8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 5, 2011

(Date of earliest event reported)

Cinedigm Digital Cinema Corp.

(Exact name of registrant as specified in its charter)

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

55 Madison Avenue, Suite 300, Morristown, New Jersey	07960
(Address of principal executive offices)	(Zip Code)

973-290-0080

(Registrant’s telephone number, including area code)

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):

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

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

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

o       Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©)

TABLE OF CONTENTS

Item 1.01	Entry into a Material Definitive Agreement
Item 3.02	Unregistered Sales of Equity Securities
Item 9.01	Financial Statements and Exhibits
Signature

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Item 1.01 Entry into a Material Definitive Agreement.

On July 5, 2011, Cinedigm Digital Cinema Corp. (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) with certain investors party thereto (the “Investors”) pursuant to which the Company agreed to sell to the Investors an aggregate of 4,338,750 shares (the “Shares”) of Class A Common Stock, par value $.001 per share (the “Common Stock”), for an aggregate purchase price in cash of  $6,942,000, priced at $1.60 per share. The sale was consummated on July 7, 2011.  The proceeds of the sale of the Shares will be used for working capital and general corporate purposes. The Company also entered into a Registration Rights Agreement with the Purchaser (the “Registration Rights Agreement“) pursuant to which the Company agreed to register the resale of the Shares from time to time in accordance with the terms of the Registration Rights Agreement.

One of the Investors through affiliated entities, Federated Investors, Inc., was a holder of over 5% of the outstanding Common Stock prior to the sale of the Shares. Federated Investors, Inc. purchased 1,250,000 Shares for an aggregate purchase price of $2,000,000.

On July 6, 2011, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to such agreements, which are filed herewith as Exhibit 10.1 an Exhibit 10.2.

Item 3.02 Unregistered Sales of Equity Securities.

On July 7, 2011, the Company issued and sold 4,338,750 Shares pursuant to the Purchase Agreement. The full description of such sale under Item 1.01 above is incorporated by reference herein.  The Shares were issued in reliance upon applicable exemptions from registration under Section 4(2) and Regulation D of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Common Stock Purchase Agreement among Cinedigm Digital Cinema Corp. and the Investors party thereto dated July 5, 2011.
10.2	Registration Rights Agreement among Cinedigm Digital Cinema Corp. and the Investors party thereto dated July 7, 2011.
99.1	Press Release dated July 6, 2011.

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SIGNATURE

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

Dated as of  July 7, 2011

By:	/s/ Adam M. Mizel
Name:	Adam M. Mizel
Title:	Chief Financial Officer & Chief Strategy Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Common Stock Purchase Agreement among Cinedigm Digital Cinema Corp. and the Investors party thereto dated July 5, 2011.
10.2	Registration Rights Agreement among Cinedigm Digital Cinema Corp. and the Investors party thereto dated July 7, 2011.
99.1	Press Release dated July 6, 2011.

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EX-10.1

EXHIBIT 10.1

EXECUTION COPY

COMMON STOCK PURCHASE AGREEMENT

by and among

CINEDIGM DIGITAL CINEMA CORP.

and

THE INVESTORS LISTED ON SCHEDULE A HERETO

dated as of

July 5, 2011

TABLE OF CONTENTS

		Page
SECTION 1	SALE AND ISSUANCE	1
1.1	Sale and Issuance of Shares	1
SECTION 2	CLOSING DATES AND DELIVERY	1
2.1	Closing	1
2.2	Delivery	1
SECTION 3	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	2
3.1	Organization, Good Standing and Qualification	2
3.2	Subsidiaries	2
3.3	Capitalization	2
3.4	Authorization	3
3.5	No Conflict	3
3.6	SEC Filings	4
3.7	Financial Statements	5
3.8	No Material Undisclosed Liabilities	5
3.9	Changes	5
3.10	Material Contracts	6
3.11	Intellectual Property	6
3.12	Compliance	7
3.13	Litigation	7
3.14	Offering	7
3.15	Registration and Voting Rights	7
3.16	Brokers or Finders	7
3.17	Employees	8
3.18	Representations Complete	8
3.19	Form S-3 Eligibility	8
3.20	Insurance	8
3.21	Title	8
3.22	Payment of Taxes	8
3.23	Internal Controls	9
3.24	Off Balance Sheet Arrangements	9
3.25	Investment Company Status	9
3.26	Manipulation of Price	9
3.27	Manipulation of Price	9
3.28	U.S. Real Property Holding Corporation	10
3.29	Transactions With Affiliates	10
3.30	Money Laundering Laws	10
3.31	Questionable Payments	10
3.32	Shell Company Status	11
SECTION 4	REPRESENTATIONS AND WARRANTIES OF THE INVESTORS	11
4.1	Organization, Good Standing and Qualification	11

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TABLE OF CONTENTS

(continued)

Page

4.2	Authorization	11
4.3	No Conflict	11
4.4	Private Placement	12
4.5	Legends	12
SECTION 5	COVENANTS	12
5.1	Satisfaction of Conditions	12
5.2	Further Assurances	13
5.3	Stockholder Approval	13
5.4	Securities Laws Disclosure; Publicity	13
5.5	Integration	14
5.6	Public Information Failure	14
5.7	Use of Proceeds	15
5.8	Listing of Common Stock	15
5.9	Form D; Blue Sky Filings	15
5.10	Conduct of Business	15
5.11	Legend Removal	15
5.12	Shareholder Rights Plan	16
SECTION 6	CONDITIONS TO CLOSING	16
6.1	Conditions to the Obligations of Investors	16
6.2	Conditions to the Obligations of the Company	17
SECTION 7	MISCELLANEOUS	18
7.1	Amendment; Waiver	18
7.2	Notices	18
7.3	Governing Law	19
7.4	Expenses	20
7.5	Survival	20
7.6	Successors and Assigns	20
7.7	Entire Agreement	20
7.8	Delays or Omissions	20
7.9	Severability	20
7.10	Counterparts	21
7.11	Telecopy Execution and Delivery	21
7.12	Jurisdiction; Venue	21
7.13	Waiver of Jury Trial	21
7.14	Remedies	21
7.15	Indemnification	21
7.16	Independent Nature of Investors’ Obligations and Rights	22

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TABLE OF CONTENTS

(continued)

Page

EXHIBITS

A           Form of Legal Opinion

B           Compliance Certificate

C           Secretary’s Certificate

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COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this “Agreement”) is dated as of July 5, 2011, and is among Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (the “Investors”).

SECTION 1

SALE AND ISSUANCE

1.1           Sale and Issuance of Shares.  Subject to the terms and conditions of this Agreement, the Company agrees to sell and issue to the Investors, and the Investors, severally and not jointly, agree to purchase, 4,338,750 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), at a cash purchase price of $1.60 per share (the “Purchase Price”) and an aggregate purchase price of $6,942,000.00.

SECTION 2

CLOSING DATES AND DELIVERY

2.1           Closing.  The purchase, sale and issuance of the Shares (the “Closing”) shall take place at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, as soon as reasonably practicable, and no later than 5:00 p.m., New York City time on the date hereof, provided that all the conditions to the Closing set forth in Section 6 are satisfied or, if not, on the second business day after the satisfaction or waiver of all the conditions to the Closing set forth in Section 6, or such later date as the Company and Investors shall mutually agree (the “Closing Date”).

2.2           Delivery.  On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Investor the following:

(a)           this Agreement duly executed by the Company;

(b)           an opinion from Kelley Drye & Warren LLP, counsel to the Company, in the form of Exhibit A attached hereto; and

(c)           the certificates representing the Shares to the Investors, which shall be registered in the name or names, and shall be in such denominations, as the Investors may request at least one (1) business day prior to the Closing Date, which delivery shall be made against payment of the Purchase Price, by check payable to the Company or wire transfer in accordance with the Company’s written instructions delivered to Investors at least one (1) business day prior to the Closing Date.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Investors as follows as of the date hereof and as of the Closing Date:

3.1           Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  The Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted or proposed to be conducted, to execute and deliver each of this Agreement, the Escrow Agreement dated as of the date hereof by and among the Company, Merriman Capital, Inc. and JPMorgan Chase Bank, National Association (the “Escrow Agreement”) and the Registration Rights Agreement dated as of the date hereof by and among the Company and the Investors (the “Registration Rights Agreement” and, together with the Escrow Agreement and this Agreement, collectively, the “Transaction Documents”), to issue and sell the Shares and to perform its obligations under the Transaction Documents.  The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as hereinafter defined).

3.2           Subsidiaries.  Each of the Company’s subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  None of the Company’s subsidiaries owns or leases property or engages in any activity in any jurisdiction that might require its qualification to do business as a foreign corporation in such jurisdiction and in which the failure to qualify as such would have a Material Adverse Effect (as hereinafter defined). All of the direct and indirect subsidiaries of the Company are set forth in the SEC Filings.  The Company owns, directly or indirectly, all of the capital stock or other equity interests of each subsidiary free and clear of any liens, and all the issued and outstanding shares of capital stock of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights. The representations made in this Section 3 shall be deemed to include and be made on behalf of the subsidiaries where appropriate. The Company has the unrestricted right to vote and (subject to limitations imposed by applicable law) to receive dividends and distributions, on all capital securities of its subsidiaries as owned by the Company.

3.3           Capitalization.

(a)           As of the date hereof, the authorized capital stock of the Company consists of (i) 75,000,000 shares of Common Stock, of which 32,724,324 shares are issued and outstanding, (ii) 15,000,000 shares of Class B common stock, par value $0.001 per share, 25,000 of which are issued and outstanding and (iii) 15,000,000 shares of preferred stock, par value $0.001 per share, 7 of which are issued and outstanding.  The Shares shall have the rights, preferences, privileges and restrictions set forth in the Company’s Certificate of Incorporation as currently in effect (the “Charter”).  The Company has made available to Investors the Charter, and no steps have been taken by the board of directors or any stockholder of the Company to authorize or effect any amendment or other modification to the Charter.

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(b)           Except as set forth on Schedule 3.3(b) hereto, as of the date hereof, there are no options, warrants, convertible securities or other rights, agreements or arrangements to purchase any of the Company’s authorized and unissued capital stock and no shares of capital stock of the Company were reserved for issuance.  Except as set forth and materially described on Schedule 3.3(b) hereto, the Company is not subject to any agreement, arrangement or other obligation with respect to the registration of any securities of the Company that provides any third party any registration rights the terms of which are pari passu with or senior to the registration rights granted to Investors under the Registration Rights Agreement.

(c)           All issued and outstanding shares of the Company’s capital stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.

(d)           The Company has reserved the Shares for issuance pursuant to this Agreement.  The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.  The Shares will be free of any preemptive or similar rights, taxes, charges, liens or encumbrances; provided that the Shares will be subject to restrictions on transfer under U.S. state and/or federal securities laws and as set forth herein and in the Registration Rights Agreement.

3.4           Authorization.

(a)           All corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization, execution and delivery of each of the Transaction Documents by the Company, the authorization, sale, issuance and delivery of the Shares and the performance of all of the Company’s obligations under each of the Transaction Documents has been taken or will be taken prior to the Closing.  Each of the Transaction Documents constitutes valid and binding obligations of the Company, enforceable in accordance with their terms.

(b)           The Company has taken all necessary corporate action so that the restrictions on “business combinations” contained in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) do not and will not apply to the execution, delivery and performance of this Agreement or any of the Transaction Documents, or the consummation of the purchase of the Shares or any of the other transactions contemplated hereby and thereby.  Without limiting the foregoing, the actions by the Board of Directors of the Company referred to in Section 3.4(a) above constitute approval, for purposes of Section 203(a)(1) of the DGCL, of (i) this Agreement and the other Transaction Documents and (ii) the purchase of the Shares and the other transactions contemplated by this Agreement and the other Transaction Documents.

3.5           No Conflict.

(a)           The execution and delivery by the Company of this Agreement, the execution and delivery by the Company of each of the other Transaction Documents to which it

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is or will be a party do not, and the consummation by the Company of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of any lien or encumbrance pursuant to (i) any provision of the certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its subsidiaries, or (ii) any loan or credit agreement, note, mortgage, indenture, lease or other agreement, obligation or instrument to which the Company or any of its subsidiaries is a party or by which any of their respective properties or assets may be bound, or (iii) any law, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets, except in the case of clause (ii), which would not materially impair the Company’s ability to fulfill its obligations under the Transaction Documents or have a material effect on the business or operations of the Company and its subsidiaries, taken as a whole.

(b)           No consent, approval, order or authorization of, notice to, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, including any industry self-regulatory organization (a “governmental authority”) is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery by the Company of this Agreement or any of the Transaction Documents or the consummation by the Company of the transactions contemplated hereby and thereby, except for notice of listing of the Shares on the Nasdaq Global Market (“Nasdaq”) and any required notices of sale of securities filed with applicable Federal and state securities agencies.

3.6           SEC Filings.

(a)           The Company has made available to the Investors through the EDGAR system (i) the Company’s annual reports on Form 10-K for its fiscal years ended March 31, 2009, 2010 and 2011, (ii) its proxy or information statements relating to meetings of the stockholders of the Company held or to be held (or actions taken without a meeting by such stockholders) since January 1, 2009 and (iii) all of its other reports, statements, schedules and registration statements filed with the Securities Exchange Commission (the “SEC”) since January 1, 2009 (the documents referred to in this Section 3.6(a), collectively, the “SEC Filings”).

(b)           Since January 1, 2008, the Company has filed with or furnished to the SEC each report, statement, schedule, form or other document or filing required by applicable law to be filed or furnished at or prior to the time so required.  As of its filing date, each SEC Filing complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be and the SEC Filings do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

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3.7           Financial Statements.  The audited consolidated financial statements and unaudited condensed consolidated financial statements of the Company included in the SEC Filings (i) comply as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, in the case of unaudited statements, for the absence of footnotes), and (iii) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

3.8           No Material Undisclosed Liabilities.  There are no material liabilities or obligations of the Company or any of its subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than:

(a)           liabilities or obligations disclosed and provided for in the SEC Filings or in the notes thereto;

(b)           liabilities or obligations incurred under the Transaction Documents or in connection with the transactions contemplated hereby and thereby; and

(c)           liabilities or obligations incurred in the ordinary course of business consistent with past practice since March 31, 2011 that are not material to the business or operations of the Company and its subsidiaries, taken together as a whole.

3.9           Changes.  Except as described in the SEC Filings, since March 31, 2011, there has not been any event or condition of any type that has had or would reasonably be likely to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of the Company and its subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).  Except as described in the SEC Filings, since March 31, 2011, the respective businesses of the Company and each of its subsidiaries has been operated in the ordinary course consistent with past practices, and there has not been:

(a)           any amendment or change to the Company’s certificate of incorporation or bylaws;

(b)           any material change in the assets, liabilities, financial condition or operating results of the Company or any of its subsidiaries from that reflected in the SEC Filings, except for changes in the ordinary course of business consistent with past practices;

(c)           any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the Company or any of its subsidiaries (other than dividends by any wholly-owned subsidiary of the Company to the Company or to another wholly-owned subsidiary of the Company), or any redemption or repurchase of any

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securities of the Company (other than in connection with the exercise of compensatory stock options);

(d)           any material damage, destruction or loss, whether or not covered by insurance, to any material assets or properties of the Company or any of its subsidiaries;

(e)           any waiver by the Company or any of its subsidiaries of a valuable right or of a material debt owed to it;

(f)           any sale, assignment, exclusive license or transfer by the Company or any of its subsidiaries of any material assets including any material patents, trademarks, copyrights, trade secrets or other intangible assets;

(g)           any imposition of any material lien, claim, or encumbrance on any of the assets of the Company or any of its subsidiaries;

(h)           any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or any of its subsidiaries; or

(i)           any agreement or commitment by the Company to do any of the things described in this Section 3.9.

3.10           Material Contracts.  All of the contracts, agreements and instruments to which the Company or any of its subsidiaries is a party or to which their respective properties or assets are bound and that are material to the Company and its subsidiaries, taken together as a whole (each, a “Material Contract”), are valid, binding and in full force and effect in all material respects, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies and to general principles of equity.  None of the Company, any of its subsidiaries or, to the Company’s knowledge, any other party to any Material Contract is, in material default under any of such Material Contracts. The Company has not received a notice of termination nor is the Company otherwise aware of any threats to terminate any of the Material Contracts. Except as disclosed in the SEC Filings, the Company does not have a “poison pill” or similar shareholder rights plan in effect.

3.11           Intellectual Property.  The Company and its subsidiaries own or possess or can obtain on commercially reasonable terms sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, processes and similar proprietary rights (“Intellectual Property”) necessary to the business of the Company and its subsidiaries as currently conducted, without any conflict with or infringement of the rights of others.  The Company and its subsidiaries have not received any written communication alleging that the Company or any of its subsidiaries has violated any of the Intellectual Property of any other person or entity or demanding or requesting payment by the Company or any of its subsidiaries of a license fee or royalty in connection therewith, nor is the Company aware of any basis therefor.  To the Company’s knowledge, the Company and its subsidiaries have obtained and possess valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that they own or lease or that they have otherwise provided to their employees for their use in connection with the business of

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the Company and its subsidiaries.  To the Company’s knowledge, it will not be necessary to use any inventions of any of its or its subsidiaries’ employees or consultants (or persons any of them currently intends to hire) made prior to their employment by the Company or its subsidiary.  Each employee and consultant of the Company or any of its subsidiaries has assigned to the Company all intellectual property rights he or she owns that are related to the business of the Company and its subsidiaries as now conducted and as currently proposed to be conducted.

3.12           Compliance.  None of the Company or any of its subsidiaries is in violation (i) of any term of its certificate of incorporation or bylaws, each as amended to date, or (ii) of any federal or state statutes, rules or regulations the violation of which would be material to the business or operations of the Company and its subsidiaries, taken together as a whole.

