CNVS 8-K
Cineverse Corp. (CNVS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
(Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
(Address of principal executive offices) |
(Zip Code) |
(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):
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 |
Item 1.01. Entry into a Material Definitive Agreement.
On April 8, 2025, Cineverse Corp. (the “Company”) entered into a Second Amended and Restated Loan, Guaranty and Security Agreement, by and between the Company, East West Bank (“EWB”) and the Guarantors named therein, which are certain subsidiaries of the Company (the “Loan Agreement”). The Loan Agreement amended and restated the prior amended and restated loan, guaranty and security agreement, which was entered into on September 15, 2022 (and amended from time to time, the “Prior Loan Agreement”). The Loan Agreement provides for a credit facility (the “Credit Facility”) consisting of a maximum of $12,500,000 in revolving loans at any one time outstanding, which principal amount may be increased to $15,000,000 at the Company’s request and at EWB’s discretion, and having a maturity date of April 8, 2028.
Advances under the Credit Facility will bear interest on the outstanding daily balance at one and twenty-five one-hundredths of one percent (1.25%) above the Prime Rate (as defined in the Loan Agreement). The proceeds of the Credit Facility will be used for the repayment at closing of expenses incurred in connection with the Prior Loan Agreement; payment of interest, legal fees and bank fees; investment, participation, acquisition and /or production of upcoming film/TV projects; and working capital needs and general corporate purposes. The Loan Agreement contains customary covenants, representation and warranties and events of default.
The Loan Agreement also requires certain of the Company’s existing and future direct and indirect domestic subsidiaries (the “Guarantors”), to guarantee the obligations thereunder. Subject to certain customary exceptions, all such obligations are to be secured by a first priority perfected security interest in all of the collective assets of the Company, other than certain of the Company’s and the Guarantors’ digital cinema assets. In addition to the Loan Agreement, such security interests are evidenced by the Trademark Security Agreement dated as of April 8, 2025 by and among EWB, the Company and the Guarantors, and the Copyright Security Agreement dated as of April 8, 2025 by and among EWB, the Company and the Guarantors.
The foregoing descriptions of the Loan Agreement, the Trademark Security Agreement and the Copyright Security Agreement are qualified in their entirety by reference to such documents, copies of which are filed herewith as Exhibits 10.1, 4.1 and 4.2, respectively, and which are incorporated by reference herein.
On April 9, 2025, the Company issued a press release announcing the Loan Agreement, a copy of which is filed herewith as Exhibit 99.1 and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
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4.1 |
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4.2 |
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10.1 |
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99.1 |
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104 |
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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.
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Dated: April 14, 2025 |
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By: |
/s/ Gary S. Loffredo |
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Name: |
Gary S. Loffredo |
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Title: |
Chief Legal Officer, Secretary and Senior Advisor |
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Exhibit 4.1
TRADEMARK SECURITY AGREEMENT
(TRADEMARKS, TRADEMARK REGISTRATIONS,
TRADEMARK APPLICATIONS AND TRADEMARK LICENSES)
As of April 8, 2025
WHEREAS, Cineverse Corp., a Delaware corporation (f/k/a Cinedigm Corp.) (“Borrower”) and the Guarantors referred to in the Loan Agreement (as defined below) (each a “Grantor” and collectively the “Grantors”) now own or hold and may hereafter adopt, acquire or hold Trademarks (defined as all of the following: all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, logos, other source of business identifiers and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof or similar property rights, and all applications filed in connection therewith, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, or any state thereof or any other country or any political subdivision of any thereof, and all reissues, extensions or renewals thereof), including, without limitation, the Trademarks listed on Schedule A annexed hereto, as such Schedule may be amended from time to time by the addition of Trademarks subsequently registered or otherwise adopted, acquired or held by any Grantor;
WHEREAS, pursuant to that certain Second Amended and Restated Loan, Guaranty and Security Agreement dated as of even date herewith (as the same may be amended, supplemented or otherwise modified, renewed, restated or replaced from time to time, the “Loan Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement), among Borrower, the Guarantors referred to therein and East West Bank (“Bank”), Bank has agreed to make Credit Extensions and extend other financial accommodations to Borrower;
WHEREAS, pursuant to the terms of the Loan Agreement, each Grantor has granted to Bank a security interest in and to all personal property of such Grantor, including, without limitation, all right, title and interest of the Grantors in, to and under all of such Grantor’s Trademarks and Trademark licenses (including, without limitation, those Trademark licenses listed on Schedule A hereto), whether now owned, presently existing or hereafter arising, adopted or acquired and whether or not in possession of such Grantor, together with the goodwill of the business connected with, and symbolized by, the Trademarks and all products and proceeds thereof and all income therefrom, including, without limitation, any and all causes of action that exist now or may exist in the future by reason of infringement or dilution thereof or injury to the associated goodwill, to secure the payment and performance of the Obligations; and
WHEREAS, Bank and the Grantors by this instrument seek to confirm and make a record of the grant of a security interest in the Trademarks and the goodwill associated therewith.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor does hereby grant to Bank, as security for the Obligations, a continuing security interest in all of such Grantor’s right, title and interest in, to and under the following (all of the following items (i) through (iii) or types of property being
collectively referred to herein as the “Trademark Collateral”), whether now owned, presently existing or hereafter arising, adopted or acquired and whether or not in possession of such Grantor:
Each Grantor hereby agrees to ensure that all registrations for Trademarks which remain in use by the relevant Grantor are kept in force for the duration of this Trademark Security Agreement, and to deliver updated copies of Schedule A and Schedule B to Bank at the end of any quarter in which such Grantor registers or otherwise adopts or acquires any Trademark not listed on Schedule A hereto or enters into any Trademark license not listed on Schedule B hereto, and to duly and promptly execute and deliver, or have duly and promptly executed and delivered, at the cost and expense of such Grantor, such further instruments or documents (in form and substance reasonably satisfactory to Bank), and promptly perform, or cause to be promptly performed, upon the request of Bank, any and all acts, in all cases, as may be necessary, proper or advisable from time to time, in the reasonable judgment of Bank, to carry out the provisions and purposes of the Loan Agreement and this Trademark Security Agreement, and to provide, perfect and preserve the liens of Bank granted pursuant to the Loan Agreement, this Trademark Security Agreement and the other Loan Documents in the Trademark Collateral or any portion thereof.
Each Grantor agrees that if any Person shall do or perform any act(s) that Bank reasonably believes constitutes an infringement of any Trademark owned or held by such Grantor, or violates or infringes any right of any Grantor or Bank in the Trademark Collateral, or if any Person shall do or perform any act(s) that Bank reasonably believes constitutes an unauthorized or unlawful use of the Trademark Collateral, then and in any such event, Bank may take such reasonable steps and institute such reasonable suits or proceedings as Bank may reasonably deem advisable or necessary to prevent such act(s) and/or conduct and to secure damages and other relief by reason thereof, and to generally take such steps as may be advisable or necessary or proper for the full protection of the rights of the parties in the Trademark Collateral if either (a) the applicable Grantor fails to take any action necessary to protect the rights of such Grantor or Bank in the Trademark Collateral within 30 days following its receipt of a written notice from Bank, or (b) there exists an ongoing Event of Default (in which event Bank may take such steps and institute such suits or proceedings without notice). Bank may take such steps or institute such suits or proceedings in its own name or in the name of any of the Grantors or in the names of the parties jointly. Bank hereby agrees to promptly give the Grantors notice of any steps taken, or any suits or proceedings instituted, by Bank pursuant to this paragraph and each of the Grantors agrees to
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assist Bank with any steps taken, or any suits or proceedings instituted by Bank pursuant to this paragraph at the Grantors’ sole expense.
This security interest is granted in conjunction with the security interests granted to Bank pursuant to the Loan Agreement. Each of the Grantors and Bank do hereby further acknowledge and affirm that the rights and remedies of Bank with respect to the security interest made and granted hereby are subject to, and more fully set forth in, the Loan Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.
This Trademark Security Agreement is made for collateral purposes only. At such time as Bank’s commitment to make Credit Extensions under the Loan Agreement have terminated and all Obligations have been paid in full and performed, Bank shall promptly execute and deliver to the Grantors, at the Grantors’ request and expense, without representation, warranty or recourse, all releases and reassignments, termination statements and other instruments as may be reasonably necessary or advisable to terminate the security interest of Bank in the Trademark Collateral, subject to any disposition thereof that may have been made by Bank pursuant to the terms hereof or of the Loan Agreement.
So long as no Event of Default shall have occurred and be continuing, and subject always to the various provisions of the Loan Agreement and the other Loan Documents to which it is a party, the Grantors may use, license and exploit the Trademark Collateral in any lawful manner permitted under the Loan Agreement and the other Loan Documents.
THIS TRADEMARK SECURITY AGREEMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
This Trademark Security Agreement, and any modifications or amendments hereto may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original for all purposes, but all such counterparts taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Trademark Security Agreement by facsimile or transmitted electronically in a Tagged Image Format File (“TIFF”), Portable Document Format (“PDF”) or other electronic format sent by electronic mail shall be effective as delivery of a manually executed counterpart of this Trademark Security Agreement. This Trademark Security Agreement shall become effective when it shall have been executed by each party hereto. Any party delivering an executed counterpart of this Trademark Security Agreement by facsimile or by email shall also deliver a manually executed counterpart of this Trademark Security Agreement, but failure to do so shall not affect the validity, enforceability or binding effect of this Trademark Security Agreement, and the parties hereby waive any right they may have to object to said treatment.
