Cinedigm Corp. (Form: 8-K, Received: 04/07/2023 16:29:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

April 3, 2023

Date of Report (Date of earliest event reported)

Cinedigm Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-31810	22-3720962
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


244 Fifth Avenue, Suite M289, New York, NY	10001
(Address of principal executive offices)	(Zip Code)

212-206-8600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    
Emerging growth company	         
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transmission period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	                                                                                                     

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	CIDM	Nasdaq Capital Market


1.01	Entry into a Material Definitive Agreement.

On April 4, 2023, Cinedigm Corp. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Christopher J. McGurk, the Chief Executive Officer of the Company and Chair of the Company’s Board of Directors (the “Purchaser”), pursuant to which the Company agreed to issue and sell one share of the Company’s newly designated Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”), to the Purchaser for a purchase price of $10,000. The closing of the sale and purchase of the share of Series B Preferred was consummated on April 4, 2023.

Pursuant to the Purchase Agreement, the Purchaser has agreed to cast the votes represented by the share of Series B Preferred Stock as set forth in the Series B Certificate of Designations (as defined in Item 5.03 below).

Additional information regarding the voting requirements, rights, preferences, privileges and restrictions applicable to the Series B Preferred is set forth under Item 5.03 of this report.

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this report.


Item 3.02	Unregistered Sales of Equity Securities.

The disclosure included in Item 1.01 of this report is incorporated under this Item by reference. The sale of the share of Series B Preferred was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.


Item 3.03	Material Modification to Rights of Security Holders.

The disclosure included in Item 5.03 of this report is incorporated under this Item by reference. Prior to the issuance of the Series B Preferred, stockholder approval of any Reverse Stock Split Proposal (as defined in the Series B Certificate of Designation) required the affirmative approval of a majority of the outstanding shares of Common Stock. Following the issuance of the Series B Preferred, stockholder approval of a Reverse Stock Split proposal requires affirmative approval from a majority of the voting power of the shares of Common Stock and the share of Series B Preferred, voting together as a single class. In the event of any Reverse Stock Split Proposal, the Purchaser will cast the votes represented by the share of Series B Preferred in a manner that mirrors the votes cast by holders of Common Stock on such proposal. Prior to the issuance of the share of Series B Preferred, abstentions and any other non-votes would have had the same effect as a vote against a Reverse Stock Split Proposal. Following the issuance of the share of Series B Preferred, abstentions and any other non-votes on a Reverse Stock Split Proposal will still technically have the same effect as a vote against such proposal, but because the share of Series B Preferred has a high number of votes and will vote in a manner that mirrors votes actually cast by the holders of Common Stock (which does not include abstentions or any other non-votes), abstentions and any other non-votes will have virtually no effect on the outcome of a Reverse Stock Split Proposal.


Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 3, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series B Certificate of Designation designates one share of the Company’s Preferred Stock as Series B Preferred, and establishes and designates the preferences, rights and limitations thereof. Pursuant to the Series B Certificate of Designation:

Convertibility. The share of Series B Preferred is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company.

Dividends. The share of Series B Preferred shall be entitled to receive dividends on a pari passu basis with the outstanding shares of Common Stock.

Voting. The share of Series B Preferred will have 1,800,000,000 votes, but has the right to vote only on any Reverse Stock Split Proposal, and, only if the votes represented by the Series B Preferred are cast for and

against the Reverse Stock Split Proposal in the same proportion as the votes cast for and against such Reverse Stock Split Proposal by shares of Common Stock who actually vote on such proposal (with any shares of Common Stock that are not voted, whether due to failure to vote, abstentions, broker non-votes are otherwise, not counted as votes cast by holders of Common Stock on such proposal). The share of Series B Preferred Stock shall have no voting rights with respect to a Reverse Stock Split Proposal unless the holders of one-third of the total number of issued and outstanding shares of Common Stock are present, in person or represented by proxy, at the meeting of the stockholders of the Company at which the Reverse Stock Split Proposal is submitted for stockholder approval (or any adjournment thereof). The share of Series B Preferred will vote together with the Common Stock as a single class on any Reverse Stock Split Proposal. The Series B Preferred has no right to vote on any other matter, except as may be required by the General Corporation Law of the State of Delaware.