3.13           Litigation.  Except as disclosed in the SEC Filings, there are no material actions, suits, proceedings or investigations pending against the Company or any of its subsidiaries or their respective properties (nor has the Company or any of its subsidiaries received written notice of any threat thereof) before any court or governmental agency.  Except as disclosed in the SEC Filings, none of Company or any of its subsidiaries is a party or subject to the provisions of any material order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There has not been, and to the Company’s knowledge, there is not pending or contemplated, any investigation by the Commission involving the Company or, to the Company’s knowledge, any current or former director or officer of the Company.  The Company has not received any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act and, to the Company’s knowledge, the Commission has not issued any such order. There are no material disagreements presently existing, or reasonably anticipated by the Company to arise, between the accountants formerly or presently employed by the Company.

3.14           Offering.  None of the Company, any of its affiliates, or any person or entity acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Shares under the Securities Act, whether through integration with prior offerings or otherwise, or cause the offering of the Shares hereunder to require approval of the stockholders of the Company for purposes of any applicable stockholder approval provisions, including without limitation, under the rules and regulations of Nasdaq.

3.15           Registration and Voting Rights.  Except as set forth in Schedule 3.15 hereof, the Company is presently not under any obligation and has not granted any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may hereafter be issued.  To the Company’s knowledge, no stockholder of the Company has entered into any agreements with respect to the voting of capital stock of the Company.

3.16           Brokers or Finders.  Exceptas set forth in Schedule 3.16 hereto, the Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with any of the Transaction Documents or any of the transactions contemplated hereby and thereby.

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3.17           Employees.  To the Company’s knowledge, there are no strike, labor dispute or union organization activities pending or threatened between it and its employees.  To the Company’s knowledge, none of its employees belongs to any union or collective bargaining unit.  The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment.  The Company is in material compliance with its “employee benefit plans” as defined in the Employee Retirement Income Security Act of 1974, as amended.

3.18           Representations Complete.  None of the representations or warranties made by the Company in this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, not misleading.

3.19           Form S-3 Eligibility.  The Company is currently eligible to register the resale of its Common Stock on a registration statement on Form S-3 under the Securities Act. The Company is not aware of any facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant’s consents) that would prohibit or delay the preparation and filing of a registration statement on Form S-3 with respect to the Registrable Shares (as defined in the Registration Rights Agreement), within the time frame set forth in the Registration Rights Agreement.

3.20           Insurance.  The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes are prudent and customary for a company (i) in the business in which the Company is engaged, (ii) with the resources of the Company and (iii) at a similar stage of development as the Company.  The Company has not received any written notice of cancellation of such insurance or that the Company will not be able to renew its existing insurance coverage as and when such coverage expires.  The Company believes it will be able to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

3.21           Title.  The Company and its subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its subsidiaries.  Any real property and facilities held under lease by the Company and any of its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

3.22           Payment of Taxes.   All federal and other material tax returns and reports of the Company and its subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon the Company and its subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable, except for such taxes which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP. Company knows of

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no proposed tax assessment against the Company or any of its subsidiaries which is not being actively contested by the Company or such subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

3.23           Internal Controls.  The Company is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of 2002 that are applicable to it.  Except as disclosed in the SEC Filings, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are effective in all material respects to ensure that material information relating to the Company is made known to its chief executive officer and chief financial officer by others within the Company.  The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by its most recently filed quarterly or annual periodic report under the Exchange Act (such date, the “Evaluation Date”).  The Company presented in its most recently filed quarterly or annual periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the Company’s disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there has been no change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

3.24           Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in the SEC Filings and is not so disclosed.

3.25           Investment Company Status.  The Company is not, and upon consummation of the sale of the Shares will not be, an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

3.26           Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) other than the Merriman Capital, Inc. as placement agent (the “Agent”), sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) other than the Agent, paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

3.27           Manipulation of Price. The Company confirms that neither it nor, to its knowledge, any other Person acting on its behalf has provided any of the Investors or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information (other than information relating to the offering of the Shares).  The Company understands and confirms that each of the Investors will rely on the foregoing representations in effecting transactions in securities of the Company.  All disclosure provided to the Investors regarding the Company or any of its subsidiaries, their business and the

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transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of the Company is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.  No event or circumstance has occurred or information exists with respect to the Company or any of its subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company on or before the date hereof but which has not been so publicly announced or disclosed.

3.28           U.S. Real Property Holding Corporation. The Company is not, nor has it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Investor’s request.

3.29           Transactions With Affiliates.  Except as set forth in the SEC Filings, none of the officers, directors or employees of the Company or any of its subsidiaries is presently a party to any transaction with the Company or any of its subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its subsidiaries, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

3.30           Money Laundering Laws. The operations of the Company and its subsidiaries are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

3.31           Questionable Payments.  Neither the Company nor, to the knowledge of the Company, any of its current or former stockholders, directors, officers, employees, agents or other persons acting on behalf of the Company, has on behalf of the Company or in connection with its business: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on the books and records of the Company; (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) violated or is in violation of in any material respect any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended.

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3.32           Shell Company Status.The Company is not a shell company, and is not, and has never been, an issuer identified in Rule 144(i)(1).

SECTION 4

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each of the Investors hereby represents and warrants to the Company, with respect solely to itself and not with respect to any other Investor, as follows as of the date hereof and as of the Closing Date:

4.1           Organization, Good Standing and Qualification.  If the Investor is an entity, such Investor is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.  Each Investor has the requisite power and authority to execute and deliver each of the Transaction Documents and to perform its obligations pursuant to the Transaction Documents.

4.2           Authorization.  All corporate or partnership action on the part of each Investor and its directors, officers, stockholders, members or partners, as the case may be, necessary for the authorization, execution and delivery of each of the Transaction Documents by such Investor and the performance of all of Investor’s obligations under each of the Transaction Documents has been taken or will be taken prior to the Closing.  Each of such Transaction Documents constitutes valid and binding obligations of each Investor, enforceable in accordance with their terms.

4.3           No Conflict.

(a)           The execution and delivery by each Investor of this Agreement and the execution and delivery by each Investor of each of the other Transaction Documents to which it is or will be a party do not, and the consummation by each Investor of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of any lien or encumbrance pursuant to (i) any provision of the certificate of incorporation or bylaws or comparable organizational documents of such Investor, or (ii) any loan or credit agreement, note, mortgage, indenture, lease or other agreement, obligation or instrument to which such Investor or any of its subsidiaries is a party or by which their respective properties or assets may be bound, or (iii) any law, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Investor or its properties or assets; except, in each case, for any of the foregoing which would not have a material and adverse effect on such Investor’s ability to fulfill its obligations under the Transaction Documents.

(b)           No consent, approval, order or authorization of, notice to, or registration, declaration or filing with any governmental authority is required by or with respect to any Investor or any of its subsidiaries in connection with the execution and delivery by any Investor

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of this Agreement or any of the Transaction Documents or the consummation by any Investor of the transactions contemplated hereby and thereby.

4.4           Private Placement.  Each Investor is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof.  Each Investor has such knowledge and experience in financial and business matters so that Investor is capable of evaluating the merits and risks of its investment in the Company.  Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the SEC under the Securities Act.

4.5           Legends.  Each Investor understands and agrees that the Shares or any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend and that the transfer agent for the Company may be instructed that the Shares are subject to the terms of such legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS SUCH REGISTRATION IS NOT REQUIRED.”

SECTION 5

COVENANTS

5.1           Satisfaction of Conditions.  Subject to the terms and conditions of this Agreement, each of the Company and the Investors shall, and shall cause its respective subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to cause the conditions to the obligations of the other party to complete the closing as set forth in Section 6 hereof to be satisfied and to comply promptly with all legal requirements which may be imposed on such party or its subsidiaries with respect to the transactions contemplated by this Agreement and to consummate the transactions contemplated by this Agreement as promptly as practicable and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any governmental authority and any other third party which is required to be obtained or made by the Company, the Investors or any of their respective subsidiaries in connection with the purchase of the Shares and the other transactions contemplated by this Agreement.  The parties shall consult and cooperate with one another in connection with the foregoing.  Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor the Investors shall be under any obligation to litigate with a governmental authority or to make proposals, execute or carry out agreements or submit to orders providing for a Divestiture.  “Divestiture” shall mean (A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets, (B) the imposition of any material limitation or restriction on the ability of a party to freely conduct their business or own assets or (C) the holding separate of shares of capital stock or any limitation or regulation on the ability of Investor or any of its affiliates to exercise full rights of ownership of shares of Company capital stock.

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5.2           Further Assurances.  Each party hereto, at the request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary for effecting the consummation of the purchase and sale of the Shares and the other transactions contemplated hereby and by the other Transaction Documents.

5.3           Stockholder Approval.  If required by Nasdaq rules, the Company shall file with the SEC and provide each stockholder of the Company with a proxy statement complying with the requirements of the Exchange Act and substantially in the form that has been previously reviewed and approved by the Investors and Kramer Levin Naftalis & Frankel LLP, at the expense of the Company, informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each as defined below).  In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than three (3) months from the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by Kramer Levin Naftalis & Frankel LLP at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Shares in accordance with applicable law and the rules and regulations of Nasdaq (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions.  The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline.  If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained.

5.4           Securities Laws Disclosure; Publicity.  The Company shall, by 8:30 a.m. (New York City time) on the second day on which Nasdaq is open for trading (the “Trading Day”) immediately following the date hereof, issue a Current Report on Form 8-K and press release disclosing the material terms of the transactions contemplated hereby, and including this Agreement and the Registration Rights Agreement (other than schedules and exhibits hereto and thereto) as exhibits thereto (including all attachments, the "8-K Filing").  From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.  The Company shall not, and shall cause each of its subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Investor with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the 8-K Filing without the express prior written consent of such Investor.  If an investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its subsidiaries from the Company, any of its subsidiaries or any of the respective officers, directors, affiliates or agents, other than as required in writing by such Investor, it may provide the Company with written notice thereof.  The Company shall, within two (2) Trading Days of receipt of such notice, make

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public disclosure of such material, nonpublic information.  The Company and each Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Investor shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Investor, or without the prior consent of each Investor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.  Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Nasdaq, without the prior written consent of such Investor, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by any other law or by Nasdaq regulations, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this clause (b).

5.5           Integration.  The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares hereunder in a manner that would require the registration under the Securities Act of the sale of the Shares hereunder or that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of Nasdaq such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

5.6           Public Information Failure.  At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Shares may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if (i) a Registration Statement (as defined in the Registration Rights Agreement) is not then effective and (ii) the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Investor’s other available remedies, the Company shall pay to an Investor, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Shares, an amount in cash equal to one percent (1.0%) of the aggregate subscription amount of such Investor’s Shares on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Investors to transfer the Shares pursuant to Rule 144.  The payments to which an Investor shall be entitled pursuant to this Section 5.6 are referred to herein as “Public Information Failure Payments.”  Public Information FailurePayments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information FailurePayments are incurred and (ii) the third (3rd) Trading Day after the event or failure giving rise to the Public Information FailurePayments is cured.  In the event the Company fails to make Public Information FailurePayments in a timely manner, such Public Information FailurePayments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Investor’s right to pursue actual damages for the Public

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Information Failure, and such Investor shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.  The parties agree that in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Investors in any 30-day period and the maximum aggregate liquidated damages payable to an Investor under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such Investor pursuant to this Agreement.

5.7           Use of Proceeds.  Except as set forth on Schedule 5.7 hereto, the Company shall use the net proceeds from the sale of the Shares hereunder for working capital purposes and shall not use such proceeds for any other purpose.

5.8           Listing of Common Stock. The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation of the Common Stock on Nasdaq and concurrently with the Closing, the Company shall apply to list or quote all of the Shares on Nasdaq and promptly secure the listing of all of the Shares on Nasdaq. Neither the Company nor any of its subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on Nasdaq.

5.9           Form D; Blue Sky Filings.  The Company agrees to timely file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Investor. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Shares for, sale to the Investors at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

5.10           Conduct of Business.The business of the Company and its subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

5.11           Legend Removal.  Certificates evidencing the Shares shall not contain any restrictive legend (including the legend set forth in Section 4.5 hereof), (i) following a sale of such Shares pursuant to an effective registration statement covering the resale of such security under the Securities Act, (ii) following any sale of such Shares pursuant to Rule 144, (iii) if such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).  The Company shall cause its counsel to issue a customary legal opinion to its transfer agent promptly after the Effective Date (as defined in the Registration Rights Agreement) if required by the Company’s transfer agent in connection therewith to effect the removal of the legend hereunder, unless the Shares are sold pursuant to Rule 144.  The Company agrees that following the Effective Date (as defined in the Registration Rights Agreement) or at such time as such legend is no longer required under this Section 5.11, it will, no later than two Trading Days following the delivery, in connection with a sale, by an

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Investor to the Company or its transfer agent of a certificate representing Shares issued with a restrictive legend (such second Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Investor a certificate representing such shares that is free from all restrictive legends.

5.12           Shareholder Rights Plan.  No claim will be made or enforced by the Company or, with the consent of the Company, any other person, that (i) any Investor is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company or (ii) that any Investor could be deemed to trigger the provisions of any such plan or arrangement by virtue of receiving Shares under the Transaction Documents or under any other agreement between the Company and any Investor. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the State of Delaware which is or could become applicable to any Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Investor’s ownership of the Shares.  The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company with respect to the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Investor’s ownership of the Shares.

SECTION 6

CONDITIONS TO CLOSING

6.1           Conditions to the Obligations of Investors.  Investors’ obligation to purchase the Shares at the Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless otherwise waived in writing by the Investors:

(a)           Legality.  No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the purchase of the Shares or the consummation of the other transactions contemplated by this Agreement or the other Transaction Documents shall be in effect.  No statute, rule, regulation or order shall have been enacted, entered, promulgated or enforced by any Federal, state or foreign governmental authority of competent jurisdiction which prohibits or makes illegal the purchase of the Shares or the consummation of the other transactions contemplated by this Agreement or the other Transaction Documents.  No action, suit or proceeding brought by a governmental authority in connection with this Agreement or the other Transaction Documents shall be pending.

(b)           Representations and Warranties.  The representations and warranties made by the Company in Section 3 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made as of the Closing Date, except to the extent such representations and warranties are made only as of an earlier date, in which case as of such

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earlier date (in each case, disregarding any standards of materiality contained in such representations and warranties).

(c)           Covenants.  The Company shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the Closing.

(d)           Ancillary Agreements.  The Company shall have executed and delivered to the Investors the Registration Rights Agreement and the Escrow Agreement and such agreements shall be in full force and effect.

(e)           Closing Deliverables.  The Company shall have delivered to counsel to the placement agent the following:

(i)           the items set forth in Section 2.2 hereof;

(ii)           a certificate executed by the Chief Executive Officer, President or Chief Financial Officer of the Company on behalf of the Company certifying the satisfaction of the conditions to closing listed in Sections 6.1(b) and 6.1(c), substantially in the form of Exhibit B attached hereto; and

(iii)           a certificate of the Company executed by the Company’s Secretary, attaching and certifying to the truth and correctness of (1) the current certificate of incorporation of the Company, (2) the current bylaws of the Corporation and (3) all board actions taken in connection with the transactions contemplated by this Agreement, substantially in the form of Exhibit C attached hereto.

(f)           Trading in the Common Stock.  From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the SEC or Nasdaq, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on Nasdaq, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Investor, makes it impracticable or inadvisable to purchase the Shares at the Closing.

6.2           Conditions to the Obligations of the Company.  The Company’s obligation to sell and issue the Shares at the Closing is subject to the fulfillment on or before such Closing of the following conditions, unless otherwise waived in writing by the Company:

(a)           Legality.  No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the purchase of the Shares or the consummation of the other transactions contemplated by this Agreement or the other Transaction Documents shall be in effect.  No statute, rule, regulation or order shall have been enacted, entered, promulgated or enforced by any Federal, state or foreign governmental authority of competent jurisdiction which prohibits or makes illegal the purchase of the Shares or

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the consummation of the other transactions contemplated by this Agreement or the other Transaction Documents.  No action, suit or proceeding brought by a governmental authority in connection with this Agreement or the other Transaction Documents shall be pending.

(b)           Representations and Warranties.  The representations and warranties made by each Investor in Section 4 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made as of the Closing Date, except to the extent such representations and warranties are made only as of an earlier date, in which case as of such earlier date (in each case, disregarding any standards of materiality contained in such representations and warranties).

(c)           Covenants.  Investors shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement to be performed or complied with by Investors on or prior to the date of such Closing.

(d)           Ancillary Agreement.  Investors shall have executed and delivered to the Company the Registration Rights Agreement and the Escrow Agreement and such agreements shall be in full force and effect.

SECTION 7

MISCELLANEOUS

7.1           Amendment; Waiver.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investors holding at least a majority in interest of the Shares then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

7.2           Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or otherwise delivered by hand, messenger or courier service addressed:

(a)           if, to Investors, to the address of such Investor set forth on Schedule A hereto, with a copy (which shall not constitute notice) to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Attention:   Christopher S. Auguste

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(b)           if, to the Company, to:

Cinedigm Digital Cinema Corp.

55 Madison Avenue, Suite 300

Morristown, New Jersey 07960

Attn: General Counsel

with a copy (which shall not constitute notice) to:

Kelley Drye & Warren LLP

101 Park Avenue

New York, New York 10178

Attn: Jonathan K. Cooperman

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or (iii) if sent via facsimile, upon confirmation of facsimile transfer.

7.3           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for the Southern District of New York or in any state court located in New York County, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any state court located in New York County, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the

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other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

7.4           Expenses.  Except as expressly provided herein, the Company and the Investors shall each pay their own expenses in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

7.5           Survival.  The representations, warranties, covenants and agreements made in this Agreement shall survive the closing of the transactions contemplated hereby and the delivery of the Shares for a period of one (1) year.

7.6           Successors and Assigns.  This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by either party hereto without the prior written consent of the other party.  Any attempt by any such party to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement in violation of this Section 7.6 shall be null and void ab initio.  Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

7.7           Entire Agreement.  This Agreement and the other Transaction Documents, including the exhibits attached hereto and thereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.  No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

7.8           Delays or Omissions.  Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.

7.9           Severability.  If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision.  The balance of this Agreement shall be enforceable in accordance with its terms.

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7.10           Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

7.11           Telecopy Execution and Delivery.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen.  Such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

7.12           Jurisdiction; Venue.  Each of the parties hereto hereby submits and consents irrevocably to the exclusive jurisdiction of the state and federal courts located in New York County, New York for the interpretation and enforcement of the provisions of this Agreement.  Each of the parties hereto also agrees that the jurisdiction over the person of such parties and the subject matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided for in Section 7.2 or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process.

7.13           Waiver of Jury Trial.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

7.14           Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Investors and the Company will be entitled to specific performance under the Transaction Documents.  The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

7.15           Indemnification.  In consideration of each Investor’s execution and delivery of the Transaction Documents and acquiring the Shares thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Investor and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any

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misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any certificate delivered by the Company hereunder, or (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any certificate delivered by the Company hereunder.  The Company will not be liable to any Investor under this Agreement to the extent that a loss, claim, damage or liability is attributable to any Investor breach of any of the representations, warranties, covenants or agreements made by such Buyer in this Agreement or in the other Transaction Documents.  To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

7.16           Independent Nature of Investors’ Obligations and Rights.  The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance or non-performance of the obligations of any other Investor under any Transaction Document.  Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.  Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.  Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents.  For reasons of administrative convenience only, each Investor and its respective counsel have chosen to communicate with the Company through Kramer Levin Naftalis & Frankel LLP.  Kramer Levin Naftalis & Frankel LLP does not represent any of the Investors and only represents Merriman Capital, Inc.  The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Investors.

(signature page follows)

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The parties are signing this Common Stock Purchase Agreement as of the date stated in the introductory clause.

CINEDIGM DIGITAL CINEMA CORP. a Delaware corporation
By:	/s/ Gary S. Loffredo
Name:	Gary S. Loffredo
Title:	SVP

(Signature page to the Common Stock Purchase Agreement)

AST-Federated Aggressive Growth Portfolio, a portfolio of Advanced Series Trust.
By:	/s/ Aash M. Shah
Name:	Aash Shah
Title:	Vice President , Federated Global Investment Mgmt, as attorney-in-fact.

(Signature page to the Common Stock Purchase Agreement)

Federated Kaufmann Small Cap Fund, a portfolio of Federated Equity Funds
By:	/s/ Aash M. Shah
Name:	Aash Shah
Title:	Vice President , Federated Global Investment Mgmt, as attorney-in-fact.

(Signature page to the Common Stock Purchase Agreement)

[INVESTORS]
By:	/s/ Bradley C. Radoff
Name:	Bradley C. Radoff
Title:	Principal

(Signature page to the Common Stock Purchase Agreement)

[INVESTORS]
By:	/s/ Robert Ellin
Name:	Robert Ellin
Title:	Portfolio Manager

(Signature page to the Common Stock Purchase Agreement)

Allocation:  312,500 shares

Trinad Capital Master Fund Ltd.

Perry J. Radoff, P.C., Profit Sharing Plan
By:	/s/ Perry J. Radoff, Trustee
Name:	Perry J. Radoff
Title:	Trustee

(Signature page to the Common Stock Purchase Agreement)

Allocation:  4,000 shares

Perry J. Radoff, P.C., Profit Sharing Plan

Perry J. Radoff, Trustee

[INVESTORS]
By:	/s/ Samuel Englebart
Name:	Samuel Englebart
Title:	Member &  Managing Director

(Signature page to the Common Stock Purchase Agreement)

Allocation:  312,500 shares

Activation Media Partners, LLC

[INVESTORS]
By:	/s/ Russ Silvestri
Name:	Russ Silvestri
Title:	Managing Director

(Signature page to the Common Stock Purchase Agreement)

Allocation:  312,500 shares

LC Opportunity Fund

IROQUOIS MASTER FUND, LTD.
By:	/s/ Joshua Silverman
Name:	Joshua Silverman
Title:	Director

(Signature page to the Common Stock Purchase Agreement)

Allocation:  156,250 shares

Iroquois Master Fund, LTD.

[INVESTORS]
By:	/s/ Peter Bartel
Name:	Bartel
Title:	Pres.

(Signature page to the Common Stock Purchase Agreement)

[INVESTORS]
By:	/s/ Warren Lammert
Name:	Warren Lammert
Title:	Founder

(Signature page to the Common Stock Purchase Agreement)

Allocation:  117,300 shares

Granite Point Capital LP

[INVESTORS]
By:	/s/ Warren Lammert
Name:	Warren Lammert
Title:	Founder

(Signature page to the Common Stock Purchase Agreement)

Allocation:  32,700 shares

Granite Point Capital Master Fund, L.P.

[INVESTORS]
By:	/s/ Robert S. Robbins
Name:	Robert S. Robbins
Title:	CEO

(Signature page to the Common Stock Purchase Agreement)

Connective Capital I Master Fund, Ltd
By:	/s/ Robert Romero
Name:	Robert Romero
Title:	Director

(Signature page to the Common Stock Purchase Agreement)

Allocation:  154,800 shares

Connective Capital I Master Fund

[INVESTORS]
By:	/s/ Douglas A. George
Name:	Douglas A. George
Title:

(Signature page to the Common Stock Purchase Agreement)

Connective Capital II Cayman Master, Ltd
By:	/s/ Robert Romero
Name:	Robert Romero
Title:	Director

(Signature page to the Common Stock Purchase Agreement)

Allocation:  95,200 shares

Connective Capital II Cayman Master Fund, LTD.

Hart Family Irrevocable Trust
By:	/s/ Robert Kramer
Name:	Robert Kramer
Title:	Trustee

(Signature page to the Common Stock Purchase Agreement)

Exhibit A

FORM OF LEGAL OPINION

1.           The Corporation has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware. The Corporation is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction listed on Schedule I hereto.

2.           The Shares have been duly authorized and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Shares are not and will not be subject to the preemptive rights of any holders of any security of the Corporation arising by operation of law or under the Certificate of Incorporation.

3.           The Transaction Documents have each been duly and validly authorized and, when executed and delivered by the Corporation, constitute the valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms.

4.           The execution, delivery and performance of the Transaction Documents and compliance by the Corporation with the terms and provisions thereof, and the issuance and sale of the Shares, do not and will not, with or without the giving of notice or the lapse of time, or both, (a) to our knowledge, result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation pursuant to the terms of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument material to the Corporation and known to us, (b) result in any violation of the provisions of the Certificate of Incorporation or By-laws, or (c) to our knowledge, violate any United States statute or any judgment, order or decree, rule or regulation applicable to the Corporation of any court, United States federal, state or other regulatory authority or other governmental body having jurisdiction over the Corporation, its properties or assets.

5.           To our knowledge, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or threatened against the Corporation.

6.           The Corporation is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Transaction Documents, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended.

7.           The execution and delivery by the Corporation of the Transaction Documents, and the consummation by the Corporation of the transactions contemplated thereby, do not require any approvals from, consents of or filings with any governmental authority under any relevant law, except for approvals, consents and/or filings with the Nasdaq Global Market.

8.           To our knowledge, no holder of any securities of the Corporation or a subsidiary has any rights to have such securities registered under the Securities Act, except for such registration statements as have been filed by the Corporation to date or as otherwise set forth in Schedule 3.15 of the Purchase Agreement or in the Registration Rights Agreement.

9.           Assuming the accuracy of the representations and warranties made by the Purchasers in the Purchase Agreement, no registration under the Securities Act is required in connection with the sale of the Shares to the Purchasers as contemplated by the Transaction Documents.

Exhibit A

1. Douglas A. George

2. Connective Capital I Master Fund, Ltd.

3. Connective Capital II Cayman Master Fund, Ltd.

4. Rvest Partners LP

5. Granite Point Capital LP

6. Granite Point Capital Master Fund, LP

7. Tiburon Opportunity Fund

8. Iroquois Master Fund, LTD

9. Trinad Master Fund Ltd

10. Perry J. Radoff, P.C., Profit Sharing Plan / Perry J. Radoff, Trustee

11. Bradley Louis Radoff

12. L2 Opportunity Fund

13. Activation Media Partners, LLC

14. Federated Kaufmann Small Cap Fund

Registered Holder: Boathorn & Co.

15. AST Federated Aggressive Growth Portfolio, a portfolio of Advanced Series Trust

Registered Holder: Hare & Co.

16. Hart Family Irrevocable Trust

Schedule I

California

New Jersey

New York

Exhibit B

CINEDIGM DIGITAL CINEMA CORP.

COMPLIANCE CERTIFICATE

[_______], 2011

Pursuant to Section 6.1(e) of the Common Stock Purchase Agreement (the “Agreement”), dated as of July 5, 2011, by and among Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”), and the Investors set forth in Schedule A thereto, the undersigned hereby certifies on behalf of the Company as follows:

1.           The undersigned is the Chief Executive Officer, President or Chief Financial Officer of the Company.

2.           The representations and warranties of the Company in Section 3 of the Agreement are true and correct in all material respects as of the date of the Agreement and as of the date hereof as though made as of the date hereof, except to the extent such representations and warranties are made only as of an earlier date, in which case as of such earlier date (in each case, disregarding any standards of materiality contained in such representations and warranties)

3.           The Company has performed or complied in all material respects with all covenants, agreements and conditions contained in the Agreement to be performed or complied with by the Company on or prior to the Closing.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

(signature page follows)

The undersigned signs this certificate as of the date indicated under the title.

CINEDIGM DIGITAL CINEMA CORP.

a Delaware corporation

By:

Name:

Title:

(Signature page to the Compliance Certificate)

Exhibit C

CINEDIGM DIGITAL CINEMA CORP.

SECRETARY’S CERTIFICATE

[_______], 2011

Pursuant to Section 6.1(e) of the Common Stock Purchase Agreement (the “Agreement”), dated as of July 5, 2011, between Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”), and the Investors listed on Schedule A thereto, the undersigned hereby certifies as follows:

1.           The undersigned is the Secretary of the Company.

2.           Attached as Exhibit A is a true and complete copy of the resolutions duly adopted by the board of directors of the Company authorizing the transactions contemplated by the Agreement.  The resolutions (i) were adopted in compliance with the Company’s certificate of incorporation and bylaws, (ii) have not been amended, modified or rescinded since their adoption and (iii) are in full force and effect as of the date hereof.  The resolutions are the only resolutions adopted by the board of directors of the Company pertaining to the authorization of the transactions contemplated by the Agreement.

3.           Attached as Exhibit B is a true and complete copy of the certificate of incorporation of the Company as in effect on the date hereof (the “Certificate”).  No steps have been taken by the board of directors or stockholder of the Company to authorize or effect any amendment or other modification to the Certificate.

4.           Attached as Exhibit C is a true and complete copy of the bylaws of the Company as in effect on the date hereof (the “Bylaws”).  No steps have been taken by the board of directors or stockholders of the Company to authorize or effect any amendment or other modification to the Bylaws, other than as may be contemplated by the Transaction Documents.

5.           Each person who, as an officer of the Company, signed the Agreement or any other document delivered in connection with the Agreement was duly elected or appointed, qualified and acting as an officer of the Company at the respective times of the signing and delivery thereof and was duly authorized to sign each such document on behalf of the Company.  The signature of each such person appearing on each such document is the genuine signature of each such person or a true facsimile thereof.

6.           No action is being taken by the Company for the merger, consolidation, liquidation, dissolution or reorganization of the Company or the sale of all or substantially all of its assets.

All capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

(signature page follows)

The undersigned signs this certificate as of the date indicated under the title.

By:
	Gary S. Loffredo Secretary

The undersigned certifies, on behalf of the Company, as of the date hereof, that (i) Gary S. Loffredo is the duly elected or appointed, qualified and acting Secretary of the Company, and (ii) the signature appearing above is Gary S. Loffredo’s genuine signature or a true facsimile thereof.

CINEDIGM DIGITAL CINEMA CORP.
By:
	Name: Title:

[Signature page to Secretary’s Certificate]

CINEDIGM DIGITAL CINEMA CORP.

DISCLOSURE SCHEDULES

Attached hereto are the Schedules to that certain Common Stock Purchase Agreement, dated as of July 5, 2011 (the “Agreement”), by and among Cinedigm Digital Cinema Corp. (the “Company”) and the Purchasers identified on the signature pages thereto.  Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Agreement.

Each Section referenced in the Schedules is a reference to the corresponding Section in the Agreement, except as otherwise provided herein; provided, however, that the inclusion of any matter in any Schedule shall also be deemed to be an inclusion in any other Schedule to the extent such inclusion is reasonably apparent on its face, including each representation and warranty to which it may relate.  The inclusion of a matter in the Schedules shall expressly not be deemed to constitute an admission by the Company, or otherwise imply, that such matter is material or creates a measure for materiality for the purposes of the Agreement.

Except as expressly set forth herein, nothing in the Schedules shall influence the construction or interpretation of any of the representations and warranties contained in the Agreement.  The headings contained in the Schedules are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Schedules or the Agreement.

Schedule A

Investors

Investor & Address for Correspondence	Subscription Amount	Shares Purchased	Tax ID	Certificate to be sent to:
Douglas A. George 183 Cold Spring Rd. Avon, CT 06001	$200,000.00	125,000
Connective Capital I Master Fund, Ltd. c/o Sidney Chen 385 Homer Avenue Palo Alto, CA 94301	$247,680.00	154,800
Connective Capital II Cayman Master Fund, Ltd. c/o Sidney Chen 385 Homer Ave Palo Alto, CA 94301	$152,320.00	95,200
Rvest Partners LP c/o Robert S. Robbins 525 East 4th St. Chattanooga, TN 37403	$160,000.00	100,000
Granite Point Capital LP c/o Granite Point Capital 222 Berkeley Street, 19th Fl. Boston, MA 02116 Attn: Courtney Lacey	$187,680.00	117,300

Investor & Address for Correspondence	Subscription Amount	Shares Purchased	Tax ID	Certificate to be sent to:
Granite Point Capital Master Fund, LP c/o Granite Point Capital 222 Berkeley Street, 19th Fl. Boston, MA 02116 Attn: Courtney Lacey	$52,320.00	32,700
Tiburon Opportunity Fund c/o Bortel Investment Management, LLC 13313 Point Richmond Beach Rd. NW Gig Harbor, WA 98332	$560,000.00	350,000
Iroquois Master Fund, LTD 641 Lexington Ave, 26th Fl. New York, NY 10022 Attn: Joshua Silverman	$250,000.00	156,250
Trinad Master Fund Ltd c/o Mandalay 4751 Wilshire Blvd, 3rd Fl. Los Angeles, CA 90010 Attn: Robert Ellin	$500,000.00	312,500
Perry J. Radoff, P.C., Profit Sharing Plan / Perry J. Radoff, Trustee 4615 Southwest Freeway, Suite 730 Houston, TX 77027	$640,000.00	400,000
Bradley Louis Radoff 1177 West Loop South, Suite 1625 Houston, TX 77027	$800,000.00	500,000
L2 Opportunity Fund One Ferry Building, Suite 255 San Francisco, CA 94111 Attn: Russ Silvestri	$500,000.00	312,500

Investor & Address for Correspondence	Subscription Amount	Shares Purchased	Tax ID	Certificate to be sent to:
Activation Media Partners, LLC c/o Sam Englebardt 100 Crescent Drive, #250 Beverly Hills, CA 90210	$500,000.00	312,500
Federated Kaufmann Small Cap Fund Registered Holder: Boathorn & Co. 140 E. 45th Street New York, NY 10017	$1,227,200.00	767,000
AST Federated Aggressive Growth Portfolio, a portfolio of Advanced Series Trust Registered Holder: Hare & Co. 140 E. 45th Street New York, NY 10017	$772,800.00	483,000
Hart Family Irrevocable Trust dtd 12/04/06 Trustee: Robert Kramer	$192,000.00	120,000
TOTAL	$6,942,000.00	4,338,750

Schedule 3.3(b)

Capitalization

The Company has reserved for issuance the following shares of its Class A Common Stock:

Shares to be issued pursuant to the following:	Number of Shares Reserved
Class B Common Stock	25,000
Company Stock Plan	5,552,886
McGurk Options	4,500,000
Sageview Warrants	16,000,000

Registration Rights Agreement, dated as of August 11, 2009, by and among the Company and the Sageview Capital Master, L.P., a Delaware limited partnership, pursuant to which the Company granted to Sageview Capital Master, L.P. demand and piggyback rights to have the resale of certain warrants and shares underlying such warrants registered with the Securities and Exchange Commission. The resale of the warrants and the shares underlying such warrants were so registered in September 2010.

Schedule 3.15

Registration and Voting Rights

Registration Rights Agreement, dated as of August 11, 2009, by and among the Company and the Sageview Capital Master, L.P., a Delaware limited partnership.

Schedule 3.16

Brokers and Finders

Compensation to Merriman Capital, LLC in connection with this transaction.

Schedule 5.7

Use of Proceeds

Working capital and general corporate purposes.

EX-10.2

EXHIBIT 10.2

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 7, 2011, by and between Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”) and the investors party to the Purchase Agreement, as hereinafter defined (the “Purchasers”).

This Agreement is made in connection with the Common Stock Purchase Agreement, dated as of the date hereof among the Company and the Purchasers party thereto (the “Purchase Agreement”).

