Exhibit 10.1


 


 





 



 


 


 STOCK PURCHASE AGREEMENT


 


 





 



 


 


 


 



     


     


    




 


TABLE OF CONTENTS


 


Page


 




	Section 1.   Certain Definitions	1
	Section 2.   Purchase and Sale of the Purchased Shares; Payment	3
	2.1   Purchase and Sale of the Purchased Shares	3
	2.2   Payment	3
	Section 3.   Closing	3
	3.1   Closing Date	3
	3.2   Purchased Shares	3
	3.3   Books and Records	3
	Section 4.   Representations and Warranties of the Seller	3
	4.1   Ownership of the Purchased Shares	3
	4.2   Power and Authority; Enforceability	4
	4.3   Governmental Approvals	4
	4.4   No Litigation and Investigations	4
	4.5   No Contravention of Laws, Agreements or Organizational Documents	5
	4.6   No Fees	5
	4.7   Purchased Shares Status	5
	4.8   No Distribution	5
	4.9   Economic Risk	5
	4.10   Accredited Status	6
	4.11   Restricted Securities	6
	4.12   Investigation	6
	4.13   No Reliance	6
	4.14   ERISA	6
	Section 5.   Representations and Warranties of the Purchaser	6
	5.1   Status	6
	5.2   Power and Authority; Enforceability	6
	5.3   No Contravention of Laws, Agreements or Organizational Documents	7
	5.4   Governmental Approvals	7
	5.5   No Distribution	7
	5.6   Economic Risk	7
	5.7   Accredited Purchaser	8
	5.8   No Reliance	8
	5.9   No Fees	8
	5.10   ERISA	8
	Section 6.   Conditions to Closing	8
	6.1   Conditions to the Sellers’ Obligation to Close	8
	6.2   Conditions to the Purchaser’s Obligation to Close	9



 






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	Section 7.   Miscellaneous	9
	7.1   Termination	9
	7.2   Construction	10
	7.3   Expenses	10
	7.4   Governing Law; Jurisdiction	10
	7.5   Waiver of Jury Trial	10
	7.6   Counterparts	10
	7.7   Assignment	10
	7.8   Third Party Beneficiaries	11
	7.9   Entire Agreement	11
	7.10   Amendments	11
	7.11   Severability	11
	7.12   Notices	11
	7.13   Survival	12


SCHEDULES


 


Schedule APurchased Shares


 






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STOCK PURCHASE
AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT, dated as of
April 10, 2020 (this “Agreement”), is made by and among Cinedigm Corp, a Delaware corporation (the “Purchaser”)
and the sellers named on Schedule A attached hereto (the “Sellers”).


 


WHEREAS, the Sellers
desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, an aggregate of 223,380,000 ordinary shares
(the “Ordinary Shares”) of Starrise Media Holdings Limited (the “Company”) as allocated among
the Sellers in accordance with Schedule A attached hereto (the “Purchased Shares”), subject to the terms
and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the representations, warranties, covenants, agreements and conditions set forth herein, the parties hereby
agree as follows:


 


Section 1.               
Certain Definitions. As used herein, the following terms shall have the meanings set forth below:


 


“Affiliates”
shall mean, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, such person.


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“Ancillary Agreements”
shall have the meaning set forth in Section 4.2.


 


“Benefit Plan”
shall have the meaning set forth in Section 5.12.


 


“Business Day”
shall mean any day except Saturday, Sunday or any other day on which commercial banks are closed in the State of New York or Hong
Kong.


 


“Closing”
shall have the meaning set forth in Section 3.1.


 


“Closing Date”
shall have the meaning set forth in Section 3.1.


 


“Common Stock”
shall mean the Class A common stock, par value $0.001 per share, of the Purchaser.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Control”
(including the terms “controlled by” and “under common control with”) shall mean, with respect to any person,
the possession, directly or indirectly, of the power to direct or cause the direction of the management of policies of such person,
whether through the ownership of securities, limited liability company interests, partnership interests, by contract or otherwise.


 






     


     


    

 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Governmental
Approvals” shall have the meaning set forth in Section 4.3.


 


“Governmental
Authority” shall have the meaning set forth in Section 4.5.


