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:
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.
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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.
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[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.
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| CINEDIGM CORP. | |
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| By: | /s/ Gary S. Loffredo |
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| Name: | Gary S. Loffredo |
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| Title: | President, Chief Operating Officer, Secretary and General Counsel |
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| CHRISTOPHER J. MCGURK | |
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| By: | /s/ Christopher J. McGurk |
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| Name: | Christopher J. McGurk |
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| Address for Notices: |
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