Exhibit










June 26, 2020


CONSENT 




BY ELECTRONIC TRANSMISSION
Cinedigm Corp.
45 West 36th Street, 7th Floor
New York, NY 10018 

Ladies and Gentlemen:


We refer to the Second Lien Loan Agreement, dated as of July 14, 2016 (as amended, amended and restated, supplemented or otherwise modified before the date hereof, the “Second Lien Loan Agreement”), among Cinedigm Corp. (the “Borrower”), certain Lenders, and Cortland Capital Market Services LLC, as Agent.  Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Second Lien Loan Agreement.


We request an amendment to the Second Lien Loan Agreement and the related Loan Documents pursuant to which the Maturity Date thereunder would be extended to September 30, 2020.  
In addition, at the Borrower’s discretion, (a) if payment in full under the Second Lien Loan Agreement is not made by or on September 30, 2020, the Maturity Date may be extended to March 31, 2021 for an aggregate consent fee of $50,000 to the Lenders payable on October 1, 2020, and (b) if payment in full under the Second Lien Loan Agreement is not made by or on March 31, 2021, the Maturity Date may be extended to June 30, 2021 for an additional aggregate consent fee of $100,000 to the Lenders payable on April 1, 2021 (the “Extension Options”).


 Upon payment by Borrower of an aggregate consent fee of $100,000 to the Lenders, Lenders hereby agree that the definition of “Maturity Date” in the Second Lien Loan Agreement shall mean “September 30, 2020” and the Extension Options shall be effective.


This letter agreement is a Loan Document.  On and after the date hereof, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to the “Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement as amended by this letter agreement.




[signature page follows]


                        


























Sincerely yours,


CORTLAND CAPITAL MARKET SERVICES LLC, as Agent 




By:_/s/ Matthew Trybula_____________
      Name: Matthew Trybula
      Title: Associate Counsel


AGREED AND ACKNOWLEDGED:


CINEDIGM CORP.




By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


ADM CINEMA CORPORATION 
 
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


VISTACHIARA PRODUCTIONS, INC. 
 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


VISTACHIARA ENTERTAINMENT, INC. 
 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


CINEDIGM ENTERTAINMENT CORP. 
 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


CINEDIGM ENTERTAINMENT HOLDINGS, LLC 
 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


CINEDIGM HOME ENTERTAINMENT, LLC 
 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


DOCURAMA, LLC 
 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


DOVE FAMILY CHANNEL, LLC 
 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


CINEDIGM OTT HOLDINGS, LLC 
 
 By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


CINEDIGM PRODUCTIONS, LLC 
 
 By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


PATRICK O’BRIEN IRA
           
     By:    /s/ Patrick O’Brien
      Name: Patrick O’Brien
      Title: Beneficiary of the Patrick O’Brien, IRA


CHRIS AND JAMIE MCGURK LIVING TRUST
           
     By:    /s/ Christopher J. McGurk
     Name:  Christopher J. McGurk
     Title:    Trustee




UVE Partners LLC
           
     By:    /s/ Gary Simon
          Name: Gary Simon
          Title:   Managing Member


Hudson Asset Partners LC
           
     By:    /s/ Gary Simon
          Name: Gary Simon
          Title:   Manager
      
     Hedy Kleinman Marital Trust
           
     By:    /s/ Gary Simon
          Name: Gary Simon
          Title:   Trustee
           
Lotus Investors LLC
           
     By:    /s/ Gary Simon
          Name: Gary Simon
          Title:   Managing Member




HACKETT FAMILY TRUST
           
     By:    /s/ Terry C. Hackett
          Name:  Terry C. Hackett
          Title: Trustee




WOLVERINE FLAGSHIP FUND TRADING 
LIMITED, as a Lender
           
     By:    /s/ Kenneth L. Nadel
          Name:  Kenneth L. Nadel
          Title:  Authorized Signatory








June 26, 2020


CONSENT 




BY ELECTRONIC TRANSMISSION
Cinedigm Corp.
45 West 36th Street, 7th Floor
New York, NY  10018


Ladies and Gentlemen:


We refer to the Second Lien Loan Agreement, dated as of July 14, 2016 (as amended, amended and restated, supplemented or otherwise modified before the date hereof, the “Loan Agreement”), among Cinedigm Corp. (the “Borrower”), certain Lenders, and Cortland Capital Market Services LLC, as Agent.  Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Loan Agreement.


Borrower requests an amendment to the Second Lien Loan Agreement and the related Loan Documents pursuant to which the Maturity Date thereunder would be extended to September 30, 2020 for an aggregate consent fee of $100,000 to the Lenders.  In addition, at the Borrower’s discretion, (a) if payment in full under the Second Lien Loan Agreement is not made by or on September 30, 2020, the Maturity Date may be extended to March 31, 2021 for an aggregate consent fee of $50,000 to the Lenders payable on October 1, 2020, and (b) if payment in full under the Second Lien Loan Agreement is not made by or on March 31, 2021, the Maturity Date may be extended to June 30, 2021 for an additional aggregate consent fee of $100,000 to the Lenders payable on April 1, 2021 (the “Extension Options”).


The Borrower owns certain ordinary shares of Starrise Media Holdings Limited (the “Starrise Shares”). The Starrise Shares are useful to the Borrower in the ordinary course of business, including to pay trade debt and other expenses and to sell for cash from time to time.


Under Section 6.4 of the Second Lien Loan Agreement, generally, the borrower may not sell, lease, charter, convey, transfer or otherwise dispose of any of its assets or property, with certain exceptions. The use of the Starrise Shares in connection with the Loan Agreement, and for other uses as described above, would violate Section 6.4 of the Second Lien Loan Agreement, and therefore constitute an Event of Default under Section 7.1(c) of the Second Lien Loan Agreement, unless waived or consented to by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders).


Lenders hereby:


1. Consent to the sale and/or transfer of 15,000,000 Starrise Shares for the payment of accounts payable to certain trade vendors and for general corporate purposes of the Borrower in the ordinary course of business.


2. Consent to extend the definition of “Maturity Date” in the Second Lien Loan Agreement shall mean “September 30, 2020” and the Extension Options.


This letter agreement is a Loan Document.  On and after the date hereof, each reference in the Second Lien Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Second Lien Loan Agreement, and each 
reference in the other Loan Documents to the “Loan Agreement”, “thereunder”, “thereof” or 
words of like import referring to the Loan Agreement shall mean and be a reference to the Second Lien Loan Agreement as amended by this letter agreement.




[Signatures follow on the next page.]

                        
Sincerely yours,


CORTLAND CAPITAL MARKET SERVICES LLC, as Agent 




By:_/s/ Matthew Trybula_____________
      Name: Matthew Trybula
      Title: Associate Counsel

AGREED AND ACKNOWLEDGED:


CINEDIGM CORP.
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel




ADM CINEMA CORPORATION 
 
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel




VISTACHIARA PRODUCTIONS, INC. 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel




VISTACHIARA ENTERTAINMENT, INC. 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel




CINEDIGM ENTERTAINMENT CORP. 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel




CINEDIGM ENTERTAINMENT HOLDINGS, LLC 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel




CINEDIGM HOME ENTERTAINMENT, LLC 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel




DOCURAMA, LLC 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


DOVE FAMILY CHANNEL, LLC 
  
By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


CINEDIGM OTT HOLDINGS, LLC 
 
 By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


CINEDIGM PRODUCTIONS, LLC 
 
 By___/s/ Gary S. Loffredo      
   Name: Gary S. Loffredo 
   Title:   General Counsel


RONALD L. CHEZ IRA


	
		
	By:
	/s/ Ronald L. Chez

	 
	Name:

	 
	Title:




 








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