Rank; Liquidation. Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company pursuant to which assets of the Company or consideration received by the Company are to be distributed to the stockholders, the holder of Series B Preferred will be entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount equal to $10,000.

Transfer Restrictions. The Series B Preferred may not be transferred at any time prior to stockholder approval of a Reverse Stock Split Proposal without the prior written consent of the Company’s Board of Directors.

Redemption. The outstanding share of Series B Preferred will be redeemed for a redemption price of $10,000, payable out of funds lawfully available therefor, (i) if such redemption is ordered by the Company’s Board of Directors in its sole discretion, or (ii) automatically immediately following the approval by the stockholders of a Reverse Stock Split Proposal. Upon such redemption, the share of Series B Preferred shall be automatically retired and restored to the status of an authorized but unissued share of the Company’s Preferred Stock.

The foregoing is only a summary of the terms of the Series B Certificate of Designation, does not purport to be complete and is qualified in its entirety by reference to the full text of the Series B Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this report.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number		Description

3.1		Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock.

10.1		Purchase Agreement, dated April 4, 2023, by and between Cinedigm Corp. and the purchaser named therein.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: April 7, 2023	By:	/s/ Gary S. Loffredo
	Name:	Gary S. Loffredo
	Title:	President, Chief Operating Officer, General Counsel & Secretary

EX-3.1

Cinedigm Corp.

Certificate of DESIGNATION

preferences, rights and limitations of

series b preferred stock

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

The Undersigned Does Hereby Certify, on behalf of Cinedigm Corp., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on April 1, 2023, which resolution provides for the creation of a series of the Corporation’s Preferred Stock, par value $0.001 per share, which is designated as “Series B Preferred Stock,” with the rights, preferences, privileges and restrictions set forth therein.

Whereas, the Fifth Amended and Restated Certificate of Incorporation of the Corporation (as amended, the “Certificate of Incorporation”) provides for a class of capital stock of the Corporation known as Preferred Stock, consisting of 15,000,000 shares, par value $0.001 per share (the “Preferred Stock”), issuable from time to time in one or more series, and further provides that the Board of Directors is expressly authorized to fix all of the powers, preferences and rights, and the qualifications, limitations and restrictions of the Preferred Stock permitted by the DGCL and to divide the Preferred Stock into one or more class and/or classes and designate all of the powers, preferences and rights, and the qualifications, limitations and restrictions of each class permitted by the DGCL.

Resolved, that, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, (i) a series of Preferred Stock designated Series B Preferred Stock be, and hereby is, designated and created, and (ii) the powers, preferences and rights, and the qualifications, limitations and restrictions thereof of the Series B Preferred Stock are as follows:

TERMS OF SERIES B PREFERRED STOCK

1. Designation and Number. The series of Preferred Stock created hereby shall be designated as the Series B Preferred Stock (the “Series B Preferred Stock”), and the number of shares so designated shall be one. The share of Series B Preferred Stock shall be uncertificated and represented in book-entry form.

2. Dividends. The share of Series B Preferred Stock shall be entitled to receive dividends on a pari passu basis with the outstanding shares of Class A Common Stock, par value $0.001 per share (the “Common Stock”), of the Corporation.

