Exhibit 4.22


 


DESCRIPTION OF SECURITIES


 


Authorized and Outstanding Capital Stock


 


The following description of Cinedigm Corp.’s
common stock and provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to our certificate
of incorporation and bylaws, which have been incorporated by reference as exhibits to the Annual Report on Form 10-K to which this Description
of Securities is an exhibit.


 


Our authorized capital stock consists of
200,000,000 shares of Class A common stock, par value $0.001 per share (the “Class A common stock”), and 15,000,000 shares
of preferred stock, par value $0.001 per share, of which 20 shares are authorized as Series A 10% Non-Voting Cumulative Preferred Stock
(the “Series A Preferred Stock”).


 


As of March 31, 2021, there were 166,228,220
shares of Class A common stock outstanding, and 7 shares of Series A Preferred Stock were outstanding.


 


Description of Common Stock


 


Voting Rights. Holders of Class A common
stock are entitled to one vote per share on all matters submitted to a vote of our stockholders.


 


Holders of a majority of our outstanding shares
of Class A common stock present or represented by proxy at any meeting of our stockholders constitute a quorum.


 


Dividends; Liquidation; Preemptive Rights.
Holders of Class A common stock are entitled to receive dividends only if, as and when declared by our board of directors out of funds
legally available for that purpose. In the event of our liquidation, dissolution or winding-up, holders of Class A common stock are entitled,
subject to any priorities due to any holders of our preferred stock, ratably to share in all assets remaining after payment of our liabilities.
Holders of Class A common stock have no preemptive rights nor any other rights to subscribe for shares or securities convertible into
or exchangeable for shares of Class A common stock.


 


Our Class A common stock is traded on Nasdaq under
the symbol “CIDM.”


 


Description of Warrants


 


The following table presents information on outstanding
warrants to purchase shares of our Class A common stock as of March 31, 2021. All of the outstanding warrants are fully vested and exercisable.


 


	 	 	Amount

 Outstanding	 	 	Expiration	 	Exercise Price Per

 Share	 
	Warrants issued to a strategic management service provider	 	35,000 
17,500	 	 	July 2021 
July 2021	 	$

$ 	17.30

                                                                                30.00
	 
	Warrants issued in connection with exchanges of convertible notes	 	 	246,019	 	 	December 2021	 	$	1.30	 
	Warrants issued in connection with a term loan agreement	 	 	1,400,000	 	 	December 2022	 	$	1.80	 




 


All of such warrants provide for adjustment upon
a stock split, stock dividend, or stock reclassification. The warrants expiring in December 2021 provide for customary anti-dilution rights.


 






     


     


    

 


Preferred Stock


 


Our Board of Directors
is authorized, subject to any limitations prescribed by law, without further stockholder approval, to issue from time to time up to an
aggregate of 15,000,000 shares of our preferred stock, in one or more series.  The Series A Preferred Stock may be redeemed
by the Company at any time after the second anniversary of the date such shares were issued in cash or, at the Company’s option
if certain conditions are met, in shares of Class A common stock.  The holders of Series A Preferred Stock are entitled to receive
cumulative dividends from the date of issuance at an annual rate of 10% of the original issue price.  Such dividends shall be
payable in arrears in cash or, at the Company’s option, in shares of Class A common stock if certain conditions are met, quarterly
on the last day of each calendar quarter, until such shares of Preferred Stock are redeemed.


 


Each other series of preferred
stock to be issued, if any, will have such number of shares, designations, preferences, powers and qualifications and special or relative
rights or privileges as will be determined by our board of directors, which may include, among others, dividend rights, voting rights,
redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights.  The rights of the
holders of our common stock will be subject to the rights of holders of any preferred stock outstanding and issued in the future. The
issuance of preferred stock, while providing desirable flexibility in connection with the possible acquisitions and other corporate purposes,
could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority
of our outstanding voting stock.


 


Anti-Takeover Effects of Delaware Law; Our Certificate
of Incorporation and Our Bylaws


 


Delaware law, our certificate of incorporation
and our bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control
of us. These provisions, which are summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids.
These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board.


 


No Cumulative Voting.  Under Delaware law,
the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizes cumulative voting. Our Fifth
Amended and Restated Certificate of Incorporation does not grant shareholders the right to vote cumulatively.


 


Blank Check Preferred Stock. We believe
that the availability of the preferred stock under our Fifth Amended and Restated Certificate of Incorporation provides us with flexibility
in addressing corporate issues that may arise. Having these authorized shares available for issuance will allow us to issue shares of
preferred stock without the expense and delay of a special stockholders’ meeting. The authorized shares of preferred stock, as well
as shares of Class A common stock, will be available for issuance without further action by our stockholders, with the exception of any
actions required by applicable law or the rules of any stock exchange on which our securities may be listed. Our Board of Directors will
have the power, subject to applicable law, to issue classes or series of preferred stock that could, depending on the terms of the class
or series, impede the completion of a merger, tender offer or other takeover attempt.


 


Stockholder Action by Written Consent. Our
Fifth Amended and Restated Certificate of Incorporation provides that any action required or permitted to be taken at any annual or special
meeting of our stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing,
setting forth the action so taken, are signed by the holders of outstanding capital stock of having not less than the minimum number of
votes necessary to authorize such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted.