Exhibit 10.7.2


 


Execution Version


 


OMNIBUS JOINDER, AMENDMENT NO.
2 TO TERM LOAN AGREEMENT AND


AMENDMENT NO. 1 TO GUARANTY, PLEDGE AND SECURITY AGREEMENT


 


This OMNIBUS JOINDER, AMENDMENT
NO. 2 TO TERM LOAN AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY, PLEDGE AND SECURITY AGREEMENT, dated as of July 12, 2017 (this “Omnibus
Amendment”) among CINEDIGM DC HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), ACCESS
DIGITAL MEDIA, INC., a Delaware corporation (“Access”), ACCESS DIGITAL CINEMA PHASE 2, CORP., a Delaware corporation
(“Access Phase 2”, and together with Access, the “Existing Guarantors”, and each, an “Existing
Guarantor”), CHRISTIE/AIX, INC., a Delaware corporation (“Christie”), CINEDIGM DIGITAL FUNDING I, LLC, a
Delaware limited liability company (“CDF1”, and together with Christie, the “New Guarantors”, and
each, a “New Guarantor”; the Borrower, each New Guarantor and each Existing Guarantor, collectively, the “Loan
Parties” and individually, a “Loan Party”), the Lenders, and PROSPECT CAPITAL CORPORATION, a Maryland corporation
(“Prospect”), as Administrative Agent and Collateral Agent. All capitalized terms used but not otherwise defined herein
have the meanings given to them in the Loan Agreement (as defined below).


 


WHEREAS, the Borrower, the
Existing Guarantors, the Lenders, and Prospect as Administrative Agent and as Collateral Agent, entered into the Term Loan Agreement dated
as of February 28, 2013 (as amended by the Amendment No. 1 to Term Loan Agreement dated as of August 12, 2013 and as further amended,
supplemented or otherwise modified, renewed or replaced from time to time, the “Loan Agreement”) and have agreed that
the Loan Agreement shall be amended as set forth herein, subject to the satisfaction of the conditions set forth herein;


 


WHEREAS, the Borrower and
the Existing Guarantors entered into the Guaranty, Pledge and Security Agreement dated as of February 28, 2013 (as amended, supplemented
or otherwise modified, renewed or replaced from time to time, the “Security Agreement”) in favor of the Collateral
Agent and have agreed that the Security Agreement shall be amended as set forth herein, subject to the satisfaction of the conditions
set forth herein;


 


WHEREAS, the Borrower, the
Existing Guarantors, the Lenders, Prospect as Administrative Agent and as Collateral Agent, and the New Guarantors have agreed that each
New Guarantor shall become a party to the Loan Agreement and the Security Agreement as a Guarantor and a Loan Party thereunder, subject
to the satisfaction of the conditions set forth herein; and


 


WHEREAS, each of the New Guarantors
will materially benefit directly and indirectly from the Term Loans already made available to the Borrower by the Lenders under the Loan
Agreement and from the Intercompany Indemnity and Contribution Agreement referred to herein;


 






     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing premises and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged,
and intending to be legally bound, the parties hereto agree as follows:


 


SECTION
1 Amendments to Loan Agreement. Subject to the satisfaction of the conditions to effectiveness set forth in Section
6 hereof, and in reliance upon the representations and warranties made by the Loan Parties in Section 5 hereof, the Loan Agreement
is hereby amended as follows:


 


(a) Section
1.01 of the Loan Agreement is hereby amended by amending and restating the following definitions in their entirety and in their appropriate
alphabetical order as follows:


 


“‘Assignment
of Phase I MSA’ means that certain Assignment of Phase I MSA, substantially in the form of Exhibit C, made by the Borrower
in favor of the Collateral Agent, pursuant to which the Borrower will collaterally assign and grant a Lien in the Phase I MSA, as set
forth therein (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).”


 


“‘Parent’
means Cinedigm Corp., a Delaware corporation.”


 


“‘Phase I MSA’
means that certain Second Amended and Restated Management Services Agreement, dated as of July 12, 2017, between the Borrower, as manager,
and CDF1 in form and substance reasonably satisfactory to the Administrative Agent under which the Borrower, as manager, has agreed to
provide certain management services and accounting, technical, operational, general and administrative services for the Phase I Group
Members (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).”


 


“‘Replacement
Phase I MSA’ means, that certain Third Amended and Restated Management Services Agreement, to be entered into between the Borrower,
as manager, and CDF1 in the form of the attached Exhibit Q.”


 


(b) Section
12.01(e) of the Loan Agreement is hereby amended by deleting it in its entirety, and replacing it with the following in lieu thereof:


 


“(e) No provision of,
nor the exercise of any rights under, Section 12.01(a) or (b) above shall limit the right of either Agent or any Lender (i) to foreclose
against any real or personal property collateral through judicial foreclosure, by the exercise of a power of sale under a deed of trust,
mortgage or other security agreement or instrument, pursuant to applicable provisions of the UCC, or otherwise pursuant to Applicable
Law, (ii) to exercise self help remedies including but not limited to set-off and repossession, or (iii) to request and obtain from a
court having jurisdiction before, during or after the pendency of any arbitration provisional or ancillary remedies and relief including
but not limited to injunctive or mandatory relief or the appointment of a receiver. The institution and maintenance of an action or judicial
proceeding for, or pursuit of, provisional or ancillary remedies or exercise of self help remedies shall not constitute a waiver of any
rights of an Agent or a Lender.”


 


(c) Exhibit
C of the Loan Agreement is hereby amended and restated in its entirety and replaced by Annex C attached hereto.


 


(d) Exhibit
Q of the Loan Agreement is hereby amended and restated in its entirety and replaced by Annex D attached hereto.


 


(e) Schedules
6.07, 6.13, 6.17, 6.22 and 6.23 of the Loan Agreement are hereby amended and restated in their entirety to read as set forth in Annex
A attached hereto.


 






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SECTION
2 Amendments to Security Agreement. Subject to the satisfaction of the conditions to effectiveness set forth in Section
6 hereof, and in reliance upon the representations and warranties made by the Loan Parties in Section 5 hereof, the Security
Agreement is hereby amended as follows:


 


(a) Section
1.1 of the Security Agreement is hereby amended by deleting clauses (d)(i) and (d)(ii) of the definition of “Excluded Property”
in their entirety and renumbering the clauses that follow and any references thereto accordingly.


 


(b) Schedules
1, 2, 3 and 4 of the Security Agreement are hereby amended and restated in their entirety to read as set forth in Annex A attached
hereto.


 


SECTION
3 Joinder of New Guarantors.


 


(a) By
executing and delivering this Omnibus Amendment, each New Guarantor hereby becomes a party to each of the Loan Agreement and the Security
Agreement as a Guarantor and a Loan Party thereunder with the same force and effect as if originally named as a Guarantor and a Loan Party
therein. Without limiting the generality of the foregoing, each New Guarantor, as collateral security for the prompt and complete payment
and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (as defined in the Security
Agreement) of each New Guarantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties,
and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title
and interest in, to and under the Collateral (as defined in the Security Agreement) of each New Guarantor and expressly assumes all obligations
and liabilities of a Loan Party thereunder. Each New Guarantor hereby agrees to be and is hereby, without further action, bound as a Loan
Party for the purposes of each of the Loan Agreement and the Security Agreement and any of the other Loan Documents.


 


(b) By
executing and delivering this Omnibus Amendment, Borrower and, each New Guarantor hereby agrees that such New Guarantor’s Pledged
Collateral listed on Annex B to this Omnibus Amendment shall automatically, and without further action, be and become part of the
Collateral referred to in the Security Agreement and shall secure all Secured Obligations of such New Guarantor.


 


SECTION
4 No Other Modification. The amendments set forth in Section 1 and Section 2 are effective only for the
express purposes set forth herein, shall be limited precisely as written, and except as expressly set forth herein, shall not (a) constitute
or be deemed to constitute (i) an amendment, waiver or modification of, or consent to any deviation from, the terms and conditions of
the Loan Agreement or the Security Agreement or any other Loan Documents or (ii) an agreement by any Agent or any Lender to consent to
any future amendment, waiver, modification or consent with respect to any provision of the Loan Agreement, the Security Agreement or any
other Loan Document or any rights or remedies arising in favor of any Agent or any Lender under or with respect to any such documents,
(b) operate as a waiver of any right, power or remedy, or prejudice any right, power or remedy which either Agent or any Lender may now
have or may have in the future under or in connection with the Loan Agreement, the Security Agreement or any other Loan Document, as the
same may be amended, restated, supplemented, or otherwise modified from time to time or (c) serve to effect a novation of the Obligations.
Except as expressly set forth herein, the Loan Agreement, the Security Agreement and each other Loan Document shall remain in full force
and effect and each is hereby confirmed and ratified in all respects, including, without limitation, with respect to any security interest
or Lien granted to the Collateral Agent pursuant to the terms of the Loan Documents. Each Existing Guarantor and each New Guarantor acknowledges
and agrees that (a) notwithstanding the conditions to effectiveness set forth in this Omnibus Amendment, the consent of such Existing
Guarantor or New Guarantor to the amendments set forth in Section 1 and Section 2 is not required for such effectiveness
by the terms of the Loan Agreement, the Security Agreement or any other Loan Document, and (b) except as expressly set forth in the Loan
Documents, nothing in the Loan Agreement, the Security Agreement, this Omnibus Amendment or any other Loan Document shall be deemed to
require the consent of such Existing Guarantor or New Guarantor as a condition to the effectiveness to any future waivers, consents or
amendments to the Loan Agreement.


 






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SECTION
5 Representations and Warranties. Each of the Loan Parties represents and warrants to each Lender and the Agents that,
as of the date, and upon the effectiveness, of this Omnibus Amendment: (a) both immediately before and after giving effect to the amendments
set forth in Section 1 and Section 2 of this Omnibus Amendment, no Default or Event of Default has occurred and is continuing
under the Loan Agreement or any of the other Loan Documents; (b) each Loan Party has the requisite power and authority to enter into,
deliver and perform its obligations under this Omnibus Amendment and has taken all necessary action to authorize the execution, delivery
and performance by it of this Omnibus Amendment; (c) this Omnibus Amendment has been duly executed and delivered on behalf of each Loan
Party; (d) this Omnibus Amendment constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan
Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement
is sought by proceedings in equity or at law); (e) the execution, delivery and performance by each Loan Party of this Omnibus Amendment
do not and will not (i) conflict with, contravene or violate any provision of any Applicable Law or (ii) conflict with, result in a breach
of or constitute a default under the Constituent Documents or any Permit of any Loan Party, other than in the case of Permits breaches
or defaults that would not, in the aggregate, have a Material Adverse Effect; (f) no authorization or approval or other action by, and
no notice to or filing with, any Governmental Authority or other Person (other than the filings required to perfect the Liens created
by the Loan Documents in the Collateral of the New Guarantors being granted pursuant to this Omnibus Amendment), and no consent or approval
under any contract or instrument (other than those that have been duly obtained or made and which are in full force and effect and are
not subject to suspension, revocation or termination) is required for the execution, delivery and performance by each Loan Party of this
Omnibus Amendment; and (g) the representations and warranties of the Loan Parties set forth in the Loan Agreement and each other Loan
Document (i) that are qualified as to materiality or Material Adverse Effect are true and correct in all respects on and as of the date
hereof, and (ii) that are not qualified as to materiality or Material Adverse Effect are true and correct in all material respects on
and as of the date hereof, in each case, except to the extent that any such representation or warranty is expressly stated to have been
made as of an earlier date, in which case, such representation or warranty shall be true and correct in all respects or in all material
respects, as applicable, as of such earlier date.


 


SECTION
6 Conditions to Effectiveness. This Omnibus Amendment shall become effective only upon satisfaction in full of the following
conditions precedent, in a manner satisfactory to the Administrative Agent (such date, the “Effective Date”):


 


(a) Execution.
The Administrative Agent shall have received counterparts of this Omnibus Amendment duly executed by each Loan Party, the Administrative
Agent, the Collateral Agent, and the Lenders in accordance with Section 11.10 of the Loan Agreement;


 


(b) Acknowledgement.
The Administrative Agent shall have received the attached “Acknowledgement of the Parent” duly executed by Parent in accordance
with Section 11.10 of the Loan Agreement;


 


(c) Representations
and Warranties. The representations and warranties contained in this Omnibus Amendment, in the Loan Agreement, in the Security Agreement,
and in the other Loan Documents, applicable to each Loan Party, shall be true and correct on and as of the Effective Date, as though made
on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which event they shall
be true and correct on and as of such earlier date);


 


(d) No
Default. No Default or Event of Default shall have occurred and be continuing;


 


(e) Pledges.
All Stock of each New Guarantor shall have been pledged, and the Collateral Agent shall have received all certificates representing such
Stock (and all such Stock of each New Guarantor shall be certificated) accompanied by instruments of transfer and undated stock powers
executed in blank;


 


(f) Legal
Opinions. The Administrative Agent shall have received an executed legal opinion of counsel to the Loan Parties and the Parent, which
legal opinion shall be addressed to the Administrative Agent and the Lenders and shall be in form and substance satisfactory to the Administrative
Agent and its legal counsel;


 






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(g) Secretary’s
Certificates. The Administrative Agent shall have received a certificate for each of the New Guarantors, dated the Effective Date,
duly executed and delivered by the secretary or assistant secretary, other Authorized Officer, managing member or general partner of such
New Guarantor, as applicable, as to:


 


(i) such
Person’s Constituent Documents, as amended, modified or supplemented as of Effective Date, certified by the appropriate officer
or official body of the jurisdiction of organization of such Person;


 


(ii) resolutions
of each such Person’s Board then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects
of this Omnibus Amendment and the Loan Documents applicable to such Person and the execution, delivery and performance of this Omnibus
Amendment and each other Loan Document, in each case to be executed by such Person; and


 


(iii) the
incumbency and specimen signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable,
authorized to act with respect to this Omnibus Amendment and each Loan Document to be executed by such Person, and a list of all officers
and directors of the New Guarantors.


 


Each such certificate shall
provide that each Secured Party may conclusively rely thereon until such Secured Party shall have received a further certificate of the
secretary, assistant secretary, managing member or general partner, as applicable, of such Person canceling or amending the prior certificate
of such Person as provided in Section 7.01(e) of the Loan Agreement;


 


(h) Other
Documents and Certificates. The Administrative Agent shall have received originals of the following documents and certificates, each
of which shall be dated the Effective Date and duly executed by an Authorized Officer of each Loan Party, as applicable, in form and substance
satisfactory to the Administrative Agent and its legal counsel:


 


(i) a
certificate of Authorized Officers of the Parent and the Borrower, certifying as to such items as reasonably requested by the Administrative
Agent, including, without limitation, the following:


 


(A) that
both before and after giving effect to this Omnibus Amendment on the Effective Date, no Default or Event of Default has occurred and no
default or event of default under any Material Contract of the Loan Parties has occurred;


 


(B) the
representations and warranties contained in this Omnibus Amendment, in the Loan Agreement, in the Security Agreement, and in the other
Loan Documents shall be true and correct in all material respects on and as of the Effective Date, as though made on such date (except
to the extent that such representations and warranties relate solely to an earlier date);


 


(C) that
all the conditions listed in this Section 6 have been fully satisfied or, if applicable, waived in writing by the Administrative
Agent; and


 


(ii) a
Perfection Certificate of each New Guarantor;


 


(iii) certificates
of good standing with respect to each New Guarantor, each dated as of a date no more than thirty (30) days prior to the Effective Date,
such certificates to be issued by (i) the appropriate officer or official body of the jurisdiction of organization of such New Guarantor
and (ii) the appropriate officer or official body of the other jurisdictions where such New Guarantor is qualified to do business as a
foreign entity, each of which certificates shall indicate that such New Guarantor is in good standing in the applicable jurisdiction.


