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Item 1.01
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Entry into a Definitive Material Agreement.
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As previously announced, on December 27,
2019, Cinedigm Corp. (the “Company”) entered into, and on February 14, 2020 amended, a stock purchase agreement (as
so amended, the “Stock Purchase Agreement”) with BeiTai Investment LP (“BeiTai”) and Aim Right Ventures
Limited (“Aim Right”), two shareholders of Starrise Media Holdings Limited, a leading Chinese entertainment company
(“Starrise”), to buy from them an aggregate of 410,901,000 outstanding Starrise ordinary shares (the “Share Acquisition”).
As previously announced, on February 14, 2020, the Company purchased 162,162,162 of the Starrise ordinary shares from BeiTai, and
issued to BeiTai 21,646,604 shares of its Class A common stock in consideration therefor.
On April 10, 2020, the Company entered
into a stock purchase agreement (the “April Stock Purchase Agreement”) with five (5) shareholders of Starrise—Bison
Global Investment SPC - Bison Global No. 1 SP, Huatai Investment LP, Antai Investment LP, Mingtai Investment LP and Shangtai Asset
Management LP, to buy an aggregate of 223,380,000 outstanding Starrise ordinary shares from them and for the Company to issue to
them an aggregate of 29,855,081 shares of its Class A common stock in consideration therefor (the “April Share Acquisition”).
The April Stock Purchase Agreement contains certain conditions to closing, including that the Company obtain approval of its stockholders,
applicable lenders, and regulatory authorities, as applicable, and representations and warranties and covenants as are customary
for transactions of this type. On April 15, 2020, the April Share Acquisition was consummated.
On April 15, 2020, the Company executed
a letter amendment (the “Letter Amendment”) to the Convertible Subordinated Promissory Note (the “Note”),
dated July 12, 2019, issued to Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison Global No. 1 SP by
Cinedigm Corp. Among other things, the Letter Amendment amended the Note, effective as of March 4, 2020, to change the maturity
date of the note to March 4, 2021.
The foregoing descriptions of the April
Stock Purchase Agreement and the Letter Amendment do not purport to be complete and are qualified in their entirety by reference
to and incorporate herein by reference the full text of the April Stock Purchase Agreement and the Letter Amendment, which are
attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively.