.


 






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ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES OF the holder


 


As a material inducement to the Company
to enter into this Agreement and consummate the Exchange, each Holder, severally and not jointly, represents, warrants and covenants
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
the Notes being exchanged pursuant to this Agreement, 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 Shares 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 Shares.


 






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4.5         Restricted
Securities. The Holder understands that the Shares 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 Shares, 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 Shares 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 Shares, 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. The 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 Shares, or the Exchange.


 


4.9         Absence
of Broker’s Fees. Neither the Holder nor any of its officers, directors, partners, managers, trustees or similar Persons
has retained or authorized any investment banker, broker, finder or other intermediary to act on behalf of the Holder 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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4.10        Reliance
on Exemptions. The Holder understands that the Shares 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 Shares.


 


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 Shares received by such Holder, 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 Shares, 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 Shares; 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, Shares may be issued or reissued, as applicable, without a
restrictive legend as follows:


 


(a)           the
Shares shall be issued at Closing, 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 each Holder in Section 4 hereof; and


 


(b)           each
Holder represents that with respect to Shares received by it, if the Holder subsequently becomes an Affiliate of the Company, the
Holder will submit any Shares 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.


 


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.


 






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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.


 






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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 Holder, 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.


 


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


 


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:


 






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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. 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.


 


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]


 






    12 


     


    

 


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:
	 	 	 
	 	Lotus Investors
               LLC
	 	 	 
		By:	/s/
                                         Gary Simon
	 	 	Name:	Gary
                                         Simon
	 	 	Title:	Managing
                                         Member
	 	 	 
	 	 	Address:
	 	 	3
                                         Amberly Road
	 	 	Lawrence,
                                         NY 11559


 


For
Issuance of Shares:


 


Registered
Name: Lotus Investors LLC


 


Address:


3
Amberly Road


Lawrence,
NY 11559


 


Federal
Tax ID/SSN: 45-3090162


 


[Signature
Page to Exchange Agreement]


 






     


     


    

 





	 	HOLDER:
	 	 	 
	 	Hedy Klineman
               Marital Trust
	 	 	 
		By:	/s/
                                         Gary Simon, Trustee
	 	 	Name:	Gary
                                         Simon
	 	 	Title:	Trustee
	 	 	 
	 	 	Address:
	 	 	4350
                                         Pablo Professional Court
	 	 	Jacksonville,
                                         FL 32224-3224


 


For
Issuance of Shares:


 


Registered
Name: Hedy Klineman Marital Trust


 


Address:


4350
Pablo Professional Court


Jacksonville,
FL 32224-3224


 


Federal
Tax ID/SSN: 81-6587559


 


[Signature
Page to Exchange Agreement]


 






     


     


    

 





	 	HOLDER:
	 	 	 
	 	UVE Partners,
               LLC
	 	 	 
		By:	/s/
                                         Gary Simon
	 	 	Name:	Gary
                                         Simon
	 	 	Title:	Managing
                                         Member
	 	 	 
	 	 	Address:
	 	 	23
                                         Lotus Street
	 	 	Cedarhurst,
                                         NY 11516


 


For
Issuance of Shares:


 


Registered
Name: UVE Partners, LLC


 


Address:


23
Lotus Street


Cedarhurst,
NY 11516


 


Federal
Tax ID/SSN: 41-2110442


 


[Signature
Page to Exchange Agreement]


 






     


     


    

 





	 	HOLDER:
	 	 	 
	 	Hudson Asset
               Partners LLC
	 	 	 
		By:	/s/
                                         Gary Simon
	 	 	Name:	Gary
                                         Simon
	 	 	Title:	Manager
	 	 	 
	 	 	Address:
	 	 	4350
                                         Pablo Professional Court
	 	 	Jacksonville,
                                         FL 32224-3224


 


For
Issuance of Shares:


 


Registered
Name: Hudson Asset Partners LLC


 


Address:


4350
Pablo Professional Court


Jacksonville,
FL 32224-3224


 


Federal
Tax ID/SSN: 20-3593635


 


[Signature
Page to Exchange Agreement]


 






     


     


    

 


SCHEDULE
A


 


	 
Holder
	 	Principal 
 Amount of 
 Second Lien 
 Notes to be 
 surrendered	 	 	Accrued and 
 unpaid Interest 
 Due	 	 	Total Number
 of Shares to be
 Issued	 
	Lotus Investors LLC	 	$	46,332.83	 	 	$	439.20	 	 	 	92,802	 
	Hedy Klineman Marital Trust	 	$	92,665.65	 	 	$	878.39	 	 	 	185,604	 
	UVE Partners, LLC	 	$	154,442.74	 	 	$	1,463.99	 	 	 	309,339	 
	Hudson Asset Partners LLC	 	$	92,665.65	 	 	$	878.39	 	 	 	185,604	 
	TOTAL	 	 	 	 	 	 	 	 	 	 	773,349