 


“Law”
shall mean all applicable statutes, laws, regulations and orders of, and all applicable restrictions imposed thereunder by, all
Governmental Authorities.


 


“Lien” shall have the meaning
set forth in Section 4.5.


 


“Material Adverse
Effect” shall mean a material adverse effect on the assets, properties, results of operations or financial condition
of the Company and its Subsidiaries considered as a whole.


 


“Ordinary Shares”
shall have the meaning set forth in the Preamble.


 


“Person”
shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other
enterprise or entity or any government or political subdivision or any agency, department or instrumentality thereof.


 


“Purchased Shares”
shall have the meaning set forth in the Recitals.


 


“Purchase Price”
shall have the meaning set forth in Section 2.1.


 


“Purchaser”
shall have the meaning set forth in the Preamble.


 


“Representatives”
means with respect to a particular person, any shareholder, member, director, officer, manager, employee, agent, consultant, advisor,
accountant, financial advisor, legal counsel or other representative of such person.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Sellers”
shall have the meaning set forth in the Preamble.


 


“Subsidiaries”
means, with respect to any person, any corporation, limited liability company, partnership, association, trust or other business
entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or
controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that person or a combination thereof
or (ii) if a limited liability company, partnership, association, trust or other business entity (other than a corporation),
a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly,
by that person or one or more Subsidiaries of that person or a combination thereof and for this purpose, a person or persons own
a majority ownership interest in such a business entity (other than a corporation) if such person or persons shall be allocated
a majority of such business entity’s gains or losses or shall be or control any managing director or general partner of such
business entity (other than a corporation). The term Subsidiary shall include all Subsidiaries of such Subsidiary.


 






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Section 2.               
Purchase and Sale of the Purchased Shares; Payment.


 


2.1             
Purchase and Sale of the Purchased Shares. On the terms and subject to the conditions contained in this Agreement,
and in reliance on the representations, warranties and covenants contained herein, at the Closing, the Sellers agree to sell, assign,
convey, transfer and deliver to the Purchaser or the Purchaser’s designee, and the Purchaser agrees to purchase and accept,
or cause its designee to accept, if applicable, the Purchased Shares, free and clear of all Liens, for an aggregate of 29,855,081
shares of Common Stock (the “Purchase Price”), payable as set forth in Section 2.2.


 


2.2             
Payment. The Purchase Price shall be paid in shares of Common Stock. The number of shares of Common Stock to be issued
to each Seller will be determined in accordance with Schedule A.


 


Section 3.               
Closing.


 


3.1             
Closing Date. Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the
closing of the purchase and sale of all or portions of the Purchased Shares as contemplated by this Agreement (each, a “Closing”)
shall occur on April 15, 2020 or on such date or dates as may be mutually agreed upon by the Sellers and the Purchaser (each, a
 “Closing Date”).


 


3.2             
Purchased Shares. At any Closing, each Seller that is delivering any Purchased Shares will deliver to the Purchaser
instruments of transfer or other appropriate documents satisfactory to the Purchaser indicating proof of transfer of the Purchased
Shares being transferred at such Closing to the Purchaser, or its designee, if applicable.


 


3.3             
Books and Records. On any Closing Date, each Seller that is delivering any Purchased Shares shall cause the Company
to record, or to cause its transfer agent or stock registrar for the Ordinary Shares to record, the Purchase as the record or beneficial,
as applicable, holder of the Purchased Shares being transferred at such Closing in the books and records of the Company.


 


Section 4.               
Representations and Warranties of the Seller. Each Seller hereby represents and warrants to the Purchaser, severally
and not jointly, that on and as of the date hereof:


 


4.1             
Ownership of the Purchased Shares.


 


(a)              
The Seller will sell such number of Ordinary Shares such that, together with the other Seller, the full number of Purchased
Shares will be available to be sold to the Purchaser, in accordance with Schedule A. The Seller has good, valid and marketable
title to, owns of record






