Exhibit 10.4


 


CINEDIGM CORP.


 


VOTING AGREEMENT


 


This Voting Agreement
(this “Agreement”) is made as of November 1, 2017, by and between Cinedigm Corp. (the “Company”)
and _____________ (the “Voting Party”). For purposes of this Agreement, capitalized terms used and not defined
herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (as defined below).


 


RECITALS


 


WHEREAS, on
the date hereof (the “Closing Date”), Bison Entertainment Investment Limited (the “Purchaser”)
is purchasing from the Company up to 20,000,000 shares of Class A common stock, par value $0.001 per share (the “Common
Stock”) pursuant to a Stock Purchase Agreement, dated as of June 29, 2017 (the “Stock Purchase Agreement”);
and


 


WHEREAS, the
Voting Party currently owns and/or controls shares of the Class A Common Stock; and


 


WHEREAS, the
Voting Party is providing this Agreement pursuant to the Stock Purchase Agreement.


 


NOW THEREFORE,
in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1. Agreement
to Vote. During the term of this Agreement and to the extent he or she is entitled under the Company’s constituent or
organizational documents or agreements to vote on such matter, the Voting Party agrees to vote all securities of the Company that
may vote in the election of the Company’s directors that such Voting Party owns or controls from time to time (hereinafter
referred to as the “Voting Shares”) in accordance with the provisions of this Agreement, whether at an annual
or special meeting of stockholders or any class or series of stockholders or by written consent.


 


2. Election
of Board of Directors.


 


2.1 Voting.
During the term of this Agreement, and subject to the Company’s constituent or organizational documents or agreements,
each Voting Party agrees to vote all Voting Shares to (i) maintain the size of the Company’s Board of Directors at seven
(7) persons, and (ii) in favor of any Bison Designee designated in accordance with Section 3.12 of the Stock Purchase Agreement
with respect to:


  


(a) the
appointment to the Board of Directors upon the Closing;


 






    	 	1	 



    	 



    

 


(b) the election
to the Board of Directors at any meeting of stockholders at which directors are to be elected; and


 


(c) 
the appointment to fill any vacancy created by the failure of any Bison Designee to complete a term on the Board of Directors;


 


in each case, so long as the
Bison Designee subject to election or appointment satisfies the Company’s normal procedures regarding suitability of director
nominees.


 


2.2 Other Obligations.
The obligations of the Voting Party pursuant to this Section 2 shall include any stockholder vote to amend the Amended and Restated
Certificate of Incorporation, as amended, and/or Amended and Restated Bylaws, as amended, of the Company as required to effect
the intent of this Agreement. Each of the Voting Parties and the Company agree not to take any actions that would materially and
adversely affect the provisions of this Agreement and the intention of the parties with respect to the composition of the Company’s
Board of Directors as stated herein and in the Stock Purchase Agreement. The parties acknowledge that the fiduciary duties of each
member of the Company’s Board of Directors are to the Company’s stockholders as a whole.


 


3. Successors
in Interest of the Voting Parties and the Company. The provisions of this Agreement shall be binding upon the successors in
interest of any Voting Party with respect to any of the Voting Party’s Voting Shares or any voting rights therein, unless
(i) such Voting Shares are sold into the public markets (a “Sale”), (ii) such Voting Shares are transferred
as a bona fide charitable gift to an unrelated third party non-government or non-profit organizations (a “Gift”),
or (iii) such Voting Shares are distributed to limited partners in the ordinary course of business of a fund owned or controlled
by the undersigned (a “Distribution”). Each Voting Party shall not, and the Company shall not, permit the transfer
of any Voting Party’s Voting Shares (except for Sales, Gifts and Distributions), unless and until the person to whom such
securities are to be transferred shall have executed a written agreement pursuant to which such person becomes a party to this
Agreement and agrees to be bound by all the provisions hereof as if such person was a Voting Party hereunder. For the avoidance
of doubt, no such additional written agreement shall be required if Voting Shares that are transferred remain under the control
of the relevant Voting Party.