All notices and other communications provided under this Trademark Security Agreement shall be delivered in such form, manner and address as provided in Section 13 of the Loan Agreement.
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Any provision of this Trademark Security Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof, and any such invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
No amendment, modification, rescission, waiver or release of any provision of this Trademark Security Agreement, and no consent to any departure therefrom shall in any event be effective unless signed by Bank (whose signature shall be delivered only in accordance with the applicable provisions of the Loan Agreement) and Grantor. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.
This Trademark Security Agreement shall bind and inure to the benefit of the parties hereto and their successors and permitted assigns (as determined pursuant to the Loan Agreement), but neither this Trademark Security Agreement nor any of the rights or interests hereunder shall be assigned by Grantor (including its successors and permitted assigns) without the prior written consent of Bank (which shall be provided only in accordance with the applicable provisions of the Loan Agreement), and any attempted assignment without such consent shall be null and void.
If any conflict or inconsistency exists between this Trademark Security Agreement and the Loan Agreement, the Loan Agreement shall govern.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be duly executed by its duly authorized signatory as of the date first set forth above.
GRANTORS:
CINEVERSE CORP.
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: President, Chief Operating Officer,
General Counsel and Secretary
CINEVERSE ENTERTAINMENT CORP.
CINEVERSE OTT HOLDINGS, LLC
CINEDIGM PRODUCTIONS, LLC
COMIC BLITZ II LLC
DOCURAMA, LLC
DOVE FAMILY CHANNEL, LLC
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
CINEVERSE ENTERTAINMENT HOLDINGS, LLC
CINEVERSE HOME ENTERTAINMENT, LLC
CON TV, LLC
VISTACHIARA PRODUCTIONS INC.
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Secretary
[Signature Page to Trademark Security Agreement]
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ACCESS DIGITAL MEDIA, INC.
CHRISTIE/AIX, INC.
CINEDIGM DC HOLDINGS, LLC
CINEDIGM DIGITAL FUNDING I, LLC
FANDOR ACQUISITION LLC
FOUNDATIONTV, INC.
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: President
ASIAN MEDIA RIGHTS LLC
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Operating Officer, General Counsel
and Secretary
BLOODY DISGUSTING ACQUISITION LLC
SCREAMBOX ACQUISITION LLC
TFD ACQUISITION LLC
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Operating Officer and Secretary
VIEWSTER, LLC
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Operating Officer
[Signature Page to Trademark Security Agreement]
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CINEDIGM INDIA PRIVATE LIMITED
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Authorized Person
CINEVERSE TERRIFIER LLC
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Authorized Person
CINEVERSE MATCHPOINT LLC
By: /s/ Gary S. Loffredo
Name: Gary S. Loffredo
Title: Chief Legal Officer
[Signature Page to Trademark Security Agreement]
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ACCEPTED:
EAST WEST BANK
By: /s/ David Acosta
Name: David Acosta
Title: Managing Director
[Signature Page to Trademark Security Agreement]
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Schedule A
to Trademark Security Agreement
TRADEMARKS
TRADEMARKS AND TRADEMARK APPLICATIONS
United States Trademarks and Applications
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
CINEDIGM
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RN: |
Novem ber 20, 2008 |
March 22, 2011 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 39) |
Renewed, June 11, 2021 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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technical purposes and providing back-up computer programs and facilities |
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C and Design |
RN: |
May 3, 2013 |
Decemb er 8, 2015 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 35) |
Registered December 8, 2015 |
C and Design |
RN: |
January 26, 2023 |
November 26, 2024 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 38) |
Registered Declaration of Use (8&15) Due November 26, 2030 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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documentaries and music videos (Int’l Class: 41) Entertainment services in the nature of providing programs and content, namely, movies, ongoing television programs, non-downloadable video clips, graphics and information relating to movies and television programs featuring news, entertainment, sports, comedy, drama, music, documentaries and music videos via the internet, electronic communications networks, computer networks and wireless communications networks; interactive online entertainment in the nature of a website containing non-downloadable photographic, video, audio and prose presentations, video clips and other multimedia materials relating to movies and television programs in the fields of news, |
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Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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entertainment, sports, comedy, drama, music, documentaries and music videos distributed via various platforms across multiple forms of transmission media |
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CINEVERSE and Design |
RN: |
January 26, 2023 |
November 26, 2024 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 38) (Int’l Class: 41) Entertainment services in the nature of providing programs and |
Registered Declaration of Use (8&15) Due November 26, 2030 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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content, namely, movies, ongoing television programs, non-downloadable video clips, graphics and information relating to movies and television programs featuring news, entertainment, sports, comedy, drama, music, documentaries and music videos via the internet, electronic communications networks, computer networks and wireless communications networks; interactive online entertainment in the nature of a website containing non-downloadable photographic, video, audio and prose presentations, video clips and other multimedia materials relating to movies and television programs in the fields of news, entertainment, sports, comedy, drama, music, documentaries and music videos distributed via various platforms across multiple |
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Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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forms of transmission media |
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DOCURAMA |
RN: |
March 20, 2014 |
March 31, 2015 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 41) |
Section 8 & 15-Accepted and |
DOCURAMA |
RN: |
August 7, 2001 |
June 10, 2003 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 35) |
Renewed June 18, 2024 |
DOCURAMA |
RN: |
May 23, 2007 |
June 10, 2008 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 41) |
Renewed November 2, 2018 |
EVERYTHING ELSE IS PURE FICTION |
RN: |
May 10, 2002 |
Septem ber 9, 2003 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 35) |
Renewed June 13, 2024 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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ordering services featuring dvd’s |
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FLATIRON FILM COMPANY |
RN: |
Novem ber 2, 2009 |
March 15, 2011 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 41) |
Renewed June 11, 2021 |
THE BIGGER PICTURE |
RN: |
July 14, 2020 |
March 1, 2022 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 41) |
Registered: 8&15 Due: March 1, 2028 Renewal Due: March 2, 2032 |
GREATEST HEROES AND LEGENDS OF THE BIBLE |
RN: |
Decemb er 15, 1998 |
March 28, 2000 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class: 09) Series of prerecorded video programs featuring animated bible stories. |
Renewal Due: March 28, 2030 |
CONTV |
RN: |
May 8, 2014 |
May 19, 2018 |
Con TV, LLC (Delaware Limited Liability Company) |
(Int’l Class: 38) Streaming of audiovisual and multimedia content via the internet; transmission and delivery of audiovisual and multimedia content via the internet; video-on-demand transmission services. |
Renewal Due: May 19, 2025 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
CONTV |
RN: |
May 8, 2014 |
May 19, 2015 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 41) Entertainment and educational services, namely, providing non-downloadable movies and television shows via a video-on-demand service, as well as information regarding movies and television shows; providing a website featuring non-downloadable television shows, movies, and multimedia entertainment content, as well as information regarding television shows, movies, and multimedia entertainment content. |
Renewal Due: May 19, 2025 |
AFROCRUSH |
SN: |
July 11, 2022 |
N/A |
Cineverse Corp. (Delaware Corporation ) |
(Int’l Class 38) Broadcasting, webcasting, streaming, and transmission of audio-visual media content and video-on-demand content via the internet and electronic communications networks; television broadcasting to mobile devices, namely, mobile |
Pending/Allowed Statement of Use or 3rd Extension due April 17, 2025 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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phones, smartphones, laptops, and tablets. (Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, |
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Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
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ASIANCRUSH |
RN: |
June 30, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 38) Broadcasting, webcasting, streaming, and transmission of audio-visual media content and video-on-demand content via the internet and electronic communications networks; television broadcasting to mobile devices, namely, mobile phones, smartphones, laptops, and tablets. (Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, |
Registered Declaration of Use (8&15) Due Sept. 5, 2029 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
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BRINGING QUEER CINEMA OUT |
RN: 7210839 SN: |
July 11, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 41) Education and entertainment services, namely, online services |
Registered Declaration of Use (8&15) Due Nov. 7, 2029 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
OF THE CLOSET |
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providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, |
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Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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entertainment news, and documentaries |
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C-CRUSH |
RN: 7154750 SN: |
June 30, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 38) Broadcasting, webcasting, streaming, and transmission of audio-visual media content and video-on-demand content via the internet and electronic communications networks; television broadcasting to mobile devices, namely, mobile phones, smartphones, laptops, and tablets. (Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the |
Registered Declaration of Use (8&15) Due Sept. 5, 2029 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
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internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
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CINEHOUSE |
RN: 7018963 SN: |
June 30, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 38) Broadcasting, webcasting, streaming, and transmission of audio-visual media content and video-on-demand content via the internet and electronic communications networks; television broadcasting to |
Registered Declaration of Use (8&15) Due April 4, 2029 |
Schedule A
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
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|
mobile devices, namely, mobile phones, smartphones, laptops, and tablets. (Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring |
|
Schedule A
|
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|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
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|
|
audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
CINEVERSE |
RN: 6971926 SN: |
Decemb er 13, 2021 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 38) Broadcasting, webcasting, streaming, and transmission of audio-visual media content and video-on-demand content via the internet and electronic communications networks; television broadcasting to mobile devices, namely, mobile phones, smartphones, laptops, and tablets. (Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, |
Registered Declaration of Use (8&15) Due February 7, 2029 |
Schedule A
|
|
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|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