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and
beneficially, and is entitled to sell, assign, transfer and deliver to the Purchaser the Seller’s Purchased Shares, on the
terms of this Agreement without the consent of any person; provided, however, that if the Seller intends to exercise or convert
currently exercisable or convertible securities of the Company in order to acquire some or all of the Purchased Shares to be sold
by the Seller, the Seller (i) has good, valid and marketable title to such exercisable or convertible securities, with the current
and valid right to exercise or convert such exercisable or convertible securities, (ii) will exercise or convert such exercisable
or convertible securities prior to or in connection with the Closing in order to have Seller’s Purchased Shares readily
available for Closing, and (iii) at Closing, shall have good, valid and marketable title to, own of record and beneficially, and
be entitled to sell, assign, transfer and deliver to the Purchaser the Purchased Shares acquired upon such exercise or conversion,
on the terms of this Agreement without the consent of any person. Upon consummation of the transactions contemplated herein, at
the Closing, the Purchaser will be vested with good and marketable title in and to the Purchased Shares, free and clear of all
Liens (except for any Liens that are created by or imposed thereon by the Purchaser).


 


(b)              
The Seller is not party to any commitments, arrangements, rights or agreements providing for the repurchase, redemption
or other acquisition of the Purchased Shares, or voting agreements, shareholders agreements, management agreements, pledge agreements,
buy-sell agreements, proxies or similar agreements or understandings with respect to the Seller’s Purchased Shares or which
restrict or grant any right, preference or privilege with respect to such Purchased Shares, except for any agreements or understandings
that will be terminated or cancelled in full as of or prior to the Closing.


 


4.2             
Power and Authority; Enforceability. The Seller has necessary power and authority to execute, deliver and perform
its obligations under this Agreement and any required stock power or similar instrument of transfer as other all other documents
executed and delivered in connection with this Agreements (the “Ancillary Agreements”); and it has all requisite
organizational power and authority and has taken all organizational action necessary in order to execute, deliver and perform its
obligations under this Agreement and any Ancillary Agreements to which it is a party. This Agreement, and each Ancillary Agreement
to which the Seller is a party, has been duly executed and delivered by the Seller and constitutes a valid and binding agreement
of the Seller, enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.


 


4.3             
Governmental Approvals. No material order, consent, approval, license, authorization, or validation of, or notice
to, filing, recording or registration with, or exemption by, any Governmental Authority (collectively, “Governmental Approvals”)
is required to be made or obtained by the Seller to authorize or is required to be made or obtained by the Seller in connection
with the execution, delivery and performance of this Agreement or the Ancillary Agreements.


 


4.4             
No Litigation and Investigations. There are no actions, claims, suits, investigations or proceedings pending, or
to the knowledge of Seller, threatened in writing or orally against the Seller or its affiliates, individually or jointly, that
(a) relate to the Purchased Shares or (b) challenge the validity or enforceability of the Seller’s obligations under this
Agreement.


 






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4.5             
No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance
of this Agreement and the Ancillary Agreements to which the Seller is a party nor the consummation by the Seller of the transactions
contemplated herein or therein, (i) will contravene any applicable provision of any law, statute, rule, regulation, order,
writ, injunction or decree of any nation or government, any state or other political subdivision thereof, whether foreign, state
or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (“Governmental Authority”),
in each case in any manner that would be material to the Seller or its affiliates, or that would otherwise materially adversely
affect the ability of the Seller to perform its obligations under this Agreement or the Ancillary Agreements to which the Seller
is a party, (ii) will conflict with or violate or result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or loss of
a benefit under, any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material agreement to which
the Seller or any affiliate of the Seller is a party or by which the Seller or any such affiliate or any of the Seller’s
or such affiliate’s property or assets are bound or to which it may be subject, in each case in any manner that would be
material to the Seller or such affiliates or that would otherwise materially adversely affect the ability of the Seller to perform
its obligations under this Agreement or the Ancillary Agreements to which the Seller is a party, (iii) will result in the
creation or imposition of (or the obligation to create or impose) any mortgage, pledge, deed of trust, security interest, encumbrance,
UCC-1 financing statement (or amendment thereto), hypothecation, assignment, charge, deposit arrangement, encumbrance, easement,
lien (statutory or other), right of first refusal, charge or other adverse claim of any kind (including any agreement to give any
of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof, and any synthetic
or other financing lease having substantially the same economic effect as any of the foregoing) (“Lien”) upon
any of the property or assets of the Seller or its affiliates in any manner that would be material to the Seller and its affiliates,
or (iv) will violate any provision of the organizational documents of the Seller or, if applicable, its affiliates.


 


4.6             
No Fees. Neither the Seller nor any of its respective officers, directors, employees or other affiliates have employed
any broker or finder or incurred any liability for any investment banking fees, brokerage fees, commissions or finders’ fees
in connection with the purchase and sale of the Purchased Shares.


 


4.7             
Purchased Shares Status. Upon or prior to acquisition by the Seller, the relevant Purchased Shares were duly authorized
and were validly issued in compliance with all applicable legal requirements and governing documents, are fully paid and non-assessable.


 


4.8             
No Distribution. The Seller is acquiring the Common Stock for investment for the Purchaser’s own account, and
not with a view to the distribution thereof by the Purchaser in violation of any applicable securities laws.


 


4.9             
Economic Risk. The Seller acknowledges that it can bear the economic risk of the investment in the Common Stock for
an indefinite period of time and has such knowledge and experience in financial and business affairs that it is capable of evaluating
the merits and risks of the investment in the Common Stock, and has not relied upon any representations, warranties or agreements
in connection therewith other than those expressly set forth in this Agreement.


 






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4.10         
Accredited Status. The Seller is an “accredited investor” within the meaning of Rule 501(a) under
the Securities Act.


 


4.11         
Restricted Securities. The Seller understands that the Common Stock constitutes “restricted securities”
under the U.S. securities laws inasmuch as they are being acquired from the Seller in a transaction not involving a public offering
and that under such laws and applicable regulations such Common Stock may be resold without registration under the Securities Act
only in certain circumstances. In this connection, the Seller understands the resale limitations imposed by the Securities Act.


 


4.12         
Investigation. To the full satisfaction of the Seller, the Seller has been furnished any materials the Seller has
requested relating to the Purchaser and issuance to the Seller of Common Stock as consideration for the purchase of the Purchased
Shares, and the Seller has been afforded the opportunity to ask questions of Representatives of the Purchaser concerning the Common
Stock.


 


4.13         
No Reliance. Other than the representations and warranties expressly set forth in this Agreement and the Ancillary
Agreements, none of the Seller or any of its affiliates, associates, directors, officers, attorneys, accountants, agents, members,
managers, partners, employees, stockholders, equity holders or controlling persons is relying upon any information, representation
or warranty by the Purchaser, or any of its directors, officers, attorneys, accountants, agents, members, managers, partners, stockholders
or employees or any of such persons’ heirs, successors, assigns and controlling persons (if any), in determining whether
to invest in the Purchaser, enter into this Agreement or any Ancillary Agreement or consummate the transactions contemplated hereby
or thereby and none of the foregoing persons have made any other representation or warranty or advised the Seller concerning an
investment in the Purchaser or recommended an investment in the Purchaser to the Seller. The Seller has consulted to the extent
deemed appropriate by the Seller with the Seller’s own advisors as to the financial, tax, legal and related matters concerning
an investment in the Common Stock and on that basis believes that an investment in the Common Stock is suitable and appropriate
for the Seller.


 


4.14         
ERISA. The Seller is not a “benefit plan investor” within the meaning of Section 3(42) of ERISA
and the regulations thereunder or under any similar state, local or foreign law or regulation.


 


Section 5.               
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Sellers that
on and as of the date hereof:


 


5.1             
Status. The Purchaser is in good standing under the laws of the jurisdiction of its organization and has the corporate,
partnership or other organizational power and authority to own its property and assets and to transact the business in which it
is engaged and presently proposes to engage.


 


5.2             
Power and Authority; Enforceability. The Purchaser has the necessary power and authority to enter into this Agreement
and the Ancillary Agreements and to perform its obligations


 






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hereunder
and thereunder, and to consummate the transactions contemplated hereby and thereby. Each person executing and delivering this
Agreement and any Ancillary Agreement on behalf of the Purchaser is duly authorized to execute and deliver this Agreement and
such Ancillary Agreements on behalf of the Purchaser. The execution and delivery of this Agreement and such Ancillary Agreements
by the Purchaser has been duly and validly authorized by all requisite action, and no other proceedings on the part of the Purchaser
are necessary to authorize this Agreement and such Ancillary Agreements. This Agreement and such Ancillary Agreements have each
been duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the
Sellers, constitutes a legal, valid and binding obligation of the Purchaser, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.