   


4. Covenants.
The Voting Party agrees to take all actions appropriate for such Voting Party to cause the nomination of the Bison Designees
in accordance with Section 3.12 of the Stock Purchase Agreement, for election and appointment as directors of the Company. The
Voting Party will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be
performed by such Voting Party hereunder, but will at all times in good faith assist in the carrying out of all of the provisions
of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of each
Voting Party hereunder against impairment.


 






    	 	2	 



    	 



    

 


5. Irrevocable
Proxy and Power of Attorney. The Voting Party hereby grants a power of attorney to the Chief Executive Officer of the Company,
the Chief Financial Officer of the Company, and the Secretary of the Company, or any of them from time to time, or their designees,
as the Voting Party’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution
(each a “Proxy Holder”), to vote (or consent pursuant to an action by written consent of the stockholders, if
applicable) with respect to the matters set forth under Section 2 hereof, and hereby authorizes each Proxy Holder to represent
and vote, if and only if the Voting Party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or
by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Voting Shares
in favor of maintaining the size of the Board of Directors of the Company or election of persons as members of the Board determined
pursuant to and in accordance with the terms and provisions of Sections 2 of this Agreement or to take any action necessary
to effect Section 2, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately
preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with
the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless
and until this Agreement terminates or expires pursuant to Section 9 hereof. The Voting Party hereto hereby revokes any
and all previous proxies or powers of attorney with respect to the Voting Shares and shall not hereafter, unless and until this
Agreement terminates or expires pursuant to Section 9 hereof, purport to grant any other proxy or power of attorney with
respect to any of the Voting Shares, deposit any of the Voting Shares into a voting trust or enter into any agreement (other than
this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions
with respect to the voting of any of the Voting Shares, in each case, with respect to any of the matters set forth herein.


  


6. Specific
Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach
of this Agreement by any party hereto, that this Agreement shall be specifically enforceable, and that any breach of this Agreement
shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any
claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s rights
would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out in
accordance with the terms and conditions hereof.


 


7. Manner of
Voting. The voting of Voting Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in
any other manner permitted by applicable law.


 


8. Termination.
 This Agreement shall terminate and be of no further force or effect (i) upon the written consent of the Purchaser, (ii) automatically
and without any further action by the parties hereto upon (x) the voluntary or involuntary filing of a bankruptcy petition of the
Company or (y) the dissolution of the Company in accordance with applicable law, or (iii) when the Voting Party ceases to be a
director, officer, or strategic advisor of the Company, or ceases to, directly or indirectly, hold any Voting Shares, as applicable. 
Nothing in this Section 9 shall be deemed to release any party from any liability for any fraud or willful breach of this
Agreement occurring prior to the termination hereof or to impair the right of any party to compel specific performance by any other
party of its obligations under this Agreement. 


 






    	 	3	 



    	 



    

 


9.  Amendments
and Waivers. Except as otherwise provided herein, additional parties may be added to this Agreement pursuant to Section 3 hereof.
No provision of this Agreement may be amended and no observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively).


 


10. Stock Splits,
Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the like, any securities
issued with respect to Voting Shares held by the Voting Party shall become Voting Shares for purposes of this Agreement.


 


11.  Severability.
In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


12. Governing
Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of New York without reference to its conflicts of laws provisions that would require the application
of the laws of any other jurisdiction.


 


13. Counterparts.
This Agreement may be executed in two or more counterparts, each of which may be electronically transmitted and shall be deemed
an original, and all of which together shall constitute one instrument.


 


14. Successors
and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors and assigns of the parties hereto.


 


15. Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes any
prior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be liable
or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein
or therein.


 


[Signature Page Follows]


 




    	 	4	 



    	 



    


 


This Voting Agreement
is hereby executed effective as of the date first set forth above.


 





	 	COMPANY
	 	 
	 	CINEDIGM CORP.
	 	 
	 	 
	 	By: 	      
	 	 	Name:      
	 	 	Title:      
	 	 	 
	 	 	 
	 	VOTING PARTY
	 	 	 
	 	[●]
	 	 	 
	 	 	 
	 	By:	      
	 	 	Name:
	 	 	Title:



 



    	 	5