 






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(i) Solvency.
The Administrative Agent shall be satisfied, based on financial statements (actual and pro forma), projections and other evidence provided
by the Parent and the Borrower, that the Borrower and each of the other Loan Parties and their Subsidiaries are and, after the Effective
Date and after giving effect to the incurrence of the guarantee indebtedness under the Loan Agreement and the Security Agreement by each
of the New Guarantors, will be, Solvent, and the Administrative Agent shall have received a Solvency Certificate duly executed by the
chief financial officer of the Borrower confirming the Solvency of the Borrower and each of the other Loan Parties and their Subsidiaries,
individually and collectively, after giving effect to this Omnibus Amendment;


 


(j) Insurance.
The Collateral Agent shall have received updated certificates of insurance, together with endorsements thereto, reflecting each of the
New Guarantors as insureds under the Loan Parties’ insurance policies and naming the Secured Parties as additional insureds and
naming the Collateral Agent on behalf of the Secured Parties as loss payee, in each case with regard to the insurance required by Section
7.03 of the Loan Agreement, in form and substance satisfactory to the Collateral Agent;


 


(k) Material
Adverse Effect. The Administrative Agent shall be satisfied that, since March 31, 2016, no event, development, change, circumstance,
condition or effect has occurred that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect;


 


(l) No
New Information. The Administrative Agent shall not have discovered or otherwise become aware of any information, circumstance, development
or other matter not previously disclosed to the Administrative Agent that the Administrative Agent believes to be inconsistent in a material
and adverse manner with its understanding, based on the information provided to the Administrative Agent prior to the Effective Date,
of (a) the business, assets, liabilities, operations, condition (financial or otherwise), prospects, operating results or the Projections
of the Borrower and its Subsidiaries taken as a whole or (b) the transactions contemplated by the Loan Agreement (as expressly modified
hereby);


 


(m) Payment
of Fees and Expenses. The Agents shall have received payment of all costs, fees and expenses (together with the fees and disbursements
of counsel to the Agents) due and owing to the Agents as of the date hereof in accordance with Section 11.05 the Loan Agreement;


 


(n) Patriot
Act Compliance and Reference Checks. The Administrative Agent shall have received completed background and reference checks with respect
to each New Guarantor’s senior management and any required Patriot Act compliance, in each case the results of which are satisfactory
to Administrative Agent in its sole discretion;


 


(o) Banking
Moratorium. No banking moratorium has been declared by either federal or state authorities;


 


(p) No
Injunctions. No injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly,
the transactions contemplated by this Omnibus Amendment shall have been issued and remain in force by any Governmental Authority against
the Loan Parties, any Agent or any Lender;


 


(q) No
Adverse Actions. There shall be no order or injunction or pending litigation in which there is a reasonable possibility of a decision
that could reasonably be expected to have a Material Adverse Effect on the Loan Parties, or on the Loan Parties and their Subsidiaries
taken as a whole. There shall be no pending litigation seeking to prohibit, enjoin or prevent any of the transactions contemplated by
this Omnibus Amendment;


 






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(r) Lien
Searches; Filings.


 


(i) The
Collateral Agent shall have received the results of a search of the UCC filings (or equivalent filings), tax Liens, judgment Liens, bankruptcies
and litigations made with respect to each New Guarantor, together with copies of the financing statements and other filings (or similar
documents) disclosed by such searches, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in all
such financing statements and other filings (or similar document) either are Permitted Liens or have been released or will be released
on the Effective Date.


 


(ii) The
Collateral Agent shall have received appropriate UCC (or equivalent) financing statements suitable for filing in such office or offices
as may be necessary or, in the reasonable opinion of Collateral Agent, desirable, to perfect and evidence the Collateral Agent’s
Liens in and to the Collateral.


 


(s) Management
Services Agreement. The Administrative Agent shall have received the Second Amended and Restated Management Services Agreement by
and among CDF1 and Borrower, in a form satisfactory to the Administrative Agent and duly executed by an Authorized Officer of each of
CDF1 and Borrower;


 


(t) Assignment
of Phase I MSA. The Administrative Agent shall have received an assignment of the Phase I MSA by and between the Borrower and Collateral
Agent, in a form satisfactory to the Administrative Agent and the Collateral Agent and duly executed by an Authorized Officer of each
party thereto;


 


(u) Intellectual
Property Security Agreements. The Collateral Agent shall have received in form and substance reasonably acceptable to the Collateral
Agent and suitable for (i) filing in the Applicable IP Office (as defined in the Security Agreement) the short-form intellectual property
security agreements in the form attached to the Security Agreement as Annex 3 for all Copyrights, Trademarks, Patents and IP Licenses
of each New Guarantor and (ii) recording with the appropriate Internet domain name registrar, a duly executed form of assignment for all
Internet Domain Names of each New Guarantor (together with appropriate supporting documentation as may be requested by the Collateral
Agent);


 


(v) Indemnity
and Guaranty Agreement. The Administrative Agent shall have received the Indemnity and Guaranty Agreement (the “Indemnity
and Guaranty Agreement”), by and among the Borrower and each Guarantor, in a form satisfactory to the Administrative Agent and
duly executed by an Authorized Officer of each of the parties thereto; and


 


(w) Other
Documents. The Agents shall have received such other documents, instruments, certificates and agreements as the Agents may reasonably
request, each of which shall be in form and substance satisfactory to the Agents.


 


SECTION
7 Covenants. Within forty-five (45) days after the Effective Date, the Loan Parties shall cause each account listed on
Schedule 6.23 of the Loan Agreement (as expressly modified hereby) to be subject to an Account Control Agreement to the extent required
pursuant to Section 7.13 of the Loan Agreement.


 


SECTION
8 Reaffirmations.


 


(a) The
Borrower hereby (i) agrees that, except as expressly provided herein, this Omnibus Amendment shall not limit or diminish the obligations
of the Borrower under the Loan Agreement or any other Loan Document, (ii) reaffirms its obligations under the Loan Agreement (as expressly
modified hereby) and each of the Loan Documents (including, without limitation, the Security Agreement (as expressly modified hereby))
to which it is a party, (iii) agrees that the Loan Agreement (as expressly modified hereby) and each such Loan Document (including, without
limitation, the Security Agreement (as expressly modified hereby)) remains in full force and effect and is hereby ratified and confirmed,
and (iv) acknowledges and agrees that as of the date hereof it has no defense, offset, counterclaim, cross-claim, or demand of any kind
or nature whatsoever that can be asserted to reduce or eliminate all or any part of the Borrower’s liability to repay the Obligations
or to seek affirmative relief or damages of any kind or nature from any Secured Party.


