Exhibit 10.2


 


EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT (the “Agreement”)
is dated December 23, 2016, by and between Cinedigm Corp., a Delaware corporation (the “Company”), and Sageview
Capital Master, L.P., a Cayman Islands exempted limited partnership (“Holder”).


 


RECITALS:


 


WHEREAS, the Holder holds warrants the (“Warrants”)
to purchase 1,773,462 shares of Class A common stock of the Company, par value $0.001 per share (the “Common Stock”);


 


WHEREAS, subject to the terms and conditions
set forth in this Agreement, the Company and the Holder desire to exchange the Warrants for $5,000 in cash (the “Payment”).


 


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 Holder 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:


 


“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 Fourth Amended and Restated Certificate of Incorporation, as amended to date.


 


“Closing” means
the closing of the Exchange pursuant to Article 2.


 


“Common Stock”
has the meaning ascribed thereto in the recitals.


 


“Exchange” means
the exchange of the Warrants for the Payment.


 


“Payment” has the
meaning ascribed thereto in the recitals.


 


“Waivers” has the
meaning ascribed thereto in Section 2.2(a).


 


“Warrants” has
the meaning ascribed thereto in the recitals.


 




     


     


    

 


ARTICLE II


 


EXCHANGE


 


2.1           The
Exchange. At the Closing of the Exchange contemplated hereby, the Holder shall surrender to the Company the Warrants in exchange
for the Payment. Upon satisfaction of the covenants and conditions set forth in Section 2.3 and on such date as is mutually agreed
upon by the parties, the Closing shall occur at the offices of Company’s counsel at 101 Park Avenue, New York, New York or
such other location as the parties shall mutually agree.


 


2.2           Conditions.
The respective obligations of both the Company and the Holder hereunder in connection with the Closing are subject to the following
conditions being met:


 


(a)          the
lenders under each of the Revolving Credit Facility and the Second Lien Loan Agreement shall have given a waiver (the “Waivers”)
with respect to effecting the Exchange.


 


2.3           Closing
Deliveries.


 


(a)          At
the Closing, the Company shall deliver or cause to be delivered to the Holder the following:


 


(i)          this
Agreement duly executed by the Company;


 


(ii)         the
Payment, by check or by wire transfer.


 


(b)          At
the Closing, the Holder shall deliver or cause to be delivered to the Company, the following:


 


(i)          this
Agreement duly executed by the Holder.


 


2.4           Extinguishment
of Warrants. The parties hereto acknowledge that, although the original Warrants issued to the Holder will not be physically
delivered to the Company at the Closing, upon the consummation of the Exchange, the Warrants shall be cancelled and shall be null
and void, and any and all rights arising thereunder shall be extinguished and the Company shall no longer be required to reserve
shares of Common Stock for issuance upon the exercise of the Warrants.


 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


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 filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders.
The 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 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.


 




    	 	2	 



     


    

 


3.2           No
Conflict. The execution, delivery and performance of the 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, any agreement, indenture
or instrument to which the Company or any of its subsidiaries is a party, 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, and taking into account the Waivers required in Section 2.2(a).


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES OF the holder


 


As a material inducement to the Company to enter
into this Agreement and consummate the Exchange, the Holder 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. The Agreement has been duly authorized, executed and delivered by such Holder,
and constitutes the legal, valid and binding obligations of the 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. The Holder owns, beneficially and of record, good and marketable title to Warrants being exchanged pursuant to this
Agreement, free and clear of any taxes or encumbrances; and at the Closing, the Holder will convey to the Company good and marketable
title to the Warrants surrendered by the Holder in their entirety, free and clear of any security interests, liens, adverse claims,
taxes or encumbrances.


 




    	 	3	 



     


    

 


ARTICLE V


 


MISCELLANEOUS


 


5.1           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.


 


5.2           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, 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. At the request of any party hereto, each other
party hereto shall re-execute original forms hereof and deliver them in person to all other parties. 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.


 


5.3           Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 




    	 	4	 



     


    

 


5.4           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).


 


5.5           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 (together
with the other Transaction Documents), 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 the 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.


 


5.6           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 (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one 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:


 


If to the Company:


 


Cinedigm Corp.


902 Broadway, 9th Floor


New York, NY 10010


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


 




    	 	5	 



     


    

 


If to the Holder:


 


Sageview Capital Master, L.P.


55 Railroad Avenue

Greenwich, Connecticut 06830


Telephone: (203) 625-4215


Facsimile: (203) 625-4216


Attention: Dino Verardo


Email: dino@sageviewcapital.com


 


With a copy to:


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP


1285 Avenue of the Americas


New York, New York 10019-6064


Telephone: (212)373-3309


Facsimile: (212) 492-0309


Attention: Raphael M. Russo


Email: ___________________


 


5.7           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
the Holder. The Holder may assign some or all of its rights hereunder without the consent of the Company, except as may be inconsistent
with the terms of this Agreement.


 


5.8           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.


 


[signature pages follow]


 




    	 	6	 



     


    

 


IN WITNESS WHEREOF, the Holder 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:    Executive Vice President


 




     


     


    

 


	 	HOLDER:
	 	 
	 	SAGEVIEW CAPITAL MASTER, L.P.
	 	 	 
	 	By:  	Sageview Capital GenPar, Ltd.
	 	 	its general partner
	 	 	 	 
	 	 	By:	/s/ Dino Verardo
	 	 	Name:	Dino Verardo
	 	 	Title:	Vice President