 


5.3             
No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance
by the Purchaser of this Agreement and the Ancillary Agreements, nor the consummation by the Purchaser of the transactions contemplated
herein or therein, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction
or decree of any Governmental Authority in any material respect, (ii) will conflict with or violate or result in any breach
of any of the terms, covenants, conditions or provisions of, or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default), or loss of a benefit under any indenture, mortgage, deed of trust, loan agreement,
credit agreement or any other material agreement to which the Purchaser is a party or by which it or any of its property or assets
are bound or to which it may be subject, in each case in any manner that would be material to the Purchaser, or that would otherwise
materially adversely affect the ability of the Purchaser to perform its obligations under this Agreement or the Ancillary Agreements,
(iii) will result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property
or assets of the Purchaser in any manner that would be material to the Purchaser, or (iv) will violate any provision of the
organizational documents of the Purchaser.


 


5.4             
Governmental Approvals. Except as shall have been made or obtained on or prior to the Closing, no material Governmental
Approvals are required to be made or obtained by the Purchaser to authorize, or are required to be made or obtained by the Purchaser
in connection with, (i) the execution, delivery and performance of this Agreement and the Ancillary Agreements or (ii) the
validity, binding effect or enforceability of this Agreement and the Ancillary Agreements against the Purchaser.


 


5.5             
No Distribution. The Purchaser is acquiring the Purchased Shares for investment for the Purchaser’s own account,
and not with a view to the distribution thereof by the Purchaser in violation of any applicable securities laws.


 


5.6             
Economic Risk. The Purchaser acknowledges that it can bear the economic risk of the investment for an indefinite
period of time and has such knowledge and experience in financial and business affairs that it is capable of evaluating the merits
and risks of the investment in the Purchased Shares, and has not relied upon any representations, warranties or agreements in connection
therewith other than those expressly set forth in this Agreement.


 






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5.7             
Accredited Purchaser. The Purchaser is an “accredited investor” within the meaning of Rule 501(a)
under the Securities Act.


 


5.8             
No Reliance. Other than the representations and warranties expressly set forth in this Agreement and the Ancillary
Agreements, none of the Purchaser or any of its affiliates, associates, directors, officers, attorneys, accountants, agents, members,
managers, partners, employees, stockholders, equity holders or controlling persons is relying upon any information, representation
or warranty by the Sellers, or any of their directors, officers, attorneys, accountants, agents, members, managers, partners, stockholders
or employees or any of such persons’ heirs, successors, assigns and controlling persons (if any), in determining whether
to invest in the Company, enter into this Agreement or any Ancillary Agreement or consummate the transactions contemplated hereby
or thereby and none of the foregoing persons have made any other representation or warranty or advised the Purchaser concerning
an investment in the Company or recommended an investment in the Company to the Purchaser. The Purchaser has consulted to the extent
deemed appropriate by the Purchaser with the Purchaser’s own advisors as to the financial, tax, legal and related matters
concerning an investment in the Purchased Shares and on that basis believes that an investment in the Purchased Shares is suitable
and appropriate for the Purchaser.


 


5.9             
No Fees. None of the Purchaser nor any of its respective officers, directors, employees and affiliates has employed
any broker or finder or incurred any liability for any investment banking fees, brokerage fees, commissions or finders’ fees
in connection with the purchase and sale of the Purchased Shares.


 


5.10         
ERISA. The Purchaser is not a “benefit plan investor” within the meaning of Section 3(42) of ERISA
and the regulations thereunder or under any similar state, local or foreign law or regulation.


 


Section 6.               
Conditions to Closing.