3. Voting Rights. Except as otherwise provided by the Certificate of Incorporation or as required by law, the holder of the share of Series B Preferred Stock shall have the following voting rights:

3.1. Subject to Sections 3.2 and 3.3, the outstanding share of Series B Preferred Stock shall have 1,800,000,000 votes on the Reverse Stock Split Proposal (as defined below) but shall have no voting rights with respect to any other matter. Subject to Sections 3.2 and 3.3, the outstanding share of Series B Preferred Stock shall vote together with the outstanding shares of Common Stock as a single class exclusively with respect to a Reverse Stock Split Proposal until such time as, following the filing of this Certificate of Designation, a Reverse Stock Split Proposal is approved by the stockholders of the Corporation, and shall not be entitled to vote on any other matter except to the extent required under the DGCL. As used herein, the term “Reverse Stock Split Proposal” means any proposal approved by the Board of Directors and submitted to the stockholders of the Corporation to adopt an amendment, or a series of alternate amendments, to the Certificate of Incorporation to combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined in accordance with the terms of such amendment or series of alternate amendments.

3.2. The share of Series B Preferred Stock shall have no voting rights except with respect to a Reverse Stock Split Proposal in which its votes are cast for and against the Reverse Stock Split Proposal in the same proportions as the shares of Common Stock voting on such Reverse Stock Split Proposal vote for and against such Reverse Stock Split Proposal (not treating any shares of Common Stock that are not voted on such Reverse Stock Split Proposal, whether due to abstentions, broker non-votes are otherwise, as votes against such Revere Stock Split Proposal).

3.3. The share of Series B Preferred Stock shall have no voting rights with respect to a Reverse Stock Split Proposal unless the holders of one third (1/3) of the total number of issued and outstanding shares of Common Stock are present, in person (including by remote communication, if applicable) or represented by proxy, at the meeting of the stockholders of the Corporation at which the Reverse Stock Split Proposal is submitted for stockholder approval (or any adjournment thereof).

4. Rank; Liquidation and Other. Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Corporation, whether voluntarily or involuntarily, pursuant to which assets of the Corporation or consideration received by the Corporation are to be distributed to the stockholders, the holder of Series B Preferred Stock shall be entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount of $10,000.

5. Transfer. The Series B Preferred Stock may not be Transferred at any time prior to stockholder approval of a Reverse Stock Split Proposal without the prior written consent of the Board of Directors. “Transferred” means, directly or indirectly, whether by merger, consolidation, share exchange, division, or otherwise, the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of the share of Series B Preferred Stock (or any right, title or interest thereto or therein) or any agreement, arrangement or understanding (whether or not in writing) to take any of the foregoing actions.

6. Redemption.

6.1. The outstanding share of Series B Preferred Stock shall be redeemed in whole, but not in part, out of funds lawfully available therefor, (i) at any time if such redemption is ordered by the Board of Directors in its sole discretion, automatically and effective on such time and date specified by the Board of Directors in its sole discretion, or (ii) automatically immediately following the approval by the stockholders of the Corporation of a Reverse Stock Split Proposal (any such redemption pursuant to this Section 6.1, the “Redemption”). As used herein, the “Redemption Time” shall mean the effective time of the Redemption.

6.2. The share of Series B Preferred Stock redeemed in the Redemption pursuant to this Section 6 shall be redeemed in consideration for the right to receive an amount equal to $10,000 in cash (the “Redemption Price”) for the share of Series B Preferred Stock that is owned of record as of immediately prior to the applicable Redemption Time and redeemed pursuant to the Redemption, payable upon the applicable Redemption Time.

6.3. From and after the time at which the share of Series B Preferred Stock is called for Redemption (whether automatically or otherwise) in accordance with Section 6.1, such share of Series B Preferred Stock shall cease to be outstanding, and the only right of the former holder of such share of Series B Preferred Stock, as such, will be to receive the applicable Redemption Price. The share of Series B Preferred Stock Redeemed by the Corporation pursuant to this Certificate of Designation shall be automatically retired and restored to the status of an authorized but unissued share of Preferred Stock, upon such Redemption. Notice of a meeting of the Corporation’s stockholders for the submission to such stockholders of any proposal to approve a Reverse Stock Split Proposal shall constitute notice of the Redemption of the share of Series B Preferred Stock at the Redemption Time pursuant to Section 6.1(ii) hereof. In connection with the filing of this Certificate of Designation, the Corporation has set apart funds for payment for the Redemption of the share of Series B Preferred Stock and shall continue to keep such funds apart for such payment through the payment of the purchase price for the Redemption of such share.