 






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Each Existing Guarantor (i)
reaffirms its obligations under the Security Agreement (as expressly modified hereby) and each of the other Loan Documents to which it
is a party, (ii) acknowledges and agrees that the Security Agreement (as expressly modified hereby) and each of the other Loan Documents
to which it is a party is, and shall continue to be, in full force and effect, (iii) acknowledges and agrees that all sums previously
and now or hereafter advanced for, or on behalf, of the Borrower under the Loan Agreement shall constitute part of the Obligations guaranteed
by the Existing Guarantors in the Security Agreement, and (iv) acknowledges and agrees that as of the date hereof it has no defense, offset,
counterclaim, cross-claim, or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of the
Obligations guaranteed by the Existing Guarantors in the Security Agreement or to seek affirmative relief or damages of any kind or nature
from any Secured Party.


 


SECTION
9 Loan Document; Successors and Assigns. This Omnibus Amendment is a Loan Document for all purposes of the Loan Agreement
and the other Loan Documents. This Omnibus Amendment is binding upon the Borrower, the Guarantors, any other Loan Parties, the Lenders,
the Agents and each of their respective successors and permitted assigns and shall inure to the benefit of the respective successors and
permitted assigns of the parties hereto and any other indemnified parties hereunder and their respective successors, permitted assigns
and representatives.


 


SECTION
10 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any
Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law. The Agents and the Lenders expressly reserve any and all rights, remedies, powers and privileges
under the Loan Agreement, the Security Agreement, the other Loan Documents and Applicable Laws at any time with respect to any Default
or Event of Default that has occurred and is continuing or may hereafter occur and be continuing. A Secured Party’s failure to insist
at any time upon strict compliance with this Omnibus Amendment or any other Loan Document or any continued course of such conduct on its
part will not constitute or be considered a waiver by such Secured Party of any of its rights or privileges. A waiver or consent, express
or implied, of or to any breach or default by any party in the performance by that party of its obligations with respect to this Omnibus
Amendment is not a waiver of consent of or to any other breach or default in the performance by that party of the same or any other obligations
of that party.


 


SECTION
11 Fees and Expenses. The Loan Parties agree and acknowledge that all fees and expenses incurred by the Agents in connection
with this Omnibus Amendment, including without limitation the costs, fees and disbursements of counsel to the Agents, for which the Borrower
and the Guarantors are liable in accordance with and pursuant to Section 11.05 of the Loan Agreement shall be paid by the Borrower and
the Guarantors to the Administrative Agent in accordance with said Section 11.05.


 


SECTION
12 Release. In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged and agreed, each of the Borrower and the Guarantors, for itself and its successors, assigns, parents,
subsidiaries, affiliates, predecessors, employees, agents, heirs and executors, as applicable (collectively, the “Releasors”),
jointly and severally with each other Loan Party, releases, remises, acquits and forever discharges each Agent and each Lender and each
of their respective subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors and assigns,
both present and former (collectively, the “Released Parties”) of and from any and all manner of actions, causes of
action, torts, suits, debts, controversies, damages, judgments, executions, claims and demands whatsoever, asserted or unasserted, in
law or in equity, that exist or have occurred on or prior to the date of this Omnibus Amendment, arising out of or relating to this Omnibus
Amendment or any other Loan Document which the Releasors ever had or now have against any of the Released Parties, including any presently
existing claim whether or not presently suspected, contemplated or anticipated. To the fullest extent permitted under Applicable Laws,
the foregoing release applies to all Releasor claims, whether based in contract, tort or any other theory, and such release shall extend
to each Released Party notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive,
whether an affirmative act or an omission, including without limitation, all types of negligent conduct identified in the Restatement
(Second) of Torts, of one or more of the Released Parties or by reason of strict liability imposed without fault on any one or more of
the Released Parties. Furthermore, each of the Borrower and the Guarantors hereby covenants and agrees not to bring, commence, prosecute,
maintain, or cause or permit to be brought, commenced, prosecuted or maintained, any suit or action, either in law or equity, in any court
or before any other administrative or judicial authority, regarding any claim or cause of action such Person may have against any Agent
or any Lender arising on or prior to the date hereof out of, in connection with or in any way relating to any of the Loan Documents or
otherwise.


 






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SECTION
13 Miscellaneous; Incorporation by Reference. The terms and provisions of Sections 11.01(c), 11.02, 11.03, 11.04, 11.05,
11.06, 11.10, 11.11, 11.12, 11.13, 11.14, 11.16, 11.21 and 11.22 of the Loan Agreement are hereby incorporated herein by reference and
shall apply to this Omnibus Amendment mutatis mutandis as if fully set forth herein.


 


(a) The
descriptive headings of the various sections of this Omnibus Amendment are inserted for convenience of reference only and shall not affect
the meaning or construction of any of the provisions hereof or thereof. The interpretive provisions of Section 1.02 of the Loan Agreement
are incorporated herein by this reference, mutatis mutandis, and shall apply to this Omnibus Amendment as if fully set forth herein.


 


(b) This
Omnibus Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified
orally or by any course of dealing or in any manner other than as provided in the Loan Agreement with respect to Loan Documents generally,
as set forth in 11.01 thereof, which is incorporated herein by reference, mutatis mutandis, and shall apply to this Omnibus Amendment
as if fully set forth herein.


 


SECTION
14 Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL.


 


(a) This
Omnibus Amendment and the validity, interpretation, construction, and performance hereof shall be governed by and construed and enforced
in accordance with, and any claim by any party hereto against any other party hereto (including any claims sounding in contract or tort
law arising out of the subject matter hereof and any determinations with respect to post-judgment interest) shall be determined in accordance
with, the internal laws of the State of New York for contracts made and to be performed wholly within the State of New York, without regard
to principles of conflicts of laws requiring application of the law of any other jurisdiction.


 


(b) Article
XII of the Loan Agreement (as amended hereby, in the case of Section 12.01) is hereby incorporated herein by reference and applies to
this Amendment mutatis mutandis as if fully stated herein.


 


(c) EACH
OF THE BORROWER AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR
DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS OMNIBUS AMENDMENT, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH
OR RELATED TO THIS OMNIBUS AMENDMENT, AND AGREES THAT ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS AND THE LENDERS EXECUTING AND DELIVERING THIS OMNIBUS AMENDMENT AND GRANTING ANY
FINANCIAL ACCOMMODATIONS TO THE LOAN PARTIES.


 


SECTION
15 References. From and after the Effective Date and the satisfaction of the conditions precedent listed in Section
6 of this Omnibus Amendment, (a) each reference in the Loan Agreement to “this Agreement”, “hereof”, “hereunder”
or words of like import, and all references to the Loan Agreement in any and all agreements, instruments, certificates and other documents,
shall be deemed to mean the Loan Agreement as modified and amended by this Omnibus Amendment and as the same may be further amended, modified
or supplemented in accordance with the terms thereof and (b) each reference in the Security Agreement to “this Agreement”,
“hereof”, “hereunder” or words of like import, and all references to the Security Agreement in any and all agreements,
instruments, certificates and other documents, shall be deemed to mean the Security Agreement as modified and amended by this Omnibus
Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.


 


SECTION
16 Collateral Assignment of Indemnity and Guaranty Agreement.


 


(a) Each
Loan Party does hereby collaterally assign to the Collateral Agent such Loan Party’s rights (but, for the avoidance of doubt, not
such Loan Party’s obligations or liabilities) under the Indemnity and Guaranty Agreement as collateral security for the performance
and payment in full of all Obligations.


 


(b) Each
Loan Party hereby acknowledges and agrees that the Indemnity and Guaranty Agreement shall not be changed, amended, restated, waived, supplemented,
discharged, canceled, terminated or otherwise modified orally or by any course of dealing or in any manner without the consent of the
Administrative Agent and the Collateral Agent. Failure by the Loan Parties to comply with this Section 16(b) shall constitute an
immediate Event of Default.


 


[signatures begin on next page]


 




    9


     


    


 


IN WITNESS WHEREOF, each of the parties has duly
executed this Omnibus Amendment as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	CINEDIGM DC HOLDINGS, LLC
	 	 
	 	By:	/s/ Gary S. Loffredo
	 	Name:	Gary S. Loffredo
	 	Title:	Secretary
	 	 
	 	EXISTING GUARANTORS:
	 	 
	 	ACCESS DIGITAL MEDIA, INC.
	 	 
	 	By:	/s/ Gary S. Loffredo
	 	Name: 	Gary S. Loffredo
	 	Title:	President
	 	 
	 	ACCESS DIGITAL CINEMA PHASE 2, CORP.
	 	 
	 	By:	/s/ Gary S. Loffredo
	 	Name:	Gary S. Loffredo
	 	Title:	President
	 	 
	 	NEW GUARANTORS:
	 	 
	 	CHRISTIE/AIX, INC.
	 	 
	 	By:	/s/ Gary S. Loffredo
	 	Name:	Gary S. Loffredo
	 	Title:	President
	 	 
	 	CINEDIGM DIGITAL FUNDING I, LLC
	 	 
	 	 
	 	By:	/s/ Gary S. Loffredo
	 	Name:	Gary S. Loffredo
	 	Title:	President



 


[Signature Page to Omnibus Joinder, Amendment No.
2 to Term Loan Agreement and Amendment No. 1 to

 Guaranty, Pledge and Security Agreement]


 




     


     


    


 


	 	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
	 	 
	 	PROSPECT CAPITAL CORPORATION
	 	 
	 	By:	/s/ M. Grier Eliasek
	 	Name:	M. Grier Eliasek
	 	Title:	President and Chief Operating Officer
	 	 
	 	LENDER:
	 	 
	 	PROSPECT CAPITAL FUNDING LLC
	 	 
	 	By:	/s/ M. Grier Eliasek
	 	Name:	M. Grier Eliasek
	 	Title:	Vice President



 


[Signature Page to Omnibus Joinder, Amendment No.
2 to Term Loan Agreement and Amendment No. 1 to

 Guaranty, Pledge and Security Agreement]


 




     


     


    


 


Acknowledgement of the Parent:


 


By signing below, CINEDIGM CORP., a Delaware corporation,
(i) reaffirms its obligations under the Limited Recourse Guaranty and the Limited Recourse Pledge Agreement, (ii) acknowledges and agrees
that each of the Limited Recourse Guaranty and the Limited Recourse Pledge Agreement is, and shall continue to be, in full force and effect,
(iii) acknowledges and agrees that all sums previously and now or hereafter advanced for, or on behalf, of the Borrower under the Loan
Agreement shall constitute part of the Obligations guaranteed in the Limited Recourse Guaranty, and (iv) acknowledges and agrees that
as of the date hereof it has no defense, offset, counterclaim, cross-claim, or demand of any kind or nature whatsoever that can be asserted
to reduce or eliminate all or any part of the Obligations guaranteed by it in the Security Agreement or to seek affirmative relief or
damages of any kind or nature from any Secured Party.


 


	CINEDIGM CORP.	 
	 	 	 
	 	 	 
	By:	/s/ Gary S. Loffredo	 
	Name: 	Gary S. Loffredo	 
	Title:	President, Digital Cinema, General Counsel and Secretary	 



 



 


[Signature Page to Acknowledgement of the Omnibus
Joinder, Amendment No. 2 to Term Loan Agreement and

 Amendment No. 1 to Guaranty, Pledge and Security Agreement]


 




     


     


    


 


ANNEX A


 


Schedule 6.07 to the Loan Agreement


 


Subsidiaries


 


	Entity Name	 	Jurisdiction of Organization	 	
    Authorized Shares/

    Membership

    Interest
	 	Shares / Membership Interest Outstanding (By Class)	 	Number of shares or membership interests owned by Borrower	 	% Ownership by Borrower	 	% Ownership by Parent
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cinedigm DC Holdings, LLC	 	Delaware	 	N/A	 	N/A	 	N/A	 	
    0%

     
	 	100%
	Access Digital Media, Inc.	 	Delaware	 	50,000,000	 	24,586,169	 	All shares 	 	100% 	 	0%
	Christie/AIX, Inc.	 	Delaware	 	1,000	 	188.96525	 	N/A	 	0%  	 	0%
	Cinedigm Digital Funding I, LLC	 	Delaware	 	100%	 	100%	 	N/A	 	0%	 	0%
	Cinedigm Digital Funding 2, LLC	 	Delaware	 	N/A	 	N/A	 	N/A	 	0%	 	0%
	CDF2 Holdings, LLC	 	Delaware	 	N/A	 	N/A	 	N/A	 	0%	 	0%
	Access Digital Cinema Phase 2, Corp.	 	Delaware	 	1,000	 	100	 	N/A	 	0%	 	100%
	Access Digital Cinema Phase 2 B/AIX, Corp.	 	Delaware	 	
    1,000

     
	 	1,000	 	N/A	 	0%	 	0%
	Cinedigm Digital Cinema Australia Pty Ltd	 	Victoria (Australia)	 	
    N/A1

     
	 	100 	 	N/A	 	0%	 	100%



 





 






		1	The entity can issue as many shares as the directors decide to
issue. There is no limit in Australia and no concept of 'authorized share capital'.



 






    Annex A -1


     


    

 


Schedule 6.13 to the Loan Agreement


 


Real Property


 


None.


 




    Annex A -2


     


    


 


Schedule 6.17 to the Loan Agreement


 


Security Documents and Perfection Matters


 


Limited Recourse Pledge Collateral


 


		1.	Sixty-six ordinary shares of Cinedigm Digital Cinema Australia Pty Ltd represented by certificate No. 2, accompanied by share transfer
form in blank (perfection by possession and by registration in Personal Property Securities Register in Australia).



 


		2.	All of the membership interests in Cinedigm DC Holdings, LLC represented by certificate No. 1, accompanied by stock powers in blank
(perfection by possession).



 


		3.	One hundred shares of common stock of Access Digital Phase 2, Corp., par value $0.01 represented by certificate No. 2, accompanied
by stock powers in blank (perfection by possession).



 


		4.	Twenty-four million five hundred eighty-six thousand one hundred sixty-nine shares of common stock, par value $0.001 per share of
Access Digital Media, Inc. represented by certificate No. 3, accompanied by stock powers in blank (perfection by possession).



 


		5.	One hundred eighty eight and 96/100 shares of common stock, par value $.01 per share of Christie/AIX, Inc. represented by certificate
no. 11, accompanied by stock powers in blank (perfection by possession).



 


		6.	All of the membership interests of Christie/AIX, Inc. in Cinedigm Digital Funding 1, LLC represented by certificate number 1, accompanied
by stock powers in blank (perfection by possession).



 


		7.	Secured Promissory Note dated as of February 28, 2013, made by Cinedigm Digital Cinema Australia Pty Ltd (“Maker”) to
the order of Cinedigm DC Holdings, LLC (“Payee”) for all amounts from time to time payable to Payee pursuant to the Management
Services Agreement dated as of February 28, 2013, by and between the Maker and the Payee, accompanied by an Allonge executed in blank.



 


Security Agreement Collateral


 


		1.	UCC-1 financing statement filed with the Secretary of State of the State of Delaware naming Cinedigm DC Holdings, LLC, as debtor and
Prospect Capital Corporation as Collateral Agent and as secured party for “all personal property” excluding any Excluded Property
(as defined in the Term Loan Agreement dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc.,
Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its
separate capacities as Administrative Agent and Collateral Agent).