 


6.1             
Conditions to the Sellers’ Obligation to Close.
The obligation of the Sellers to consummate the purchase and sale of the Purchased Shares contemplated by this Agreement is subject
to satisfaction (or written waivers of the Sellers) of the following conditions:


 


(a)              
the payment of the Purchase Price by the Purchaser to the Sellers, which may be satisfied by the delivery to the Sellers
of an irrevocable instruction letter to the transfer agent for the Common Stock to have the shares of Common Stock constituting
the Purchase Price issued to Sellers within five (5) business days, in book entry form unless a paper certificate is requested
by any Seller;


 


(b)              
the representations and warranties of the Purchaser, as set forth in Section 5 of this Agreement, are true and correct
in all material respects as of the Closing Date with the same effect as though made at and as of the Closing Date; provided,
however, that those representations and warranties that are specifically made as of a particular calendar date shall be so true
and correct as of such date;


 


(c)              
the Purchaser has performed and complied in all material respects with all covenants required to be performed by it under
this Agreement on or prior to the Closing Date; and


 






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(d)              
execution and delivery by the Purchaser to the Seller and the Company of a cross receipt in such form as mutually agreed
to by the parties hereto.


 


6.2             
Conditions to the Purchaser’s Obligation to Close.
The obligation of the Purchaser to consummate the purchase and sale of the Purchased Shares contemplated by this Agreement is subject
to satisfaction (or written waiver of the Purchaser) of the following conditions:


 


(a)              
delivery by the Sellers to the Purchaser of proof of transfer of the Purchased Shares in accordance with Section 3.2
above;


 


(b)              
the representations and warranties of the Sellers, as set forth in Section 4 of this Agreement, are true and correct
in all material respects as of the Closing Date with the same effect as though made at and as of the Closing Date; provided,
however, that those representations and warranties that are specifically made as of a particular calendar date shall be so true
and correct as of such date;


 


(c)              
the approval of Purchaser’s stockholders shall have been obtained;


 


(d)              
regulatory approval or clearance, as applicable, including without limitation the Nasdaq Stock Market and the Committee
on Foreign Investment in the United States, shall have been obtained;


 


(e)              
the consent of the Purchaser’s lenders, as applicable, shall have been obtained;


 


(f)               
since the date of this Agreement, there shall not have been any Material Adverse Effect, or any event, change, or effect
that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;


 


(g)              
Purchaser shall be satisfied that the acquisition of the Purchased Shares will be made in compliance with applicable rules
of the Hong Kong Stock Exchange; and


 


(h)              
Purchaser’s Board of Directors shall be satisfied as to due diligence performed on the Company, including obtaining
a fairness opinion satisfactory to it, if appropriate.


 


Section 7.               
Miscellaneous.


 


7.1             
Termination. This Agreement may be terminated and the transactions contemplated hereby shall be abandoned at any
time prior to the Closing upon written notice by:


 


(a)              
the Purchaser, in the event that any condition set forth in Section 4.1 or Section 6.2 shall not be satisfied,
or shall not be reasonably capable of being satisfied, by June 30, 2020 (the “Walk-Away Date”); or


 


(b)              
either Seller, in the event that any condition set forth in Section 6.1 shall not be satisfied, or shall not be reasonably
capable of being satisfied, by the Walk-Away Date.


 






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7.2             
Construction. The headings and titles in this Agreement are included for convenience of reference only and shall
not limit or otherwise affect the meaning or interpretation of this Agreement. The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole, including
any schedules hereto, and not to any particular provision of this Agreement, and section and subsection references are to this
Agreement unless otherwise specified. The words “include” and “including” and words of similar import when
used in this Agreement shall be deemed to be followed by the words “without limitation”. The meanings given to terms
defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The terms “dollars” and “$”
mean United States dollars. To the extent applicable, dollar figures and other amounts shall be equitably adjusted to reflect splits
and combinations of shares and units.


 


7.3             
Expenses. Except to the extent otherwise expressly provided herein, whether or not the transactions contemplated
by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such cost or expense.


 


7.4             
Governing Law; Jurisdiction. This Agreement shall be construed and interpreted in accordance with the internal laws
of the State of New York without giving effect to any principle or rule (whether of the State of New York or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the laws of the State of New York. Any claim, action
or dispute against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in the
courts of the State of New York located in the City of New York and the County of New York or in the Federal courts of the United
States sitting in the City of New York and the County of New York. Each of the Parties hereby irrevocably submits to the exclusive
jurisdiction of such courts for the purpose of any such claim, action or dispute; provided that a final judgment in any
such claim, action or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Each Party irrevocably waives and unconditionally agrees not to assert, by way of a motion, as a
defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (a) any objection that it may ever
have that the laying of venue of any such claim, action or dispute in any federal or state court located in the above named state
or city is improper, (b) any objection that any such claim, action or dispute brought in any of the above named courts has been
brought in an inconvenient forum or (c) any claim that it is not personally subject to the jurisdiction of the above named courts.


 


7.5             
Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


7.6             
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument, and may be delivered as originals, by electronic format
or otherwise.


 


7.7             
Assignment. This Agreement and the rights hereunder shall not be assignable or transferable by any party without
the prior written consent of the other parties. Any assignment or transfer made without such prior written consent shall be null
and void. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and permitted assigns of the parties and capitalized terms referring to persons and entities shall include their respective successors
and assigns.


 






    	 	-10-	 



     


    

 


7.8             
Third Party Beneficiaries. Nothing in this Agreement, express or implied, shall give to any person, other than the
Sellers and the Purchaser and their respective successors and assigns, any benefit of any legal or equitable right, remedy or claim
under this Agreement.


 


7.9             
Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement among the parties relative
to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof is superseded
in its entirety by this Agreement. Notwithstanding anything to the contrary in this Agreement and the Ancillary Agreements, the
Purchaser shall be permitted to make disclosures with respect to announcing or reporting its investment in the Purchased Shares
to the extent that such disclosures are required by applicable Law.


 


7.10         
Amendments. Neither this Agreement nor any provision hereof may be amended, modified, changed, discharged or terminated
except pursuant to a written agreement entered into by the Sellers and the Purchaser.


 


7.11         
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable Law, portions
of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement, and the
balance of this Agreement shall be enforceable in accordance with its terms.


 


7.12         
Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall
be deemed effectively given (i) upon actual delivery to the party to be notified, (ii) one (1) business day after deposit
with a recognized overnight delivery service, or (iii) five (5) business days after deposit with the U.S. Postal Service by first
class certified or registered mail, postage prepaid, return receipt requested. All notices, requests and other communications will
be deemed received pursuant to this Section 7.12 if received prior to 5:00 P.M. in the place of receipt and such day is
a business day. Otherwise, any notice or communication will be deemed not to have been received until the next succeeding business
day. All such communications shall be addressed to each Seller at the address set forth on such Seller’s signature page or
to the Purchaser at the following address (unless another address is so specified in writing by any Party subsequent to the date
hereof):


 




Cinedigm Corp.

45 W. 36th Street

New York, NY 10018

Attn: General Counsel

Telephone: (212) 206-8600

Email: gloffredo@cinedigm.com


 






    	 	-11-	 



     


    

 


with a copy to:






Kelley Drye & Warren LLP


101 Park Avenue


New York, NY 10178

Attn: Jonathan K. Cooperman

Telephone: (212) 808-7534

Email: jcooperman@kelleydrye.com


 


7.13         
Survival.


 


(a)              
All representations and warranties made by the parties hereto in this Agreement shall survive for a period of one year from
and after the Closing. Each party acknowledges and agrees that, prior to the Closing, the sole and exclusive remedy of the Purchaser
for any breach or inaccuracy of any representation or warranty contained in this Agreement or any certificate or instrument delivered
hereunder shall be (assuming that the conditions set forth in Section 6.2 of this Agreement have not been satisfied or waived)
refusal to close the transaction contemplated herein.


 


[Signature Pages to Follow]


 






    	 	-12-	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 





		BISON GLOBAL INVESTMENT SPC - BISON GLOBAL NO. 1 SP
	 	 	 
	 	 	 
	 	By:	/s/ Fung Ka Chun
	 	Name:	Fung Ka Chun
	  	Title: 	Director
	 	 	 
		Address:	Room 609-610, 21st Century Tower B,
	 	 	No. 40 Liangmaqiao Road
    
	 	 	Chaoyang District, Beijing,
    
	 	 	China
	 		Tel: +86 010 84446968
	 		Email: bisonglobalsp1@gmail.com
	 	 	 
		with a copy to:
	 	 	 
		Address: 	 
	 	 	
	 	 	
	 	 	
	 	 	Tel:
	 	 	Email:
	 	 	 
	 	US EIN, if any:







 


 



    


[Signature Page to the Stock Purchase
Agreement]


 







     


    




 





		HUATAI INVESTMENT LP





	 	 	 
	 	 	 
	 	By:	/s/ Fung Ka Chun
	 	Name:	Fung Ka Chun
	  	Title: 	Director
	 	 	 
		Address:	Room 609-610, 21st Century Tower B,
	 	 	No. 40 Liangmaqiao Road
    
	 	 	Chaoyang District, Beijing,
    
	 	 	China
	 		Tel: +86 010 84446968
	 		Email: huataiinvestmentlp@gmail.com
	 	 	 
		with a copy to:
	 	 	 
		Address: 	 
	 	 	
	 	 	
	 	 	
	 	 	Tel:
	 	 	Email:
	 	 	 
	 	US EIN, if any:





 


 



    


[Signature Page to the Stock Purchase
Agreement]


 







     


    







 


		ANTAI
INVESTMENT LP





	 	 	 
	 	 	 
	 	By:	/s/ Fung Ka Chun
	 	Name:	Fung Ka Chun
	  	Title: 	Director
	 	 	 
		Address:	Room 609-610, 21st Century Tower B,
	 	 	No. 40 Liangmaqiao Road
    
	 	 	Chaoyang District, Beijing,
    
	 	 	China
	 		Tel: +86 010 84446968
	 		Email: antaiinvestmentlp@gmail.com
	 	 	 
		with a copy to:
	 	 	 
		Address: 	 
	 	 	
	 	 	
	 	 	
	 	 	Tel:
	 	 	Email:
	 	 	 
	 	US EIN, if any:








 


 



    


[Signature Page to the Stock Purchase
Agreement]


 







     


    




 





		MINGTAI
INVESTMENT LP





	 	 	 
	 	 	 
	 	By:	/s/ Fung Ka Chun
	 	Name:	Fung Ka Chun
	  	Title: 	Director
	 	 	 
		Address:	Room 609-610, 21st Century Tower B,
	 	 	No. 40 Liangmaqiao Road
    
	 	 	Chaoyang District, Beijing,
    
	 	 	China
	 		Tel: +86 010 84446968
	 		Email: mingtaiinvestmentlp@gmail.com
	 	 	 
		with a copy to:
	 	 	 
		Address: 	 
	 	 	
	 	 	
	 	 	
	 	 	Tel:
	 	 	Email:
	 	 	 
	 	US EIN, if any:


   


 



    


[Signature Page to the Stock Purchase
Agreement]


 







     


    




 





		SHANGTAI
ASSET MANAGEMENT LP





	 	 	 
	 	 	 
	 	By:	/s/ Fung Ka Chun
	 	Name:	Fung Ka Chun
	  	Title: 	Director
	 	 	 
		Address:	Room 609-610, 21st Century Tower B,
	 	 	No. 40 Liangmaqiao Road
    
	 	 	Chaoyang District, Beijing,
    
	 	 	China
	 		Tel: +86 010 84446968
	 		Email: shangtaiassetmanagement@gmail.com
	 	 	 
		with a copy to:
	 	 	 
		Address: 	 
	 	 	
	 	 	
	 	 	
	 	 	Tel:
	 	 	Email:
	 	 	 
	 	US EIN, if any:


 


 



    


[Signature Page to the Stock Purchase
Agreement]


 







     


    

 





		CINEDIGM
CORP.





	 	 	 
	 	 	 
	 	By:	/s/ Gary Loffredo
	 	Name:	Gary Loffredo
	  	Title: 	COO



 









    


[Signature Page to the Stock Purchase
Agreement]


 







     


    

  


SCHEDULE A


 


PURCHASED SHARES


 


	Sellers	Number of Ordinary Shares

to be Sold	
        Purchase Price

        (Shares of

        Common Stock)

	Bison Global Investment SPC - Bison Global No. 1 SP  	61,534,000	8,224,114
	Huatai Investment LP  	35,866,000	4,793,546
	Antai Investment LP  	29,170,000	3,898,615
	Mingtai Investment LP  	42,442,000	5,672,439
	Shangtai Asset Management LP 	54,368,000	7,266,367
	TOTAL	223,380,000	29,855,081


  







 



    A-1