7. Severability. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, then such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, Cinedigm Corp. has caused this Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock to be duly executed by the undersigned duly authorized officer as of this 3rd day of April, 2023.

CINEDIGM CORP.

By:___/s/ Gary S. Loffredo_____

Name: Gary S. Loffredo

Title: President, Chief Operating Officer, General Counsel and Secretary

EX-10.1

STOCK PURCHASE AGREEMENT

This AGREEMENT (the “Agreement”), dated as of April 4, 2023, by and between Cinedigm Corp., a Delaware corporation (the “Company”), and Christopher J. McGurk (the “Purchaser”).

WHEREAS, the Company desires to sell and the Purchaser desires to purchase one share of the Company’s Series B Preferred Stock, $.001 par value (the “Preferred Stock”), on the terms and conditions hereinafter set forth; and

WHEREAS, the Preferred Stock shall have the rights and preferences set forth in the Certificate of Designation of the Preferences, Rights and Limitations of Series B Preferred Stock filed by the Company with the Secretary of State of the State of Delaware on April 3, 2023 (the “Certificate of Designations”).

NOW, THEREFORE, in consideration of the mutual covenants and representations herein set forth, it is hereby agreed as follows:

Purchase and Sale of Preferred Stock. Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Company, for an aggregate purchase price of Ten Thousand Dollars ($10,000) (the “Purchase Price”), one share of Preferred Stock (the “Share”).

Closing. The closing (the “Closing”) of the purchase and sale of the Share by the Purchaser and the Company will occur concurrently with the date of this Agreement (the “Closing Date”).

Closing Conditions. The Closing is subject to the following conditions being met the (the “Closing Conditions”):

The accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchaser and the Company contained herein; and

The delivery of the Purchase Price by the Purchaser to the Company by wire transfer or as otherwise agreed to by the Company and the Purchaser.

The Company shall have filed the Certificate of Designations with the Secretary of State of the State of Delaware, and the Certificate of Designations shall remain in full force and effect as of the Closing.

Immediately after the Closing, the Company shall credit an account in Purchaser’s name evidencing the Share in book-entry form in the records of the Company.

Representations and Warranties of Purchaser. The Purchaser hereby represents and warrants that as of the date hereof and as of the Closing Date:

Own Account. The Purchaser understands that the Share is a “restricted security” and has not been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable state securities law. The Purchaser is acquiring the Share for his own account and not with a view to or for distributing

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or reselling such Shares or any part thereof in violation of the Act or any applicable state securities law, has no present intention of distributing the Share in violation of the Act or any applicable state securities law and has no arrangement or understanding with any other persons or entities regarding the distribution of such Shares (this representation and warranty not limiting the Purchaser’s right to sell the Share in compliance with applicable federal and state securities laws) in violation of the Act or any applicable state securities law.

Purchaser Status. At the time the Purchaser was offered the Share, he was, and at the date hereof he is, an “accredited investor” as defined in Rule 501 under the Act. The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended.

Experience of Such Purchaser. The Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Share, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Share and, at the present time, is able to afford a complete loss of such investment. The Purchaser has had access to information about the Company sufficient to make an investment decision with respect to the Share.

General Solicitation. The Purchaser is not purchasing the Share as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Authorization; Enforcement. The Purchaser has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Purchaser and no further action is required by the Purchaser. This Agreement has been duly executed by the Purchaser and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Representations and Warranties of Company. The Company hereby represents and warrants that as of the date hereof and as of the Closing Date:

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company or its board of directors in connection therewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid

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and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 4, no registration under the Act is required for the offer and sale of the Shares by the Company to the Purchaser as contemplated hereby.