COCOPRO |
RN: 7358055 |
July 6, 2022 |
N/A |
Cineverse Corp. |
(Int’l Class 38) Broadcasting, webcasting, |
Registered Declaration of |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
SN: |
|
|
(Delaware Corp.) |
streaming, and transmission of audio-visual media content and video-on-demand content via the internet and electronic communications networks; television broadcasting to mobile devices, namely, mobile phones, smartphones, laptops, and tablets. (Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television |
Use (8&15) Due April 16, 2030 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
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|
|
programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
CRIME HUNTERS |
SN: |
July 11, 2022 |
N/A |
Cineverse Corp. (Delaware Corporation ) |
(Int’l Class 38) Broadcasting, webcasting, streaming, and transmission of audio-visual media content and video-on-demand content via the internet and electronic communications networks; television broadcasting to mobile devices, namely, mobile phones, smartphones, laptops, and tablets. |
Pending/Allowed Statement of Use or 3rd Extension due April 17, 2025 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
(Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, |
|
Schedule A
|
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Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
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drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
EL MANGO |
RN: 7018970 SN: |
July 6, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website |
Registered Declaration of Use (8&15) Due April 4, 2029 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
HALLYU KORNER |
RN: 7018971 SN: |
July 6, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of |
Registered Declaration of Use (8&15) Due April 4, 2029 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
K-CRUSH |
RN: 7154796 SN: |
July 6, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and |
Registered Declaration of Use (8&15) Due Sept. 5, 2029 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
KMTV |
RN: 6957707 SN: |
July 6, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 09) Downloadable mobile software application for streaming audiovisual and multimedia content via the internet and global communications networks; downloadable software for streaming |
Registered Declaration of Use (8&15) Due January 17, 2029 |
Schedule A
|
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|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
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|
|
|
audiovisual and multimedia content to mobile digital electronic devices |
|
LONESTAR |
RN: |
March 1, 2021 |
January 11, 2022 |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 41) Entertainment services, namely, an ongoing series featuring western classics provided through television and web-based streaming media platforms |
Registered Declaration of Use (8&15) Due January 11, 2028 |
MATCHPOINT |
RN: |
Februar y 20, 2019 |
Septem ber 10, 2019 |
Cineverse Corp. (Delaware Corporation ) |
(Int’l Class 42) Platform as a service (paas) featuring computer software platforms for distributing content and creating ott (over the top) and media subscription services, for use by content distributors, ott service operators, web publishers, and oems; software as a service (saas) featuring computer software platforms for distributing content and creating (over the top) and media subscription services, for use by content distributors, ott service operators, |
Registered Declaration of Use (8&15) Due March 10, 2026 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
web publishers, and oems. |
|
MIDNIGHT PULP |
RN: 7018975 SN: |
July 7, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 38) Broadcasting, webcasting, streaming, and transmission of audio-visual media content and video-on-demand content via the internet and electronic communications networks; television broadcasting to mobile devices, namely, mobile phones, smartphones, laptops, and tablets. (Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the |
Registered Declaration of Use (8&15) Due April 4, 2029 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
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|
|
internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
QTTV |
RN: 7210833 SN: |
July 6, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, |
Registered Declaration of Use (8&15) Due November 7, 2029 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
RETRO CRUSH |
RN: 7210838 SN: |
July 11, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 38) Broadcasting, webcasting, streaming, and transmission of audio-visual media |
Registered Declaration of Use (8&15) Due November 7, 2029 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
content and video-on-demand content via the internet and electronic communications networks; television broadcasting to mobile devices, namely, mobile phones, smartphones, laptops, and tablets. (Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the fields of comedy, drama, |
|
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
action, adventure, sports, musicals, current events, entertainment news, and documentaries; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the fields of comedy, drama, action, adventure, sports, musicals, current events, entertainment news, and documentaries. |
|
RETROCRUSH – SHOUJO |
RN: 7210837 SN: |
July 11, 2022 |
N/A |
Cineverse Corp. (Delaware Corp.) |
(Int’l Class 41) Education and entertainment services, namely, online services providing audio-visual content in the field of anime; entertainment services in the nature of providing non-downloadable entertainment content via the internet and electronic communications networks, namely, movies, television series, television programs, and video clips in the field of |
Registered Declaration of Use (8&15) Due November 7, 2029 |
Schedule A
|
|
|
|
|
|
Mark/Name |
App. No./ |
pp. Date |
Reg. |
Owner/Design ations |
Full Goods/Services |
Status/Status |
|
|
|
|
|
anime; providing a website featuring audio-visual content, specifically, movies, television series, television programs, and video clips in the field of anime |
|
[End of Schedule A]
Schedule A
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Schedule B
to Trademark Security Agreement
TRADEMARK LICENSES
Trademark |
Country |
Owner |
Licensee (Grantor) |
Application No. |
Date of Application |
Registration No. |
Date of Registration |
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[End of Schedule B]
Schedule B
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Exhbit 4.2
COPYRIGHT SECURITY AGREEMENT
As of April 8, 2025
WHEREAS, Cineverse Corp., a Delaware corporation (f/k/a Cinedigm Corp.) (“Borrower”) and the Guarantors referred to in the Loan Agreement (as defined below) (collectively, the “Grantors”, and individually, each a “Grantor”) now own or hold or may hereafter acquire or hold certain copyrights and rights under copyright with respect to television product (including movies of the week, mini-series and series and any episode thereof), motion picture or other audiovisual product, in any case whether recorded on film, videotape, cassette, cartridge, disc or on or by any other means, method, process or device whether now known or hereafter developed, including, without limitation, those listed on Schedule 1 hereto (each of the foregoing items, including, without limitation, the scenario, screenplay, teleplay or script upon which such product is based, and all of the properties thereof, tangible and intangible, collectively referred to herein as the “Pictures” and each item individually as a “Picture”) as such Schedule may be amended from time to time by the addition of copyrights subsequently arising or acquired;
WHEREAS, pursuant to that certain Second Amended and Restated Loan, Guaranty and Security Agreement dated as of even date herewith (as the same may be amended, supplemented or otherwise modified, renewed, restated or replaced from time to time, the “Loan Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement), among Borrower, the Guarantors referred to therein and East West Bank (“Bank”), Bank has agreed to make Credit Extensions and extend other financial accommodations to Borrower; and
WHEREAS, pursuant to the terms of the Loan Agreement, each Grantor has granted to Bank a security interest in all of such Grantor’s personal property, tangible and intangible, wherever located or situated and whether now owned, currently existing or hereafter acquired or created as further provided in the Loan Agreement and herein.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor does hereby grant to Bank, as security for the payment and performance of the Obligations, a security interest in all personal property of such Grantor whether presently existing or hereafter created or acquired, and wherever located, including but limited to the following (collectively, the “Collateral”):
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-2- |
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-3- |
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-4- |
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provided, that the Collateral shall in no event include the Excluded Accounts.
Each of the Grantors agrees that if any Person shall do or perform any act(s) which Bank reasonably believes constitute(s) a copyright infringement of any of the literary, dramatic or musical material contained in any Picture or upon which any Picture is based, or constitute(s) a plagiarism of any of the foregoing, or violate(s) or infringe(s) any right of any Grantor or Bank in any of the foregoing, or if any Person shall do or perform any act(s) which Bank reasonably believes constitute(s) an unauthorized or unlawful distribution, exhibition, or use thereof, then and in any such event, upon thirty (30) days’ prior written notice to the Grantors (or if an Event of Default is at the time continuing, then without notice), Bank may and shall have the right to take such steps and institute such suits or proceedings as Bank may reasonably deem advisable or
|
-5- |
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necessary to prevent such act(s) and/or conduct and to secure damages and other relief by reason thereof, and to generally take such steps as may be reasonably advisable or necessary or proper for the full protection of the rights of the parties. Bank may take such steps or institute such suits or proceedings in its own name or in the name of any of the Grantors or in the names of the parties jointly. Bank hereby agrees to give the Grantors notice of any steps taken or any suits or proceedings instituted by Bank pursuant to this paragraph and the Grantors agree to assist Bank with any steps taken, or any suits or proceedings instituted by Bank pursuant to this paragraph at the Grantors’ sole expense.
The security interest granted to Bank hereunder is granted in conjunction with the security interests granted to Bank pursuant to the Loan Agreement. Each Grantor and Bank hereby further acknowledges and affirms that the rights and remedies of Bank with respect to the security interest made and granted hereby are subject to, and more fully set forth in, the Loan Agreement and are subject to the limitations set forth in the Loan Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.
This Copyright Security Agreement is made for collateral purposes only. At such time as Bank’s commitment to make Credit Extensions under the Loan Agreement have terminated and all Obligations have been paid in full and performed, Bank shall execute and deliver to the applicable Grantors, at the Grantors’ request and sole expense without representation, warranty or recourse, all releases and reassignments, termination statements and other instruments as may be necessary or proper to terminate the security interest of Bank in the Collateral, subject to any disposition thereof which may have been made by Bank pursuant to the terms hereof or of the Loan Agreement.
THIS COPYRIGHT SECURITY AGREEMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
This Copyright Security Agreement, and any modifications or amendments hereto may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original for all purposes, but all such counterparts taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Copyright Security Agreement by facsimile or transmitted electronically in a Tagged Image Format File (“TIFF”), Portable Document Format (“PDF”) or other electronic format sent by electronic mail shall be effective as delivery of a manually executed counterpart of this Copyright Security Agreement. This Copyright Security Agreement shall become effective when it shall have been executed by each party hereto. Any party delivering an executed counterpart of this Copyright Security Agreement by facsimile or by email shall also deliver a manually executed counterpart of this Copyright Security Agreement, but failure to do so shall not affect the validity, enforceability or binding effect of this Copyright Security Agreement, and the parties hereby waive any right they may have to object to said treatment.
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-6- |
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All notices and other communications provided under this Copyright Security Agreement shall be delivered in such form, manner and address as provided in Section 13 of the Loan Agreement.
Any provision of this Copyright Security Agreement which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof, and any such invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
No amendment, modification, rescission, waiver or release of any provision of this Copyright Security Agreement, and no consent to any departure therefrom, shall in any event be effective unless signed by Bank (whose signature shall be delivered only in accordance with the applicable provisions of the Loan Agreement) and the Grantors. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.
This Copyright Security Agreement shall bind and inure to the benefit of the parties hereto and their successors and permitted assigns (as determined pursuant to the Loan Agreement), but neither this Copyright Security Agreement nor any of the rights or interests hereunder shall be assigned by the Grantors (including their respective successors and permitted assigns) without the prior written consent of Bank (which shall be provided only in accordance with the applicable provisions of the Loan Agreement), and any attempted assignment without such consent shall be null and void.
If any conflict or inconsistency exists between this Copyright Security Agreement and the Loan Agreement, the Loan Agreement shall govern.
[Signature Page Follows]
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-7- |
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IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be duly executed by its duly authorized signatory as of the date first set forth above.
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GRANTORS: CINEVERSE CORP. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: President, Chief Operating Officer, General Counsel and Secretary |
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CINEVERSE ENTERTAINMENT CORP. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Senior Vice President & Secretary |
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CINEVERSE ENTERTAINMENT HOLDINGS, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Secretary |
[Signature Page to Copyright Security Agreement
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ACCESS DIGITAL MEDIA, INC. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: President |
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ASIAN MEDIA RIGHTS LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Chief Operating Officer, General Counsel |
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BLOODY DISGUSTING ACQUISITION LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Chief Operating Officer and Secretary |
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VIEWSTER, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Chief Operating Officer
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[Signature Page to Copyright Security Agreement
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CINEDIGM INDIA PRIVATE LIMITED By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Authorized Person CINEVERSE TERRIFIER LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Authorized Person CINEVERSE MATCHPOINT LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Chief Legal Officer
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[Signature Page to Copyright Security Agreement
ACCEPTED:
EAST WEST BANK
By: /s/ David Acosta
Name: David Acosta
Title: Managing Director
[Signature Page to Copyright Security Agreement
SCHEDULE 1
Title |
Cineverse Party |
2nd Chance for Christmas (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment, Corporation |
4G0T10 (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
A brave heart: the Lizzie Velasquez story (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment, Corporation |
Acceleration (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment, Corporation |
Afternoon delight (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment, Corporation |
Amateur Night & 1 other (Certificate of Recordation - Copyright Assignment |
Party 2: Cinedigm Entertainment, Corporation |
American Violence & 1 other (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
A New Christmas (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Ant boy (Certificate of Recordation) |
Party 2: Cinedigm Home Entertainment LLC |
Arthur Newman: a.k.a. The other you, a.k.a. Arthur Newman Golf Pro (Certificate of Recordation) |
Party 2: Cinedigm Digital Cinema Corporation. |
Bunyan & Babe (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Class rank (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation. |
Dark house (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation. |
Dear dictator : f.k.a. Coup D’ etat (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation. |
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The dog (Certificate of Recordation – Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
English teacher (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Group. |
Extraordinary tales (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Group. |
The Falling (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Full of grace (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Gangster Land (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
A Genius leaves the hood & 001 A Genius leaves the hood. 002 Gunland. 03 The swirl. 04 Black church. 05 Bottom ups. 06 72%. 07 When the check stop coming in. 008 Bossip comedy series 1. 009 Bossip comedy series 2. 010 Bleaching black culture. 011 Knifed up. 12 Hating Obama. 13 Side piece. 14 Pop life (formerly Molly) |
Party 2: Cinedigm Entertainment Corporation |
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15 Father forgive him (formerly Eddie Long) 016 Dumb it down. 017 Where is the love. (Copyright Assignment) |
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A girl like her (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
God’s Club (Certificate of Recordation – Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Hickok (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
In our nature (Certificate of Recordation - Copyright Assignment) |
Party 2: New Video Group, Inc., a wholly owned subsidiary of Cinedigm Digital Cinema Corporation. |
Kindness Is Contagious (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Home Entertainment LLC |
Kill Game (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Like water (Certificates of Recordation) |
Party 2: Vistachiara Productions, Inc. |
Madness in the method (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Meadowland (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Mission of Honor & 001 Mission of honor : f.k.a. Hurricane (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
My Daddy’s in Heaven & a.k.a. My Daddy Is In Heaven (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Narco Cultura (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
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Night moves (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Nutcracker Sweet (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Open windows (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
The opposite sex (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Paper angels (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Paranormal Island (Certificate of Recordation – Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Penguin King (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Punk’s dead: SLC punk 2 (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Prey (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Savva: heart of the warrior & Savva: heart of the warrior : a.k.a. Hero quest (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Silencer (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Song one (Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation & Film Arcade, LLC |
Spy Intervention (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Stagecoach: the Texas Jack story (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Sunrise in Heaven and Sunrise in Heaven: a.k.a. In God’s Hands (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
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Swell (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Traded (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
The ultimate gift & 001 The ultimate gift. 002 The ultimate life. 003 The ultimate legacy. (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
Visitors (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
War pigs (Certificate of Recordation - Copyright Assignment) |
Party 2: Cinedigm Entertainment Corporation |
[End of Schedule 1]
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Exhbitit 10.1
SECOND AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT
This SECOND AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 8, 2025, by and among East West Bank (“Bank”), Cineverse Corp., a Delaware corporation (f/k/a Cinedigm Corp.) (“Borrower”), Vistachiara Productions, Inc., d/b/a The Bigger Picture, a Delaware corporation (“Vistachiara Productions”), Cineverse Entertainment Corp., a New York corporation (f/k/a Cinedigm Entertainment Corp.) (“Cineverse Entertainment”), Cineverse Entertainment Holdings, LLC, a Delaware limited liability company (f/k/a Cinedigm Entertainment Holdings, LLC) (“Cineverse Entertainment Holdings”), Cineverse Home Entertainment, LLC, a Delaware limited liability company (f/k/a Cinedigm Home Entertainment, LLC) (“Cineverse Home Entertainment”), Docurama, LLC, a Delaware limited liability company (“Docurama”), Dove Family Channel, LLC, a Delaware limited liability company (“Dove”), Cineverse OTT Holdings, LLC, a Delaware limited liability company (f/k/a Cinedigm OTT Holdings, LLC) (“Cineverse OTT”), Cinedigm Productions, LLC, a Delaware limited liability company (“Cinedigm Productions”), Cinedigm DC Holdings, LLC, a Delaware limited liability company (“Cinedigm DC Holdings”), Access Digital Media, Inc., a Delaware corporation (“Access Digital Media”), Christie/AIX, Inc., a Delaware corporation (“Christie/AIX”), Cinedigm Digital Funding I, LLC, a Delaware limited liability company (“Cinedigm Digital Funding I”), FoundationTV, Inc., a Delaware corporation (“FoundationTV”), Asian Media Rights, LLC, d/b/a Digital Media Rights, a New York limited liability company (“Asian Media Rights”), Con TV, LLC, a Delaware limited liability company (“Con TV”), Fandor Acquisition LLC, a Delaware limited liability company (“Fandor”), TFD Acquisition LLC, a Delaware limited liability company (“TFD Acquisition”), Screambox Acquisition LLC, a Delaware limited liability company (“Screambox Acquisition”), Bloody Disgusting Acquisition LLC, a Delaware limited liability company (“Bloody Disgusting Acquisition”), Comic Blitz II LLC, a Delaware limited liability company (“Comic Blitz II”), Viewster, LLC, a Delaware limited liability company (“Viewster”), Cineverse India Private Limited, an Indian limited company (“Cineverse India”), and Cineverse Terrifier LLC, a Delaware limited liability company (“Cineverse Terrifier”), and Cineverse Matchpoint LLC, a Delaware limited liability company (“Cineverse Matchpoint”, and, together with Vistachiara Productions, Cineverse Entertainment, Cineverse Entertainment Holdings, Cineverse Home Entertainment, Docurama, Dove, and Cineverse OTT, Cinedigm Productions, Cinedigm DC Holdings, Access Digital Media, Christie/AIX, Cinedigm Digital Funding I, FoundationTV, Asian Media Rights, Con TV, Fandor, TFD Acquisition, Screambox Acquisition, Bloody Disgusting Acquisition, Comic Blitz II, Viewster, Cineverse India, and Cineverse Terrifier, individually, a “Guarantor” and collectively, the “Guarantors’’ and, together with the Borrower, collectively, the “Loan Parties”).
RECITALS
Borrower, certain of the Guarantors party hereto and Bank have entered into that certain Amended and Restated Loan, Guaranty and Security Agreement dated as of September 15, 2022 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Prior Loan Agreement”).
Borrower has requested that Bank amend and restate the Prior Loan Agreement to, among other things, make additional Advances to Borrower and extend the Revolving Maturity Date.
Bank is willing to amend and restate the Prior Loan Agreement subject to the terms and conditions of this Agreement.
This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.
In consideration of the agreement of Bank to make the Advances to Borrower, each Guarantor is willing to guaranty the full payment and performance by Borrower of all of its obligations hereunder and under the other Loan Documents, all as further set forth herein.
Each Guarantor is a subsidiary of Borrower and will obtain substantial direct and indirect benefit from the Advances made by Bank to Borrower under this Agreement.
AGREEMENT
The parties agree as follows:
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2.9 Uncommitted Loan Increases.
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Each Loan Party represents and warrants as follows:
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Borrower and each other Loan Party covenants that, until payment in full of all outstanding Obligations, and for so long as Bank may have any commitment to make a Credit Extension hereunder, Borrower shall do all of the following:
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Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 9.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.
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Borrower and each other Loan Party covenants and agrees that, so long as any credit hereunder shall be available and until the outstanding Obligations are paid in full or for so long as Bank may have any commitment to make any Credit Extensions, Borrower and each such Loan Party will not do any of the following without Bank’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed:
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Any one or more of the following events shall constitute an “Event of Default” by Borrower under this Agreement:
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Bank may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.
Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.
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Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by a nationally recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or by telefacsimile to Borrower or to Bank, as the case may be, at its addresses set forth below:
If to Borrower or Guarantor: Cineverse Corp.
244 Fifth Avenue, Suite M289
New York, NY 10001
Attn: Chris McGurk, Chairman and Chief Executive Officer
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With a copy to: Cineverse Corp.
244 Fifth Avenue, Suite M289
New York, NY 10001
Attn: Gary S. Loffredo, Esq., President Digital Cinema & General Counsel
If to Bank: East West Bank
9378 Wilshire Blvd., Ste 100
Beverly Hills, CA 90212
Attn: Thomas Garry
With a copy to: Sheppard, Mullin, Richter & Hampton LLP
350 South Grand Avenue, 40th Floor
Los Angeles, CA 90071
Attn: Stacey L. Rosenberg
The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.
California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Los Angeles County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Each party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each party hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to it at the address set forth in, or subsequently provided by it in accordance with, Section 13 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of such party’s actual receipt thereof or five (5) Business Days after deposit in the U.S. mails, proper first class postage prepaid.
IF AND ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.
WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IF PERMITTED BY APPLICABLE LAW, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, who is a former or retired judge of any California Federal or State Court, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638, sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course
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of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Either party shall have the right to object to the decision of the private judge and to appeal as provided for in the California Code of Civil Procedure. Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.
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[Balance of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
BORROWER: Cineverse Corp. By: _/s/ Gary S. Loffredo___________ General Counsel and Secretary GUARANTOR: Vistachiara Productions Inc. By: _/s/ Gary S. Loffredo____________ Cineverse Entertainment Corp. By: _/s/ Gary S. Loffredo__________ Cineverse Entertainment Holdings, LLC By: _/s/ Gary S. Loffredo___________ |
BANK: East West Bank: By: /s/ David Acosta |
Cineverse Home Entertainment, LLC
By: __/s/ Gary S. Loffredo__________
Name: Gary S. Loffredo
Title: Secretary
Docurama, LLC
By: __/s/ Gary S. Loffredo___________
Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
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[Signature Page to 2nd A& R Loan, Guaranty and Security Agreement - page 1 of 4] |
Dove Family Channel, LLC
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
Cineverse OTT Holdings, LLC
By: _/s/ Gary S. Loffredo_____________
Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
Cinedigm Productions, LLC
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
Cinedigm DC Holdings, LLC
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: President
Access Digital Media, Inc.
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: President
Christie/AIX, Inc.
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: President
Cinedigm Digital Funding I, LLC
By: _/s/ Gary S. Loffredo_____________
Name: Gary S. Loffredo
Title: President
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[Signature Page to 2nd A& R Loan, Guaranty and Security Agreement - page 2 of 4] |
FoundationTV, Inc.
By: _/s/ Gary S. Loffredo_____________
Name: Gary S. Loffredo
Title: President
Asian Media Rights, LLC, d/b/a Digital Media Rights
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: Chief Operating Officer, General
Counsel and Secretary
Con TV, LLC
By: _/s/ Gary S. Loffredo_____________
Name: Gary S. Loffredo
Title: Secretary
Fandor Acquisition LLC
By: _/s/ Gary S. Loffredo_____________
Name: Gary S. Loffredo
Title: President
TFD Acquisition LLC
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: Chief Operating Officer & Secretary
Screambox Acquisition LLC
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: Chief Operating Officer & Secretary
Bloody Disgusting Acquisition LLC
By: _/s/ Gary S. Loffredo_____________
Name: Gary S. Loffredo
Title: Chief Operating Officer & Secretary
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[Signature Page to 2nd A& R Loan, Guaranty and Security Agreement - page 3 of 4] |
Comic Blitz II LLC
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: Senior Vice President & Secretary
Viewster, LLC
By: _/s/ Gary S. Loffredo_____________
Name: Gary S. Loffredo
Title: Chief Operating Officer
Cineverse India Private Limited
By: _/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: Authorized Person
Cineverse Terrifier LLC
By: _/s/ Gary S. Loffredo_____________
Name: Gary S. Loffredo
Title: Authorized Person
Cineverse Matchpoint LLC
By: __/s/ Gary S. Loffredo____________
Name: Gary S. Loffredo
Title: Chief Legal Officer
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[Signature Page to 2nd A& R Loan, Guaranty and Security Agreement - page 4 of 4] |
EXHIBIT A
DEFINITIONS
“Accounts” means all presently existing and hereafter arising “accounts,” as such term is defined in Section 9102 of the Code, contract rights, instruments (including those evidencing indebtedness owed to Borrower by its affiliates), general intangibles, payment intangibles, chattel paper (including electronic chattel paper) and all other forms of obligations owing to Borrower arising out of the sale or lease of goods or inventory (including, without limitation, the licensing of digital content, software and other technology) or the rendering of services by Borrower and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower’s Books relating to any of the foregoing.
“Adjusted EBITDA” means, without duplication of any revenue or expense, (i) EBITDA plus (ii) all stock-based compensation incurred during the applicable measurement period, plus (iii) any non-cash unrealized losses incurred during the applicable measurement period, minus (iv) any non-cash unrealized gains earned during the applicable measurement period.
“Advance” or “Advances” means a cash advance or cash advances under the Revolving Line.
“Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person.
“Approved Valuation Consultant” means an independent consultant selected by Borrower and approved by Bank in its reasonable discretion, who shall be retained by Bank at the sole cost and expense of Borrower; provided that Bank may from time to time by written notice to Borrower remove any such Person as an Approved Valuation Consultant in its reasonable discretion.
“Asset Coverage Ratio” means, on any date of determination, the ratio of (a) the sum of (i) the Long Term Library Value plus (ii) the difference of: (A) the Collections Amount and (B) the product of (x) the Collections Amount for such date of determination and (y) the Entitlement Reserve Percentage for such date of determination, divided by (b) the outstanding principal amount of the Advances on such date.
“Bank Expenses” means all reasonable out-of-pocket costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the preparation, negotiation, administration, amendment, and enforcement of the Loan Documents; reasonable out-of-pocket Collateral audit fees; and Bank’s reasonable attorneys’ fees and expenses (whether generated in-house or by outside counsel) incurred in enforcing or defending the Loan Documents (including fees and expenses of appeal), incurred before, during and after an Insolvency Proceeding, whether or not suit is brought.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially in form and substance satisfactory to Bank.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“BondIt” means BondIt LLC, a California limited liability company.
“BondIt Guaranty” means that certain Guaranty Agreement dated as of April 5, 2024, made by Borrower in favor of BondIt, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.
“BondIt Intercreditor Agreement” means that certain Intercreditor Agreement dated as of April 5, 2024, by and among Bank, BondIt, Borrower and Cineverse Terrifier, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.
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“BondIt Loan Agreement” means that certain Loan and Security Agreement dated as of April 5, 2024, by and between BondIt and Cineverse Terrifier, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.
“BondIt Loan Documents” means the BondIt Loan Agreement and all other agreements, instruments and documents heretofore, now or hereafter evidencing, securing, guaranteeing, or otherwise relating to the obligations thereunder.
“Borrower State” means Delaware, the state under whose laws Borrower is organized.
“Borrower’s Books” means all of Borrower’s books and records including: ledgers; records concerning Borrower’s assets or liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment, containing such information.
“Borrowing Base” means, at any date for which the amount thereof is to be determined, an amount equal to the sum of (i) the Long Term Library Value Credit plus (ii) the difference of: (A) all Cash actually received by Borrower into the Collection Account during the three (3) month period immediately preceding such date of determination (such amount, the “Collections Amount”); and (B) the product of (x) the Collections Amount for such date of determination; and (y) the Entitlement Reserve Percentage for such date of determination.
“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of California or the State of New York are authorized or required to close.
“Cash” means Unrestricted Cash and Cash Equivalents that are not subject to any Lien other than Lien under the Loan Documents.
“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by Bank or any commercial bank that is, in each case, rated investment grade by both S&P and Moody’s, (e) interests in any money market fund registered under the Investment Company Act of 1940 that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States, and (f) other cash equivalents determined by the Bank to have a risk equivalent to items rated at least “A-1” by S&P or “P-1” by Moody’s and otherwise acceptable from time to time to the Bank; provided, however, that the maturities of all obligations specified in any of clauses (a) through (d) above shall not exceed 365 days.
“Change in Control” means any event or circumstance whereby (a) any person or group of persons acting in concert acquires control of Borrower (whether directly or indirectly); or (b) the majority of the seats (other than vacant seats) on the Board of Directors of Borrower cease to be occupied by persons who either (i) were members of the Board of Directors of Borrower as of the Closing Date or (ii) were nominated for election by the Board of Directors of Borrower, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors. For the purpose of this definition, “control” of Borrower means: (x) the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the United States Securities and Exchange Commission thereunder as in effect on the Closing Date) of stock representing 35% or more of the aggregate ordinary voting power represented by the issued and outstanding stock in Borrower; (y) the power to appoint or remove all or a
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majority of the members of the board of directors of Borrower or (z) otherwise directly or indirectly to direct or have the power to direct the affairs and policies of Borrower.