 






    Annex A -3


     


    

 


		2.	UCC-1 financing statement filed with the Secretary of State of the State of Delaware naming Access Digital Media, Inc., as debtor
and Prospect Capital Corporation as Collateral Agent and as secured party for “all personal property” excluding any Excluded
Property (as defined in the Term Loan Agreement dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital
Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect,
in its separate capacities as Administrative Agent and Collateral Agent).



 


		3.	UCC-1 financing statement filed with the Secretary of State of the State of Delaware naming Access Digital Cinema Phase 2, Corp.,
as debtor and Prospect Capital Corporation as Collateral Agent and as secured party for “all personal property” excluding
any Excluded Property (as defined in the Term Loan Agreement dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access
Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto,
and Prospect, in its separate capacities as Administrative Agent and Collateral Agent).



 


		4.	UCC-1 financing statement filed with the Secretary of State of the State of Delaware naming Cinedigm DC Holdings, LLC, as debtor and
Prospect Capital Corporation as Collateral Agent and as secured party for “(1) Any and all shares, shareholder’s or stockholder’s
interests, partnership interests, partner’s interests, limited liability company interests, or other equity interests, whether owned
directly or indirectly, in part or in whole, by Cinedigm DC Holdings, LLC, whether now owned or subsequently acquired and all proceeds
of the foregoing, including, without limitation, the shares set forth below:



 


	 

    Issuer
	 	Class of Shares	 	Certificate Number	 	% of Shares Owned/ % of Shares
    Pledged
	 	 	 	 	 	 	 
	Access Digital Media, Inc.	 	Common	 	3	 	100%/100%


 


(2) The collateral shall not include “Excluded Property,”
as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement, dated as of February
28, 2013, made by (i) Cinedigm DC Holdings, LLC, a Delaware limited liability company, (ii) Access Digital Media, Inc., a Delaware corporation,
(iii) Access Digital Cinema Phase 2, Corp., a Delaware corporation and (iv) each other guarantor from time to time party thereto in favor
of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.”


 






    Annex A -4


     


    

 


		5.	UCC-1 financing statement filed with the Secretary of State of the State of Delaware naming Cinedigm Digital Cinema Corp. as debtor
and Prospect Capital Corporation as Collateral Agent and as secured party for “(1) The shares set forth below owned by Cinedigm
Digital Cinema Corp., any other Pledged Stock or Pledged Property (as each such term is defined and used in the Pledge Agreement defined
below):



 


	Issuer	 	Class of Shares	 	Certificate Number	 	% of Shares Owned/ % of Shares Pledged
	 	 	 	 	 	 	 
	Cinedigm DC Holdings, LLC	 	N/A	 	1	 	100%/100%
	Access Digital Cinema Phase 2, Corp.	 	Common	 	2	 	100%/100%
	Cinedigm Digital Cinema Australia Pty Ltd	 	Ordinary	 	2	 	100%/66%


 


(2) The collateral shall not include “Excluded Property,”
as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement (the “Pledge Agreement”),
dated as of February 28, 2013, made by (i) Cinedigm DC Holdings, LLC, a Delaware limited liability company, (ii) Access Digital Media,
Inc., a Delaware corporation, (iii) Access Digital Cinema Phase 2, Corp., a Delaware corporation and (iv) each other guarantor from time
to time party thereto in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.”


 


		6.	UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Access Digital Media, Inc., as debtor
and Prospect Capital Corporation as Collateral Agent and as secured party for “(1) Any and all shares, shareholder’s or stockholder’s
interests, partnership interests, partner’s interests, limited liability company interests, or other equity interests, whether owned
directly or indirectly, in part or in whole, by Access Digital Media, Inc., whether now owned or subsequently acquired and all proceeds
of the foregoing, including, without limitation, the shares set forth below:



 


	Issuer	 	Class of Shares	 	Certificate Number	 	% of Shares Owned/ % of Shares Pledged
	 	 	 	 	 	 	 
	Christie/AIX, Inc.	 	Common	 	11	 	100%/100%


 


(2) The collateral shall not include “Excluded Property,”
as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement, dated as of February
28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from time to time), made by (i) Cinedigm DC Holdings, LLC,
a Delaware limited liability company, (ii) Access Digital Media, Inc., a Delaware corporation, (iii) Access Digital Cinema Phase 2, Corp.,
a Delaware corporation and (iv) each other guarantor from time to time party thereto in favor of Prospect Capital Corporation, a Maryland
corporation, as collateral agent for the secured parties.”


 


		7.	UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Christie/AIX, Inc., as debtor and
Prospect Capital Corporation as Collateral Agent and as secured party for “all personal property” excluding any Excluded Property
(as defined in the Term Loan Agreement dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced
from time to time), by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each
other Guarantor that is a party thereto, the Lenders party thereto, and Prospect Capital Corporation, in its separate capacities as Administrative
Agent and Collateral Agent).



 






    Annex A -5


     


    

 


		8.	UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Christie/AIX, Inc., as debtor and
Prospect Capital Corporation as Collateral Agent and as secured party for “(1) Any and all shares, shareholder’s or stockholder’s
interests, partnership interests, partner’s interests, limited liability company interests, or other equity interests, whether owned
directly or indirectly, in part or in whole, by Christie/AIX, Inc., whether now owned or subsequently acquired and all proceeds of the
foregoing, including, without limitation, the shares set forth below:



 


	Issuer	 	Class of Shares	 	Certificate Number	 	% of Shares Owned/ % of Shares Pledged
	 	 	 	 	 	 	 
	Cinedigm Digital Funding I, LLC	 	N/A	 	1	 	100%/100%


 


(2) The collateral shall not include “Excluded Property,”
as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement, dated as of February
28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from time to time), made by (i) Cinedigm DC Holdings, LLC,
a Delaware limited liability company, (ii) Access Digital Media, Inc., a Delaware corporation, (iii) Access Digital Cinema Phase 2, Corp.,
a Delaware corporation and (iv) each other guarantor from time to time party thereto in favor of Prospect Capital Corporation, a Maryland
corporation, as collateral agent for the secured parties.”


 


		9.	UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Cinedigm Digital Funding I, LLC,
as debtor and Prospect Capital Corporation as Collateral Agent and as secured party for “all personal property” excluding
any Excluded Property (as defined in the Term Loan Agreement, dated as of February 28, 2013 (as amended, supplemented or otherwise modified,
renewed or replaced from time to time), by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase
2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect Capital Corporation, in its separate
capacities as Administrative Agent and Collateral Agent).



 




    Annex A -6


     


    


 


Schedule 6.22 to the Loan Agreement


 


Existing Indebtedness


 


Phase 1 Group Members:


 


None.


 


Phase 2 Group Members:


 


		1.	Credit Agreement dated as of October 18, 2011, by and among Cinedigm Digital Funding 2, LLC, the Lenders party thereto, and Société
Générale, New York Branch, as Administrative Agent and Collateral Agent.



 


		a.	Corrective Amendment to Credit Agreement, dated as of February 29, 2012 by and between Cinedigm Digital Funding 2, LLC, and Société
Générale, New York Branch, as Administrative Agent and Collateral Agent.



 


		b.	Amendment No. 1 to Credit Agreement, dated as of March 28, 2012 by and among Cinedigm Digital Funding 2, LLC, the Lenders party thereto,
and Société Générale, New York Branch.



 


		c.	Corrective Amendment to Credit Agreement, dated as of May 31, 2012, but effective as of December 31, 2011 by and between Cinedigm
Digital Funding 2, LLC, and Société Générale, New York Branch, as Administrative Agent and Collateral Agent.



 


		d.	Amendment No. 2 and Consent to Credit Agreement, dated as of October 19, 2012, by and between Cinedigm Digital Funding 2, LLC and
Société Générale, New York Branch, as Administrative Agent with the consent of the Required Lenders.



 


		e.	Amendment No. 3 to Credit Agreement and Waiver, dated as of March 31, 2013, by and between Cinedigm Digital Funding 2, LLC and Société
Générale, New York Branch, as Administrative Agent with the consent of the Required Lenders.



 


		f.	Amendment No. 4 to Credit Agreement and Waiver, dated as of August 14, 2013, by and between Cinedigm Digital Funding 2, LLC and Société
Générale, New York Branch, as Administrative Agent with the consent of the Required Lenders.



 


		g.	Amendment No. 5 to Credit Agreement and Waiver, dated as of June 23, 2104, by and among Cinedigm Digital Funding 2, LLC, Access Cinema
Digital Phase 2, Corp., CDF2 Holdings, LLC and Société Générale, New York Branch, as Administrative Agent
with the consent of the Required Lenders.



 






    Annex A -7


     


    

 


		2.	Guaranty and Security Agreement, dated as of October 18, 2011, by Cinedigm Digital Funding 2, LLC, and each of the other Grantors,
in favor of Société Générale, New York Branch, as collateral agent for the Lenders and each other Secured
Party.



 


		3.	Credit Facility Agreement, $11,424,760, between Access Digital Cinema Phase 2 B/AIX Corp. and KBC Bank NV, Bank, dated as of May 31st
2011.



 


		4.	Credit Facility Agreement, $13,311,800, between Access Digital Cinema Phase 2 B/AIX Corp. and KBC Bank NV, dated as of May 3rd 2010.



 


		5.	Credit Facility Agreement, $22,335,993, between Access Digital Cinema Phase 2 B/AIX Corp. and KBC Bank NV, dated as of May 6th 2010.



 


		6.	Credit Facility Agreement, $6,450,000, between Access Digital Cinema Phase 2 B/AIX Corp. and KBC Bank NV, Bank, dated as of January
20th 2011.



 


		7.	Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of February 8, 2010.



 


		8.	Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of January 20, 2011.



 


		9.	Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of May 31, 2011.



 


		10.	Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of May 6, 2010.



 


		11.	Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of November 25, 2008.



 


		12.	Security Agreement between Access Digital Cinema Phase 2 B/AIX Corp., and KBC Bank NV, dated as of April 28, 2010.



 


		13.	Cinedigm Installation Note dated as of October 18, 2011, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		14.	Delayed Draw Term Loan Note dated as of October 18, 2011, executed by Cinedigm Digital Funding 2, LLC in favor of TD Bank, N.A.



 


		15.	Vendor Note dated as of October 18, 2011, executed by CDF2 Holdings, LLC in favor of Cinedigm Ballantyne Strong, Inc.



 


		16.	SG Advisory Fee Note dated as of October 18, 2011, executed by Cinedigm Digital Funding 2, LLC in favor of Société Générale,
New York Branch.



 


		17.	Subordinated Promissory Note, dated as of January 16, 2013, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.



 






    Annex A -8


     


    

 


		18.	Subordinated Promissory Note, dated as of January 16, 2013, executed by CDF2 Holdings, LLC in favor of Barco, Inc.



 


		19.	Subordinated Promissory Note, dated as of January 16, 2013, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America,
Inc.



 


		20.	Subordinated Promissory Note, dated as of January 16, 2013, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		21.	Subordinated Promissory Note, dated as of December 19, 2012, executed by CDF2 Holdings, LLC in favor of Moving Image Technologies,
LLC.



 


		22.	Subordinated Promissory Note, dated as of December 19, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.



 


		23.	Subordinated Promissory Note, dated as of December 19, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America,
Inc.



 


		24.	Subordinated Promissory Note, dated as of December 19, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		25.	Subordinated Promissory Note, dated as of October 24, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America,
Inc.



 


		26.	Subordinated Promissory Note, dated as of October 24, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.



 


		27.	Subordinated Promissory Note, dated as of October 24, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		28.	Subordinated Promissory Note, dated as of October 16, 2012, executed by CDF2 Holdings, LLC in favor of Moving Image Technologies,
Inc.



 


		29.	Subordinated Promissory Note, dated as of October 16, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		30.	Subordinated Promissory Note, dated as of August 31, 2012, executed by CDF2 Holdings, LLC in favor of Barco, Inc.



 


		31.	Subordinated Promissory Note, dated as of August 31, 2012, executed by CDF2 Holdings, LLC in favor of Moving Image Technologies, LLC.



 


		32.	Subordinated Promissory Note, dated as of August 31, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		33.	Subordinated Promissory Note, dated as of July 31, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America,
Inc.



 






    Annex A -9


     


    

 


		34.	Subordinated Promissory Note, dated as of July 31, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.



 


		35.	Subordinated Promissory Note, dated as of July 31, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		36.	Subordinated Promissory Note, dated as of June 29, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America,
Inc.



 


		37.	Subordinated Promissory Note, dated as of June 29, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.



 


		38.	Subordinated Promissory Note, dated as of June 29, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		39.	Subordinated Promissory Note, dated as of April 30, 2012, executed by CDF2 Holdings, LLC in favor of Barco, Inc.



 


		40.	Subordinated Promissory Note, dated as of April 30, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America,
Inc.



 


		41.	Subordinated Promissory Note, dated as of April 30, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.



 


		42.	Subordinated Promissory Note, dated as of April 30, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		43.	Subordinated Promissory Note, dated as of March 30, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America,
Inc.



 


		44.	Subordinated Promissory Note, dated as of March 30, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.



 


		45.	Subordinated Promissory Note, dated as of March 30, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		46.	Subordinated Promissory Note, dated as of February 29, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America,
Inc.



 


		47.	Subordinated Promissory Note, dated as of February 29, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.



 


		48.	Subordinated Promissory Note, dated as of February 29, 2012, executed by CDF2 Holdings, LLC in favor of Barco, Inc.



 


		49.	Subordinated Promissory Note, dated as of February 29, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 


		50.	Subordinated Promissory Note, dated as of January 31, 2012 executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.



 


		51.	Subordinated Promissory Note, dated as of January 31, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America,
Inc.



 


		52.	Subordinated Promissory Note, dated as of January 31, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.



 




    Annex A -10


     


    


 


Schedule 6.23 to the Loan Agreement


 


Deposit Accounts and Securities Accounts


 


Cinedigm Digital Funding I, LLC


 





	 

    Institution Name and Address
	 	Account Number	 	Name of Account Owner
	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	 	 	Cinedigm Digital Funding I, LLC


 


Cinedigm DC Holdings, LLC








	 

    Institution Name and Address
	 	Account Number	 	Name of Account Owner
	 	 	 	 	 
	TD Bank NA,

    222 Madison Ave, Morristown NJ 07960
	 	 	 	Cinedigm DC Holdings, LLC
	TD Bank NA,

    222 Madison Ave, Morristown NJ 07960
	 	 	 	Cinedigm DC Holdings, LLC
	TD Bank NA,

    222 Madison Ave, Morristown NJ 07960
	 	 	 	Cinedigm DC Holdings, LLC


 


Access Digital Cinema Phase 2, Corp.





	 

    Institution Name and Address
	 	Account Number	 	Name of Account Owner
	 	 	 	 	 
	TD Bank NA,

    222 Madison Avenue, Morristown, NJ 07960
	 	 	 	Access Digital Cinema Phase 2, Corp.
	TD Bank NA,

    222 Madison Avenue, Morristown, NJ 07960
	 	 	 	Access Digital Cinema Phase 2, Corp.


 


Access Digital Media, Inc.