Validity of the Preferred Stock. The Share to be issued pursuant to this Agreement (a) has been duly authorized by the Company and, upon its issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and (b) will not, as of the date of issuance, be subject to any preemptive, participation, rights of first refusal or other similar rights.

Securities Legend. Until such time as the Share shall has been transferred in accordance with an opinion of counsel satisfactory to the Company that registration under the Act is not required, a notation shall be made in the appropriate records of the Company with respect to the Share and the book entry record of the Share shall bear substantially the following legend or notation:

THE SECURITIES REPRESENTED HEREBY BY HAVE NOT BEEN REGISTERED with the securities and exchange commission or the securities commission of any state in reliance upon an exemption from registration under the securities act of 1933, as amended (the “Securities act”), and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the SECURITIES act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the securities act and in accordance with applicable state securities laws as evidenced by a legal opinion of counsel to the transferor to such effect, the substance of which shall be reasonably ACCEPTABLE to the company.

Voting Agreement. Purchaser hereby covenants and agrees to vote the Share (which shall have 1,800,000,000 votes) on any Reverse Stock Split Proposal (as defined in the Certificate of Designations) in the same proportion as shares of the Company’s Class A Common Stock are voted (excluding any shares of Class A Common Stock that are not voted, whether due to abstentions, broker non-votes are otherwise) on such proposal; provided, however, that unless and until at least one-third of the outstanding shares of Class A Common Stock on the record date set for the meeting of stockholders at which the Reverse Stock Split Proposal is presented are present in person or represented by proxy at such meeting, Purchaser will not vote the Share on such Reverse Stock Split Proposal.

Acknowledgement. The Company and the Purchaser acknowledge that the Purchaser is indemnified by the Company for claims or losses resulting from actions taken by him pursuant to this Agreement, other than actions resulting from the

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Purchaser’s gross negligence or willful misconduct, in accordance with the Company’s Fifth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended to date, to the fullest extent permitted by the Delaware General Corporation Law.

Governing Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby.

10.

Notice. Notice hereunder shall be deemed to have been duly given if in writing and delivered in person or by registered or certified mail, postage prepaid, return receipt requested, if to the Company, at its office at 244 Fifth Avenue, Suite M289, New York, NY 10001, Attn: General Counsel, or if to the Purchaser, at the address set forth on the signature page hereto (or at such other addresses as the parties may notify each other in accordance with the provisions of this Section 8).

11.

Entire Agreement; Amendment. This Agreement supersedes all prior written and oral agreements and understandings among the parties as to its subject matter and constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be modified, amended, terminated or any provision thereof waived in whole or in part except by a written agreement signed by the Company and the Purchaser.

12.

Waivers. No waiver hereunder shall (i) be valid unless in a writing signed by the waiving party, and (ii) be deemed a waiver of any subsequent breach or default of the same or a similar nature.

13.

Severability; Reformation. If any provision of this Agreement shall be determined by a court of law to be unenforceable for any reason, such unenforceability shall not affect the enforceability of any of the remaining provisions hereof; and this Agreement, to the fullest extent lawful, shall be reformed and construed as if such unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be enforceable to the maximum extent legally possible.

14.

Headings. Headings are for convenience only and are not deemed to be part of this Agreement.

15.

Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together, shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. A facsimile or .pdf signature, including signatures made and/or transmitted using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), shall constitute an original signature for all purposes.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the date and year first above written.


		CINEDIGM CORP.
		By:	/s/ Gary S. Loffredo
		Name:	Gary S. Loffredo
		Title:	President, Chief Operating Officer, Secretary and General Counsel


		CHRISTOPHER J. MCGURK
		By:	/s/ Christopher J. McGurk
		Name:	Christopher J. McGurk


		Address for Notices:

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