“Change in Management” means both Chris McGurk and Gary Loffredo shall cease to perform the functions and services substantially similar to those provided for Borrower as of the Second Amendment and Restatement Effective Date and a replacement of at least one such individual proposed by Borrower and acceptable to Bank (such approval not to be unreasonably withheld) has not been retained within a period of one hundred twenty (120) days following the last day that such individual shall have ceased to serve in such capacity or to perform such functions and services as aforesaid. The parties hereto agree that during such one hundred twenty (120) day period until such time as a replacement has been approved by Bank, Bank shall not be required to make any Advances. The Bank and the Loan Parties agree that nothing herein shall preclude the board of directors of Borrower from performing its legal or fiduciary duties with respect to the employment of Chris McGurk or Gary Loffredo under applicable law.
“Chief Executive Office State” means California, where Borrower’s chief executive office is located.1
“Closing Date” means September 15, 2022.
“Code” means the California Uniform Commercial Code as amended or supplemented from time to time.
“Collateral” means the property described on Exhibit B attached hereto except (i) to the extent the granting of a security interest therein is contrary to applicable law, provided that upon the cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral; provided that in no case shall the definition of “Collateral” exclude any Accounts, proceeds of the disposition of any property, or general intangibles consisting of rights to payment, (ii) any leasehold property worth less than $1,000,000 in the aggregate, (iii) any motor vehicles and other assets subject to certificates of title, except to the extent perfection of a security interest therein may be accomplished by the filing of Uniform Commercial Code financing statements or an equivalent thereof in appropriate form in the applicable jurisdiction, (iv) any commercial tort claim as to which the claim thereunder is less than $1,000,000, (v) any property if, for so long as and to the extent a security interest may not be granted in such assets as a matter of applicable law or without constituting a material breach of the terms of a lease, license, contract or other agreement or instrument or permitting any party to terminate such lease, license, contract, or other agreement or instrument, except, in each case under this clause (v) to the extent that such law or the terms in such lease, license, contract or other agreement or instrument providing for such prohibition, breach, right of termination or default or requiring such consent, approval, license or authorization is ineffective under the Code or other applicable law or principles of equity, provided further that this clause (v) shall not exclude proceeds thereof and Accounts arising therefrom the assignment of which is deemed effective under the Code, (vi) any governmental licenses or permits or franchises, charters and authorizations of a Governmental Authority if, for so long as and to the extent the grant of a security interest therein is prohibited or restricted by applicable law, except, in each case under this clause (vii), to the extent that such prohibition or restriction is ineffective under the Code or other applicable law or principles of equity, provided that this clause (vi) shall not exclude proceeds thereof and Accounts arising therefrom the assignment of which is deemed effective under the UCC, (vii) equity interests in any Excluded Subsidiary, (viii) any “intent to use” trademark application for which a statement of use has not been filed with the United States Patent and Trademark Office, but only to the extent that the grant of a security interest therein would invalidate such trademark application, (ix) any letter-of-credit rights (except to the extent constituting a supporting obligation of other Collateral as to which perfection of a security interest therein may be accomplished solely by the filing of a Uniform Commercial Code financing statement in the applicable jurisdiction (it being understood that no actions shall be required to perfect a security interest in letter-of-credit rights, other than the filing of a Uniform Commercial Code financing statement)), (x) any equity interest in a first-tier foreign Subsidiary in excess of 65% of the issued and outstanding voting stock of any first-tier foreign Subsidiary of any Loan Party, (xi) any assets of a first-tier foreign Subsidiary; and (xii) Excluded Accounts.
1 Cineverse to confirm, since its notice address is in New York.
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-7- |
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“Collateral State” means the state or states where the Collateral is located.
“Collection Account” has the meaning set forth in Section 4.4.
“Commitment Amount” means the maximum principal sum of Twelve Million Five Hundred Thousand Dollars (US$12,500,000).
“Commitment Termination Date” means the earlier to occur of (a) April 8, 2027 and (b) the date on which Bank elects to terminate its obligations to make Credit Extensions under this Agreement under Section 2.6 or Section 12.1(b).
“Consolidated Net Content Advances” means, with respect to the Borrower and its Subsidiaries on a consolidated basis as of any date of determination, the sum, without duplication, of (a) production costs capitalized during such period, net of capitalized production costs charged to income during such period, (b) advertising costs deferred during such period, net of deferred advertising costs charged to income during such period, (c) the net cash flow impact of advance payments made with respect to Distributed and Licensed Content pursuant to distribution agreements during such period, (d) advances or purchase consideration made to acquire feature films or other items of content for distribution as Owned Library Content, net of advances amortized and charged to income during such period, in each case as reported in Consolidated cash flow statements in accordance with GAAP and (e) Investments in, start-up expenses related to, and net operating losses incurred with respect to the Borrower’s subscription-based internet distribution services that are so identified in the Borrower’s financial reporting.
“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business or customary indemnity obligations entered into in connection with any acquisition or any disposition permitted hereunder. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.
“Copyright Security Agreement” means a Copyright Security Agreement, substantially in the form of Exhibit G(1) attached hereto, as the same may be amended, supplemented or otherwise modified, renewed or replaced from time to time by delivery of a Copyright Security Agreement Supplement or otherwise.
“Copyright Security Agreement Supplement” means a Copyright Security Agreement Supplement, substantially in the form of Exhibit G(2) attached hereto.
“Credit Extension” means each Advance or any other extension of credit by Bank to or for the benefit of Borrower hereunder.
“Distributed and Licensed Content” means theatrical feature films, television productions and other traditional or non-traditional video content, for which a Loan Party obtains the rights via distribution agreements to be exploited in various manners, including one or more of theatrical distribution, DVDs, Blu-Ray, internet or digital distribution, pay-television, cable television and broadcast television.
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-8- |
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“EBITDA” means annual earnings before interest, taxes, depreciation and amortization, calculated monthly on a trailing 12 month basis. EBITDA shall be calculated in accordance with GAAP.
“Entitlement Reserve Percentage” means, for any three month period, the percentage equal to the aggregate amount of third party entitlements to the Collections Amount during such period divided by the Collections Amount for such period.
“Environmental Laws” means all laws, rules, regulations, orders and the like issued by any federal state, local foreign or other Governmental Authority pertaining to the environment or to any hazardous materials or wastes, toxic substances, flammable, explosive or radioactive materials, asbestos or other similar materials.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.
“Event of Default” has the meaning assigned in Article 11.
“Excluded Accounts” means any account which is exclusively used for trust, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of employees.
“Excluded Subsidiaries” means Access Digital Cinema Phase 2 Corp.; Access Digital Cinema Phase 2 B/AIX Corp.; CDF2 Holdings, LLC; and Cinedigm Digital Funding 2, LLC.
“GAAP” means generally accepted accounting principles, consistently applied, as in effect from time to time.
“Governmental Authority” means any federal, state, municipal, national, supranational or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with the United States of America, any State thereof or the District of Columbia or a foreign entity or government.
“Hedge Agreement” means any agreement with respect to any swap, forward, future or derivative transaction, or any option or similar agreement, involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt securities or instruments, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or any similar transaction or combination of the foregoing transactions.
“Incremental Commitment” has the meaning set forth in Section 2.9(a).
“Incremental Effective Date” has the meaning set forth in Section 2.9(a).
“Incremental Facility” and collectively the “Incremental Facilities” has the meaning set forth in Section 2.9(a).
“Incremental Facility Request” has the meaning set forth in Section 2.9(a).
“Indebtedness” means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, but excluding trade payables in the ordinary course of business, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations that have been or required to be accounted for as a capital lease on a balance sheet prepared in accordance with GAAP and (d) all Contingent Obligations, if any.
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-9- |
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“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including general assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.
“Investment” means any beneficial ownership of (including stock, partnership or limited liability company interest or other securities) any Person, or any loan, advance or capital contribution to any Person.
“IRC” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
“Library Valuation” means a valuation of the Collateral, in form and substance (and using a methodology) satisfactory to Bank, to be performed by an Approved Valuation Consultant.
“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.
“Loan Documents” means, collectively, this Agreement, any Note or Notes executed by Borrower, the Copyright Security Agreement, the Copyright Security Agreement Supplements, and any other document, instrument or agreement entered into in connection with this Agreement, all as amended, restated, amended and restated, modified, supplemented or extended from time to time.
“Loan Portfolio” has the meaning set forth in Section 2.3(e).
“Long Term Library Value” means the difference of (a) the total library valuation as set forth in the most recently delivered Library Valuation minus (b) the Terminal Value PV minus (c) all Cash projected in the most recently delivered Library Valuation to be received by Borrower into the Collection Account during the twelve (12) month period immediately following the date of the most recently delivered Library Valuation.
“Long Term Library Value Advance Rate” means 50%.
“Long Term Library Value Credit” means the lesser of (a) $5,000,000 and (b) the product of (i) the Long Term Library Value Advance Rate and (ii) the Long Term Library Value.
“Material Adverse Effect” means any event or circumstance that, (i) has a materially adverse effect on the business, assets, liabilities (actual or contingent), properties, operations or condition (financial or otherwise) of the Loan Parties, taken as a whole, (ii) materially impairs the legal right, power or authority of any Loan Party to perform its respective obligations under the Loan Documents to which it is a party, (iii) materially impairs the validity or enforceability of, or materially impairs the rights, remedies or benefits available to the Bank under the Loan Documents or (iv) has a materially adverse effect on the Collateral or the Bank’s security interests therein or the priority of such security interests; provided, however, that none of the following, either alone or in combination, will constitute, or be considered in determining whether there has been, a Material Adverse Effect: any event, change, circumstance, effect or other matter resulting from or related to (i) any outbreak or escalation of war or major hostilities or any act of terrorism, (ii) changes in laws, GAAP or enforcement or interpretation thereof, (iii) changes that generally affect the industries and markets in which Borrower and its Subsidiaries operate, (iv) changes in financial markets, general economic conditions (including prevailing interest rates, exchange rates, commodity prices and fuel costs) or political conditions, (v) any failure, in and of itself, of Borrower or any Subsidiary to meet any published or internally prepared projections, budgets, plans or forecasts of revenues, earnings or other financial performance measures or operating statistics (it being understood that the facts and circumstances underlying any such failure that are not otherwise excluded from the definition of a “Material Adverse Effect” may be considered in determining whether there has been a Material Adverse Effect), or (vi) any action taken or failed to be taken pursuant to or in accordance with the Loan Documents or at the request of, or consented to by, the Bank.
“Minimum Account Balance” has the meaning set forth in Section 2.3(e).
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“Moody’s” means Moody’s Investors Service, Inc., or any successor to its rating agency business.
“Negotiable Collateral” means Collateral regarding which a security interest under the Code is or may be perfected by possession or control.
“Obligations” means all debt, principal, interest, Bank Expenses and other amounts owed to Bank by Borrower pursuant to this Agreement or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrower to others that Bank may have obtained by assignment or otherwise.
“OFAC” means the Office of Foreign Asset Control of the United States Treasury Department.
“Operating Account” means a deposit account established at Bank in the name of Borrower and under the control of Bank for which certain amounts are to be deposited pursuant to the payment priorities in Section 4.4 of the Agreement.
“Owned Library Content” means theatrical feature films, television productions and other traditional or non-traditional video content, owned by a Loan Party and either (a) exploited by such Loan Party in various manners, including, but not limited to, one or more of theatrical distribution, DVDs, Blu-Ray, internet or digital distribution, pay-television, cable television, broadcast television and any other content distribution medium or otherwise or (b) licensed by the applicable Loan Party to a third party.
“Periodic Payments” means all installments or similar recurring payments that Borrower may now or hereafter become obligated to pay to Bank pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between Borrower and Bank.
“Permitted Indebtedness” means:
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-11- |
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“Permitted Investments” means:
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“Permitted Liens” means the following:
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“Permitted Transfer” means the conveyance, sale, lease, transfer or disposition by any Loan Party of:
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“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.
“Prime Rate” means, for any particular day, the variable rate of interest, per annum, most recently announced by Bank, as its “prime rate,” whether or not such announced rate is the lowest rate available from Bank.
“Prohibited Territory” means any person or country listed by OFAC as to which transactions between a United States Person and that territory are prohibited.
“Project” has the meaning set forth in Section 9.9.
“Project Draw” means an Advance utilizing the Long Term Library Value Credit for the purpose of financing a Project.
“Project Package” means, with respect to any Project Draw, (a) the legal documents confirming Borrower’s rights in the Project and payment for such rights; (b) a projection of cash flows over the next 18 to 24 months for the Project; (c) confirmation of approval by Borrower’s Green Light Committee for the internal green light procedure; and (d) an executive summary of the Project budget, cast, producers, and directors.
“Responsible Officer” means each of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Controller of Borrower.
“Revolving Line” means revolving Credit Extensions of up to Twelve Million Five Hundred Thousand Dollars (US$12,500,000) in aggregate principal amount at any time outstanding.
“Revolving Maturity Date” means April 8, 2028.
“S&P” means S&P Global Ratings, or any successor to its rating agency business.
“Schedule” means the schedule of exceptions attached hereto and approved by Bank, if any.
“Second Amendment and Restatement Effective Date” means April 8, 2025.
“Shortfall Applicable Margin” has the meaning set forth in Section 2.3(e).
“Shortfall Month” has the meaning set forth in Section 2.3(e).
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-15- |
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“SOS Reports” means the official reports from the Secretaries of State of each Collateral State, Chief Executive Office State and the Borrower State and other applicable federal, state or local government offices identifying all current security interests filed in the Collateral and Liens of record as of the date of such report.
“Subordinated Debt” means any debt now or hereafter incurred by Borrower that is subordinated in writing to the debt owing by Borrower to Bank on terms reasonably acceptable to Bank (and identified as being such by Borrower and Bank).
“Subsidiary” means any corporation, partnership or limited liability company or joint venture in which (i) any general partnership interest or (ii) more than fifty percent (50%) of the stock, limited liability company interest or joint venture of which by the terms thereof ordinary voting power to elect the Board of Directors, managers or trustees of the entity, at the time as of which any determination is being made, is owned by Borrower, either directly or through a Subsidiary.
“Terminal Value PV” means the present value of the terminal value of the Collateral as determined by the Approved Valuation Consultant and included in the annual Library Valuation.
“Trademark Security Agreement” means a Trademark Security Agreement, substantially in the form of Exhibit H attached hereto.
“Unrestricted Cash” means cash that is not subject to any lien or security interest (other than the those granted pursuant to the this Agreement) and that is on deposit with Bank or its Affiliates in an account that is subject to a perfected security interest in favor of the Bank and in respect of which the relevant Loan Party has entered into an account control agreement reasonably satisfactory to the Bank.
“Unused Line Fee” has the meaning set forth in Section 2.8.
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EXHIBIT B
COLLATERAL DESCRIPTION ATTACHMENT TO SECOND AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT
Except as set forth in the definition of “Collateral” in Exhibit A to this Agreement, all personal property of the Loan Parties (collectively, the “Debtor”) whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to:
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-18- |
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For the purposes of this Agreement, (i) “Picture” means any television product (including movies of the week, mini-series and series and any episode thereof), motion picture or other audiovisual product, in any case whether recorded on film, videotape, cassette, cartridge, disc or on or by any other means, method, process or device whether now known or hereafter developed, with respect to which a Loan Party (i) has an ownership interest in the copyright (in whole or in part) or (ii) acquires any direct or indirect equity interest or participation rights, or any distribution rights, sales agency rights or other rights (including rights as a production services entity) or (ii) acquires any distribution rights, (ii) “Books” means books and records (including each Debtor’s records indicating, summarizing, or evidencing Debtor’s assets) (including the Collateral) or liabilities, Debtor’s records relating to Debtor’s business operations or financial condition, and Debtor’s goods or General Intangibles related to such information, including, without limitation, ledger sheets and cards, files, correspondence, books of accounts, business papers, computers, computer software and programs for general business use, tapes, disks, and other documents relating to Debtors assets, (iii) “Contracts” means all contracts or agreements to which Debtor is a party including, without limitation, (a) each partnership agreement, joint venture agreement, limited liability company agreement, shareholders agreement, operating agreement, voting trust, proxy agreement or other similar agreement to which Debtor is a party and (b) each lease, license or sublicense, evidence of Indebtedness, mortgage, indenture, security agreement, deed of trust or other contract, commitment or obligation to which Debtor is a party, in each case whether contingent or matured, in each case, to which Debtor is a party, and (iv) “Contract Rights” means all of the rights of Debtor (including, without limitation, all rights to payment) under any Contract.
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EXHIBIT C
LOAN ADVANCE/PAYDOWN REQUEST FORM
DEADLINE FOR SAME DAY PROCESSING IS Noon, P.S.T.
To: ______________________ |
DATE: _____________, 202_ |
TIME: ___________ |
FROM: CINEVERSE CORP. FROM: ____________________________ FROM: ____________________________ PHONE #: ____________________________ FROM ACCOUNT#: _____________________ TO ACCOUNT#: ____________________________ |
TELEPHONE REQUEST (For Bank Use Only): The following person is authorized to request the loan payment transfer/loan advance on the designated account and is known to me. __________________________________ __________________________________ __________________________________ |
REQUESTED TRANSACTION TYPE |
REQUESTED DOLLAR AMOUNT |
For Bank Use Only Date Rec’d: |
PRINCIPAL INCREASE* (ADVANCE) |
$ ________________________ |
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PRINCIPAL PAYMENT (ONLY) |
$ ________________________ |
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OTHER INSTRUCTIONS: |
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All representations and warranties of Borrower stated in the Amended and Restated Loan, Guaranty and Security Agreement are true, correct and complete in all material respects as of the date of the telephone request for and advance confirmed by this Loan Advance/Paydown Request Form; provided, however, that those representations and warranties the date expressly referring to another date shall be true, correct and complete in all material respects as of such date.
*IS THERE A WIRE REQUEST TIED TO THIS LOAN ADVANCE? (PLEASE CIRCLE ONE) |
YES |
NO |
If YES, the Outgoing Wire Transfer Instructions must be completed below. |
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-21- |
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OUTGOING WIRE TRANSFER INSTRUCTIONS |
Fed Reference Number |
Bank Transfer Number |
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The items marked with an asterisk (*) are required to be completed. |
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*Beneficiary Name |
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*Beneficiary Account Number |
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*Beneficiary Address |
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*Currency Type |
US DOLLARS ONLY |
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*ABA Routing Number (9 Digits) |
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*Receiving Institution Name |
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*Receiving Institution Address |
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*Wire Amount |
$ |
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EXHIBIT D
BORROWING BASE CERTIFICATE
Borrower: Cineverse Corp. |
Bank: East West Bank |
Commitment Amount: $12,500,000 from the Second Amendment and Restatement Effective Date through the Revolving Maturity Date |
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Borrowing Base Calculation |
Amount |
The Lesser of (a) and (b): |
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(a) the Commitment Amount: |
$12,500,000 |
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(b) the sum of (i) the Long Term Library Value Credit plus: |
$[_______] |
(ii) the difference of: |
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A. the Collections Amount |
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B. the product of: |
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(x) the Collections Amount; and |
$[_______] |
(y) the Entitlement Reserve Percentage |
[_______]% |
TOTAL of (b) |
$[_______] |
TOTAL BORROWING BASE |
$[_______] |
(Less) Current Loan Outstanding |
$[_______] |
Availability Under Facility |
$[_______] |
The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Second Amended and Restated Loan, Guaranty and Security Agreement between the undersigned and East West Bank.
Comments: |
BANK USE ONLY Rec’d By: ___________________________ |
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-23- |
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[Attach supporting Schedules and other detail]
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EXHIBIT E
COMPLIANCE CERTIFICATE
Please send all Required Reporting to: East West Bank
[_______________]
FROM: Cineverse Corp. (“Borrower’’)
The undersigned authorized Officer of Cineverse Corp. hereby certifies that in accordance with the terms and conditions of the Second Amended and Restated Loan, Guaranty and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending ______________________________ with all required covenants, except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.
Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column.
REPORTING COVENANTS |
REQUIRED |
COMPLIES |
Company Prepared Monthly F/S
Company Prepared Quarterly F/S
Compliance Certificate Company prepared
Audited and Unqualified F/S Borrowing Base Cert. |
Monthly, within 25 days of the end of such month Quarterly, within 45 days of the end of such FQ2 Monthly, within 25 days of the end of such month/Quarterly within 45 days of the end of such FQ3 Annually, within 90 days of FYE4 Monthly, within 20 days of the end of such month
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YES NO
YES NO
YES NO
YES NO YES NO |
FINANCIAL COVENANTS |
REQUIRED ACTUAL |
COMPLIES |
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TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: |
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Minimum balance of cash and availability under Revolving Line
Minimum Adjusted EBITDA |
$3,000,000 |
$___________ |
YES NO |
$[___] |
$[___] |
YES NO |
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Asset Coverage Ratio |
2:00 to 1:00 |
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YES NO |
Please Enter Below Comments Regarding Violations:
The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made.
2 Subject to extensions granted by the SEC with respect to Form 10-Q.
3 Contemporaneously with the submission of monthly and quarterly statements.
4 Subject to extensions granted by the SEC with respect to Form 10-K.
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-25- |
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Very truly yours,
_________________________________
Authorized Signer
Name: Gary S. Loffredo
Title: President, Chief Operating Officer,
General Counsel and Secretary
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-26- |
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EXHIBIT F
DISBURSEMENT LETTER
CINEVERSE CORP.
The undersigned duly elected and acting officers of CINEVERSE CORP. (“Borrower”) do hereby certify to EAST WEST BANK (“Bank”), in connection with that certain Second Amended and Restated Loan, Guaranty and Security Agreement dated as of April 8, 2025, by and among Borrower, the other Loan Parties thereto and Bank (as modified, amended and/or restated from time to time, the “Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Agreement) that:
[Balance of Page Intentionally Left Blank]
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-27- |
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Loan Amount: $[_________________]
Less:
Net Proceeds of the Advance $ ___________
Prior Loan Agreement Expenses:
Bank Name: [___________]
Bank Address: [___________]
Account Number: [___________]
ASA Number: [___________]
Reference: Cineverse Corp.
Bank Expenses (Sheppard, Mullin, Richter & Hampton LLP):
Bank Name: [___________]
Bank Address: [___________]
Account Name: [___________]
Account Number: [___________]
ASA Number: [___________]
Reference: [___________]
Balance - credited to Borrower’s account at East West Bank
[Balance of Page Intentionally Left Blank]
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-28- |
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Dated as of the date first set forth above.
BORROWER:
CINEVERSE CORP.
By _______________________
Name: Gary S. Loffredo
Title: President, Chief Operating Officer,
General Counsel and Secretary
BANK:
EAST WEST BANK
By _______________________
Name:
Title:
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EXHIBIT G-1
COPYRIGHT SECURITY AGREEMENT
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-30- |
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EXHIBIT G-2
COPYRIGHT SECURITY AGREEMENT SUPPLEMENT
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EXHIBIT H
TRADEMARK SECURITY AGREEMENT
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-32- |
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EXHIBIT I
NOTE
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-33- |
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SCHEDULE OF EXCEPTIONS
Grant of Security Interest (Section 4.1)
None.
Prior Names (Section 6.4)
None.
Litigation (Section 6.5)
None.
Permitted Indebtedness (Exhibit A)
None.
Permitted Investments (Exhibit A)
Investments in the Excluded Subsidiaries in existence on the Second Amendment and Restatement Effective Date.
Permitted Liens (Exhibit A)
Liens under the Prior Loan Agreement.
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-34- |
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CORPORATE BORROWING CERTIFICATE
Borrower: CINEVERSE CORP. |
Date: _____________, 2025 |
I hereby certify as follows, as of the date set forth above:
RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower:☐☐☐☐
Name |
Title |
Signature |
Authorized to Add or Remove Signatories |
____________________ |
___________________ |
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____________________ |
___________________ |
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____________________ |
___________________ |
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____________________ |
___________________ |
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RESOLVED FURTHER, that any one of the persons designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower.
RESOLVED FURTHER, that such individuals may, on behalf of Borrower:
Borrow Money. Borrow money from East West Bank (“Bank”).
Execute Loan Documents. Execute any loan documents Bank requires.
Grant Security. Grant Bank a security interest in any of Borrower’s assets.
Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an interest and receive cash or otherwise use the proceeds.
Letters of Credit. Apply for letters of credit from Bank.
Foreign Exchange Contracts. Execute spot or forward foreign exchange contracts.
Issue Warrants. Issue warrants for Borrower’s capital stock.
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Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effectuate such resolutions.
RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.
CINEVERSE CORP.
By: ________________________
Name:
Title:
*** If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of Borrower.
I, the _____________________ of Borrower, hereby certify as to paragraphs 1 through 5 above, as [print title] of the date set forth above. |
By: ________________________
Name:
Title:
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EAST WEST BANK
Member FDIC
ITEMIZATION OF AMOUNT FINANCED
DISBURSEMENT INSTRUCTIONS
(Revolving Line)
Name: CINEVERSE CORP. Date: _________, 202[__]
$ |
credited to deposit account No. ______________ when Advances are requested or disbursed to Borrower by cashier’s check or wire transfer |
Amounts paid to others on your behalf: |
|
$ |
to East West Bank for accounts receivable audit (estimate) |
$ |
to Bank counsel fees and expenses |
$ |
to ___________________ |
$ |
to ___________________ |
$ |
TOTAL (AMOUNT FINANCED) |
Upon consummation of this transaction, this document will also serve as the authorization for East West Bank to disburse the loan proceeds as stated above.
_________________________________ |
_________________________________ |
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USA PATRIOT ACT
NOTICE
OF
CUSTOMER IDENTIFICATION
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.
WHAT THIS MEANS FOR YOU: when you open an account, we will ask your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.
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Exhibit 99.1
Cineverse Expands Existing Line of Credit Facility with East West Bank to $15 Million with a Three-Year Term
Additional Capital Ensures Cineverse will be Well-Positioned Moving Forward as it Continues to Invest in Content to Build Off its Recent Box Office Success
LOS ANGELES, April 9, 2025 – Cineverse Corp. (Nasdaq: CNVS) (“Cineverse”, “us”, “our”, “we”, and the “Company”), a next-generation entertainment studio, today announced that it has expanded the size of its existing line of credit facility with Pasadena-based East West Bank from $7.5 million to $12.5 million, expandable to $15 million, and extended the term from one-year to three-years at an interest rate of Prime plus 1.25% (8.75% currently with a $0 current balance).
“Closing this expanded credit facility with our long-term collaborators at East West Bank further strengthens Cineverse’s position and allows us to make content and other investments that are critical to our top-line revenue growth,” said Chris McGurk, Cineverse Chairman and CEO. “The team at East West Bank, including Managing Director David Acosta, have been great to work with and we greatly appreciate their help and support over these past several years.”
This extension further strengthens the Company’s balance sheet without equity dilution. It comes following Cineverse’s recent reporting of a successful fiscal third quarter.
About Cineverse
Cineverse (Nasdaq: CNVS) is a next-generation entertainment studio that empowers creators and entertains fans with a wide breadth of content through the power of technology. It has developed a new blueprint for delivering entertainment experiences to passionate audiences and results for its partners with unprecedented efficiency, and distributes more than 71,000 premium films, series, and podcasts. Cineverse connects fans with bold, authentic, independent stories. Properties include the highest-grossing non-rated film in U.S. history; dozens of streaming fandom channels; a premier podcast network; top horror destination Bloody Disgusting; and more. Powering visionary storytelling with cutting-edge innovation, Cineverse’s proprietary streaming tools and AI technology drive revenue and reach to redefine the next era of entertainment. For more information, visit home.cineverse.com.
Contacts:
For Media
Exhibit 99.1