 


None.


 




    Annex A -11


     


    


 


ANNEX B


 


Schedule 1 to the Security Agreement


 


Commercial Tort Claims


 


None.


 




    Annex B - 1


     


    


 


Schedule 2 to the Security Agreement


 


Loan Party Information


 





	
     

    Loan Party’s Name
	 	Loan Party’s Jurisdiction of Organization	 	Location of Loan Party’s Chief Executive Office	 	Loan Party’s Tax Identification Number	 	Loan Party’s Organizational Number
	 	 	 	 	 	 	 	 	 
	Cinedigm DC Holdings, LLC	 	Delaware	 	902 Broadway, 9th Floor, New York, New York 10010	 	46-2100494 (Federal EIN)	 	5290958 (File Number in Delaware)
	Access Digital Media, Inc.	 	Delaware	 	902 Broadway, 9th Floor, New York, New York 10010	 	20-0037764 (Federal EIN)	 	3621753 (File Number in Delaware)
	Access Digital Cinema Phase 2, Corp. 	 	Delaware	 	902 Broadway, 9th Floor, New York, New York 10010	 	
    26-1444888

    (Federal EIN)
	 	4443030 (File Number in Delaware)
	Christie/AIX, Inc.	 	Delaware	 	902 Broadway, 9th Floor, New York, New York 10010	 	
    20-3133713

    (Federal EIN
	 	3980067 (File Number in Delaware)
	Cinedigm Digital Funding I, LLC	 	Delaware	 	902 Broadway, 9th Floor, New York, New York 10010	 	
    27-2336070

    (Federal EIN
	 	4809809 (File Number in Delaware)



 






    Annex B - 2


     


    

 


Schedule 3 to the Security Agreement


 


Pledged Collateral


 


Cinedigm DC Holdings, LLC


 


1. Any and all shares, shareholder’s or stockholder’s
interests, partnership interests, partner’s interests, limited liability company interests, or other equity interests, whether
owned directly or indirectly, in part or in whole, by Cinedigm DC Holdings, LLC, whether now owned or subsequently acquired and all
proceeds of the foregoing, including, without limitation, the shares set forth below:


 


	
    Issuer
	 	Class of Shares	 	Certificate Number	 	
    % of Share Interest

    owned/% of Share Interest Pledged

	 	 	 	 	 	 	 
	Access Digital Media, Inc.	 	Common	 	3	 	100%/100%


 


2. The collateral shall not
include “Excluded Property,” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and
Security Agreement, dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from time to time),
by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation, Access
Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect Capital
Corporation, a Maryland corporation, as collateral agent for the secured parties.


 


3. All personal property and
other assets of the debtor, wherever located, whether now owned or existing or hereafter acquired or arising, together with all proceeds
thereof, excluding the “Excluded Property” as such term is defined in and used pursuant to the terms of that certain Guaranty,
Pledge and Security Agreement, dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from
time to time), by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation,
Access Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect
Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.


 


Access Digital Media, Inc. 


 


1. Any and all shares, shareholder’s
or stockholder’s interests, partnership interests, partner’s interests, limited liability company interests, or other equity
interests, whether owned directly or indirectly, in part or in whole, by Access Digital Media, Inc., whether now owned or subsequently
acquired and all proceeds of the foregoing, including, without limitation, the shares set forth below:


 


	Issuer	 	Class of Shares	 	Certificate Number	 	
    % of Share Interest

    owned/% of Share Interest Pledged

	 	 	 	 	 	 	 
	Christie/AIX, Inc.	 	Common	 	11	 	100%/100%


 






    Annex B - 3


     


    

 


2. The collateral shall not
include “Excluded Property,” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and
Security Agreement, dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from time to time),
by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation, Access
Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect Capital
Corporation, a Maryland corporation, as collateral agent for the secured parties.


 


3. All personal property and
other assets of the debtor, wherever located, whether now owned or existing or hereafter acquired or arising, together with all proceeds
thereof, excluding the “Excluded Property” as such term is defined in and used pursuant to the terms of that certain Guaranty,
Pledge and Security Agreement, dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from
time to time), by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation,
Access Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect
Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.


 


Cinedigm Corp. (f/k/a Cinedigm Digital Cinema Corp.) 


 


1. The shares set forth below
owned by Cinedigm Corp., any other Pledged Stock or Pledged Property (as each such term is defined and used in the Pledge Agreement defined
below):


 


	Issuer	 	Class of Share/ Membership Interest	 	Certificate Number	 	% of Share/Membership Interest owned/% of Share/Membership Interest Pledged
	 	 	 	 	 	 	 
	Cinedigm DC Holdings, LLC	 	N/A	 	1	 	100%/100%
	Access Digital Cinema Phase 2, Corp.	 	Common	 	2	 	100%/100%
	Cinedigm Digital Cinema Australia Pty Ltd	 	Ordinary	 	2	 	100%/66%


 


2. The collateral shall not include “Excluded
Property,” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement,
dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from time to time), by and among
Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation, Access Digital
Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect Capital
Corporation, a Maryland corporation, as collateral agent for the secured parties.


 






    Annex B - 4


     


    

 


Access Digital Cinema Phase 2, Corp. 


 


1. All personal property and other assets of the debtor, wherever
located, whether now owned or existing or hereafter acquired or arising, together with all proceeds thereof, excluding the
“Excluded Property” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and
Security Agreement, dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from time to
time), by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware
corporation, Access Digital Cinema Phase 2, Corp., a Delaware corporation, and each other guarantor from time to time party thereto
in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.


 


Christie/AIX, Inc. 


 


4. Any and all shares, shareholder’s
or stockholder’s interests, partnership interests, partner’s interests, limited liability company interests, or other equity
interests, whether owned directly or indirectly, in part or in whole, by Christie/AIX, Inc., whether now owned or subsequently acquired
and all proceeds of the foregoing, including, without limitation, the shares set forth below:


 


	Issuer	 	Class of Shares	 	Certificate Number	 	
    % of Share Interest

    owned/% of Share Interest Pledged

	 	 	 	 	 	 	 
	Cinedigm Digital Funding I, LLC	 	N/A	 	1	 	100%/100%


 


 


5. The collateral shall not
include “Excluded Property,” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and
Security Agreement, dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from time to time),
by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation, Access
Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect Capital
Corporation, a Maryland corporation, as collateral agent for the secured parties.


 


6. All personal property and
other assets of the debtor, wherever located, whether now owned or existing or hereafter acquired or arising, together with all proceeds
thereof, excluding the “Excluded Property” as such term is defined in and used pursuant to the terms of that certain Guaranty,
Pledge and Security Agreement, dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced from
time to time), by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation,
Access Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect
Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.


 


Cinedigm Digital Funding I, LLC 


 


1. All personal property and other assets
of the debtor, wherever located, whether now owned or existing or hereafter acquired or arising, together with all proceeds thereof,
excluding the “Excluded Property” as such term is defined in and used pursuant to the terms of that certain Guaranty,
Pledge and Security Agreement, dated as of February 28, 2013 (as amended, supplemented or otherwise modified, renewed or replaced
from time to time), by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a
Delaware corporation, Access Digital Cinema Phase 2, Corp., a Delaware corporation, and each other guarantor from time to time party
thereto in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.


 




    Annex B - 5


     


    


 


Schedule 4 to the Security Agreement


 


Intellectual Property


 


Access Digital
Media, Inc. is the registered owner of trademark entitled “THE COURIER FOR THE DIGITAL ERA’ (Serial No. 78-323372, Registration
No. 3,151,575).


 


 


 


Annex B - 6