The Company and Purchasers hereby agree as follows:

1.             Definitions.  Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have the respective meanings given such terms in the Purchase Agreement.  As used in this Agreement, the following terms have the respective meanings set forth in this Section 1:

“Advice” has the meaning set forth in Section 6(d).

“Commission Comments”means written comments pertaining solely to Rule 415 which are received by the Company from the Commission to a filed Registration Statement, a copy of which shall have been provided by the Company to the Holders, which either (i) requires the Company to limit the number of Registrable Securities which may be included therein to a number which is less than the number sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude Registrable Securities held by specified Holders or deem such Holders to be underwriters with respect to Registrable Securities they seek to include in such Registration Statement.

“Cut Back Shares” has the meaning set forth in Section 2(b).

“Delay Period” has the meaning set forth in Section 2(e).

“Effective Date” means, as to a Registration Statement, the date on which such Registration Statement is first declared effective by the Commission.

“Effectiveness Date” means, the earlier of: (i) the 90th day following the Closing Date; and (ii) the third Trading Day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments;

“Effectiveness Period” means, as to any Registration Statement required to be filed pursuant to this Agreement, the period commencing on the Effective Date of such Registration Statement and ending on the earliest to occur of (a) the second anniversary of such Effective Date, or (b) such time as all of the Registrable Securities covered by such Registration

Statement have been sold (either pursuant to a Registration Statement or otherwise) by the Holders of the Registrable Securities included therein.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Filing Date” means the 30th day following the Closing Date.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time, of Registrable Securities.

“Indemnified Party” has the meaning set forth in Section 5(c).

“Indemnifying Party” has the meaning set forth in Section 5(c).

“Losses” has the meaning set forth in Section 5(a).

“New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.

“Pending Developments” has the meaning set forth in Section 2(e).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means: (i) the Shares and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events with respect to any of the securities referenced in (i) above.

“Registration Statement” means the registration statements required to be filed in accordance with Section 2 and any additional registration statements required to be filed under this Agreement, including in each case the Prospectus, amendments and supplements to such registration statements or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference therein.

“Restriction Termination Date” has the meaning set forth in Section 2(b).

2

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC Restrictions” has the meaning set forth in Section 2(b).

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means the shares of the Company’s Class A Common Stock, par value $0.001 per share, issued or issuable to the Purchasers pursuant to the Purchase Agreement.

“Trading Day” means a day on which the Nasdaq Global Market is open for trading.

2.             Registration.

(a)           On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement on Form S-3 covering the resale of the Shares if the Company is then eligible to utilize such Form (or on such other form appropriate for such purpose) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor.  Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A.  The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period.  By 5:00 p.m. (New York City time) on the business day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).  The Company hereby represents and warrants to the Purchasers that as of the date hereof the Company is eligible to use Form S-3 for the resale registration of the Registrable Securities.

(b)           If for any reason other than due solely to SEC Restrictions (as hereinafter defined), a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered

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Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415.  Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securitiesfor as many Holders as possible to be included in the Registration Statement, without characterizing any Holder as an underwriter (and in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (collectively, the “SEC Restrictions”).  Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(b) shall be allocated first (i) among any securities of the Company to be included in such Registration Statement pursuant to Section 6(b) and second (ii) among the Registrable Securities of the Holders on a pro rata basis.  No liquidated damages under Section 2(c) shall accrue on or as to any Cut Back Shares, and the required Effectiveness Date for such Registration Statement will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”).  From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be declared effective by the Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities The Company shall use its reasonable best efforts at the first opportunity that is permitted by the Commission to register for resale the Cut Back Shares.  If all excluded Registrable Shares cannot be registered on an additional Registration Statement, then the Company will be obligated to file another additional Registration Statement as soon as is permitted by the Commission to cover as many additional excluded Registrable Shares as possible, although the Company will not be obligated to file any more than five additional Registration Statements for excluded Registrable Shares.

(c)           If: (i) a Registration Statement is not filed on or prior to the Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), (ii) a Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date or if by the business day immediately following the Effective Date, the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, a Registration

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Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the Effectiveness Period for more than an aggregate of 20 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate amount paid by such Holder for Shares pursuant to the Purchase Agreement (the “Investment Amount”).  The parties agree that in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period and the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement.  The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event (except in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period.

(d)           Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”).  The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).

(e)           Notwithstanding Section 2(a) hereof, the Company may, on no more than one occasion, delay or suspend the effectiveness of the Registration Statement for up to 30 days (a “Delay Period”) if the board of directors of the Company determines in good faith that (i) effectiveness of the Registration Statement must be suspended in accordance with the rules and regulations under the Securities Act or that (ii) the disclosure of material non-public information (“Pending Developments”) at such time would be detrimental to the Company and its subsidiaries, taken as a whole; provided that if a Delay Period occurs, the period during which the Registration Statement shall be required to remain effective pursuant to this Section 2 shall be extended by the term of the Delay Period.  Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to ensure that the Registration Statement is declared effective and its permitted use is resumed following a Delay Period as promptly as practicable.  Unless disclosure of the Pending Development is required to be made by a Holder by law, the existence of a Pending Development shall remain confidential to the Holders until the Pending Development is, or becomes, readily available to the public other than through a breach of the obligations set forth herein.  Notwithstanding this Section 2(e), the Holders make no representation or acknowledgement that any Public Development is material under the Securities Act.

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3.             Registration Procedures.

In connection with the Company's registration obligations hereunder, the Company shall:

(a)           Not less than four Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall furnish to each Holder copies of the “Selling Stockholders” section of such document, the “Plan of Distribution” and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as proposed to be filed, which documents will be subject to the review of such Holder.  The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which the “Selling Stockholder” section thereof differs from the disclosure received from a Holder in its Selling Holder Questionnaire (as amended or supplemented).  The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which it (i) characterizes any Holder as an underwriter, (ii) excludes a particular Holder due to such Holder refusing to be named as an underwriter, or (iii) reduces the number of Registrable Securities being registered on behalf of a Holder except pursuant to, in the case of subsection (iii), the Commission Comments, without, in each case, such Holder’s express written authorization.

(b)           (i)  Prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that would not result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statement(s) and the disposition of all Registrable Securities covered by each Registration Statement.

(c)           Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing and, in the case of (v) below, not less than three Trading Days prior to the financial statements in any Registration Statement becoming ineligible for inclusion therein) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as a Selling

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Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)           Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)           Furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished) promptly after the filing of such documents with the Commission.

(f)           Promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request.  The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(g)           Prior to any public offering of Registrable Securities, register or qualify such Registrable Securities for offer and sale under the securities or Blue Sky laws of all jurisdictions within the United States as any Holder may request, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement(s).

(h)           Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement(s), which certificates shall be free, to the extent permitted by the

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Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(i)           Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.             Registration Expenses.  All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.  The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.  In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.

5.             Indemnification.

(a)           Indemnification by the Company.  The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, investment advisors, partners, members, stockholders and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents, partners, members, stockholders and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case

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of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected.  The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

(b)           Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or  defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected.  In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)           Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified

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 Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

(d)           Contribution.  If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in

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question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.

6.             Miscellaneous.

(a)           Remedies.  In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)           Compliance.  Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c)           Subsequent Registration Rights. Until such time as the initial Registration Statement required hereunder is declared effective by the Commission registering all Shares thereunder (the “Registration Date”), the Company shall not enter into any agreement granting any registration rights that would require any filing of a registration statement prior to the Registration Date with respect to any of its securities to any Person without the written consent of Holders representing no less than two-thirds of the then outstanding Registrable Securities;

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provided, that this Section 6(c) shall not prohibit the Company from fulfilling its obligations under any other registration rights agreements existing as of the date hereof.

(d)           Priority on Registration.  The Company shall not include in any Registration Statement any securities which are not Registrable Securities without the prior written consent of holders of a majority of the Registrable Securities that are included in such Registration Statement.  If a Registration Statement is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

(e)           Discontinued Disposition.  Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.  The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

(f)           Piggy-Back Registrations.  If at any time during the Effectiveness Period  there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, then the Company shall send to each Holder written notice of such determination and, if within fifteen calendar days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights.

(g)           Amendments and Waivers.  The provisions of this Agreement, including the provisions of this Section 6(e), may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders holding at least 67% in interest of the then outstanding Registrable Securities.  Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of certain Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities to which such waiver or consent relates; provided, further that no amendment or waiver to any provision of this

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Agreement relating to naming any Holder or requiring the naming of any Holder as an underwriter may be effected in any manner without such Holder’s prior written consent.  Sections 2(a)-(d) may not be amended or waived except by written consent of each Holder affected by such amendment or waiver.

(h)           Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as set forth on the signature pages attached hereto.

(i)           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder.  The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder.  Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

(j)           Execution and Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(k)           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) will be commenced in the New York Courts.  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum.  Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any

13

manner permitted by law.  Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

(l)             Cumulative Remedies.  The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(m)           Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(n)           Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(o)           Independent Nature of Purchasers' Obligations and Rights.  The obligations of each Purchaser under this Agreement are several and not joint with the obligations of each other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement.  Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any other Transaction Document.  Each Purchaser acknowledges that no other Purchaser will be acting as agent of such Purchaser in enforcing its rights under this Agreement.  Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.  The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES TO FOLLOW]

14

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

CINEDIGM DIGITAL CINEMA CORPORATION
By:	/s/ Gary S. Loffredo
	Name:  Gary S. Loffredo
	Title:  SVP
ADDRESS FOR NOTICE
	55 Madison Avenue, Suite 300 Morristown, NJ 07960 Attention : General Counsel

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES OF HOLDERS TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

AST Federated Aggressive Growth Portfolio, a portfolio of Advanced Series Trust.
By:	/s/ Aash M. Shah
	Name:  Aash Shah
	Title:  Vice President, Federated Global Investment Mgmt,
	as attorney-in-fact.
ADDRESS FOR NOTICE
c/o:	Federated Investors
Street:		140 East 45th St.
City/State/Zip:				NY, NY  10017
Attention:			Christine Zorovich
Tel:	212-922-2999
Fax:	212-661-0501
Email:		czorovich@federatedinv.com

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

Federated Kaufmann Small Cap Fund, a portfolio of Federated Equity Funds
By:	/s/ Aash M. Shah
	Name:  Aash Shah
	Title:  Vice President, Federated Global Investment Mgmt,
	as attorney-in-fact.
ADDRESS FOR NOTICE
c/o:	Federated Investors
Street:		140 East 45th St.
City/State/Zip:				NY, NY  10017
Attention:			Christine Zorovich
Tel:	212-922-2999
Fax:	212-661-0501
Email:		czorovich@federatedinv.com

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING INDIVIDUAL
Bradley Louis Radoff
By:	/s/ Bradley Louis Radoff
	Name:
	Title:
ADDRESS FOR NOTICE
c/o:
Street:		1177 West Loop South, Ste. 1625
City/State/Zip:				Houston, TX  77027
Attention:			Bradley Louis Radoff
Tel:	713-482-2191
Fax:	832-202-0207
Email:		brad@fondrenlp.com

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Connective Capital II Cayman Master, Ltd
By:	/s/ Robert Romero
	Name:  Robert Romero
	Title:  Director
ADDRESS FOR NOTICE
c/o:	Sidney Chen
Street:		385 Homer Ave
City/State/Zip:				Palo Alto, CA  94301
Attention:			Sidney Chen
Tel:	650-321-4826
Fax:	650-618-0385
Email:		info@connectcap.com

16

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Connective Capital I Master Fund, Ltd
By:	/s/ Robert Romero
	Name:  Robert Romero
	Title:  Director
ADDRESS FOR NOTICE
c/o:	Sidney Chen
Street:		385 Homer Ave
City/State/Zip:				Palo Alto, CA  94301
Attention:			Sidney Chen
Tel:	650-321-4826
Fax:	650-618-0385
Email:		info@connectcap.com

16

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Douglas A. George
By:	/s/ Douglas A. George
	Name:  Douglas A. George
	Title:
ADDRESS FOR NOTICE
c/o:
Street:		183 Cold Spring Rd.
City/State/Zip:				Avon, CT  06001
Attention:			Doug George
Tel:	860-490-5315
Fax:
Email:		doug-george1@comcast.net

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
RVEST PARTNERS LP
By:	/s/ Robert S. Robbins
	Name:  Robert S. Robbins
	Title:  CEO
ADDRESS FOR NOTICE
c/o:	ROBERT S. ROBBINS
Street:		525 East 4th St.
City/State/Zip:			Chattanooga, TN  37403
Attention:
Tel:	423 785-9499
Fax:	423 634-5145
Email:		bobrobbins@mindspring.com

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Granite Point Capital Master Fund, LP
By:	/s/ Warren Lammert
	Name:  Warren Lammert
	Title:  Founder
ADDRESS FOR NOTICE
c/o:	Granite Point Capital
Street:		222 Berkeley Street, 19th Floor
City/State/Zip:				Boston, MA  02116
Attention:			Courtney Lacey
Tel:	617-587-7500
Fax:	617-587-7501
Email:		courtney@grantiepoint.com

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Granite Point Capital, LP
By:	/s/ Warren Lammert
	Name:  Warren Lammert
	Title:  Founder
ADDRESS FOR NOTICE
c/o:	Granite Point Capital
Street:		222 Berkeley Street, 19th Floor
City/State/Zip:				Boston, MA  02116
Attention:			Courtney Lacey
Tel:	617-587-7500
Fax:	617-587-7501
Email:		courtney@grantiepoint.com

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Tiburon Opportunity Fund
By:	/s/ Peter Bartel
	Name:
	Title:  Pres.
ADDRESS FOR NOTICE
c/o:	Bortel Investment Management, LLC
Street:		13313 Point Richmond Beach Rd. NW
City/State/Zip:			Gig Harbor, WA  98332
Attention:
Tel:
Fax:
Email:

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Iroquois Master Fund, LTD
By:	/s/ Joshua Silverman
	Name:
	Title:  Director
ADDRESS FOR NOTICE
c/o:	Iroquois Master Fund, LTD
Street:		641 Lexington Ave. 26th Floor
City/State/Zip:
Attention:			Joshua Silverman
Tel:	212-974-3070
Fax:	212-3452
Email:		JSilverman@icfund.com

16

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
L2 Opportunity Fund
By:	/s/
	Name:
	Title:  Pres.
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:		San Francisco, CA  94111
Attention:
Tel:
Fax:
Email:

16

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Activation Media Partners, LLC
By:	/s/ Samuel Englebardt
	Name:  Samuel Englebardt
	Title:  Member and Managing Director
ADDRESS FOR NOTICE
c/o:	Sam Englebardt
Street:		100 N. Crescent Dr #250
City/State/Zip:				Beverly Hills, CA  90210
Attention:			Sam Englebardt
Tel:	310.385.420 (w)/310.800.0539 (c)
Fax:	310.385.4004
Email:		sam@lambertmediagroup.com

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Perry J. Radoff, P.C. Profit Sharing Plan
By:	/s/ Perry J. Radoff, Trustee
	Name:  Perry J. Radoff
	Title:  Trustee
ADDRESS FOR NOTICE
c/o:
Street:		4615 Southwest Freeway, Suite 730
City/State/Zip:				Houston, TX  77027
Attention:			Perry J. Radoff
Tel:	(717) 629-0670
Fax:	(832) 448-9250
Email:		pradoff@suite11790.com

Please send certificates to:

 Merriman Capital, Inc.

 600 California St., 9th Floor

 San Francisco, CA 94108

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Trinad Masterfund
By:	/s/ Robert Ellin
	Name:  Robert Ellin
	Title:  Portfolio Manager
ADDRESS FOR NOTICE
c/o:
Street:		4751 Wilshire Blvd, 3rd Fl.
City/State/Zip:			Los Angeles, CA  90010
Attention:
Tel:	(310) 601-2500
Fax:	(310) 601-2510
Email:		rellin@trinadcapital.com

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY
Hart Family Irrevocable Trust dtd 12/04/2006
By:	/s/ Robert Kramer
	Name:  Robert Kramer
	Title:  Trustee
ADDRESS FOR NOTICE
c/o:	Next Capital Management LLC
Street:		505 Fifth Ave Ste 1502
City/State/Zip:				New York, NY  10017
Attention:			Andrew Hart
Tel:	212-435-1111
Fax:	646-607-5253
Email:		ahar@nex@nextcapitalmgmt.com

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Annex A

Plan of Distribution

The Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions.  These sales may be at fixed or negotiated prices.  The Selling Stockholders may use any one or more of the following methods when selling shares:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• to cover short sales made after the date that this Registration Statement is declared effective by the Commission;

• broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the Purchasers of shares, from the Purchasers) in amounts to be negotiated.  The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

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Upon the Company being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of Common Stock were sold, (iv)the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.  In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the Selling Stockholder and/or the Purchasers.  Each Selling Stockholder has represented and warranted to the Company that it acquired the securities subject to this Registration Statement in the ordinary course of such Selling Stockholder’s business and, at the time of its purchase of such securities such Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

The Company has advised each Selling Stockholder that it may not use shares registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission.  If a Selling Stockholder uses this prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery requirements of the Securities Act.  The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such Selling Stockholders in connection with resales of their respective shares under this Registration Statement.

The Company is required to pay all fees and expenses incident to the registration of the shares, but the Company will not receive any proceeds from the sale of the Common Stock.  The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

18

Annex B

CINEDIGM DIGITAL CINEMA CORPORATION

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “Common Stock”), of Cinedigm Digital Cinema Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of [_____] 2011 (the “Registration Rights Agreement”), among the Company and the Purchasers named therein.  A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.  All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.	Name.
	(a)	Full Legal Name of Selling Securityholder
	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2.	Address for Notices to Selling Securityholder:
Telephone:

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Fax:  _________________________________________________________                                                                                                                                      

Contact Person: ________________________________________________                                                                                                                                       

3.	Beneficial Ownership of Registrable Securities:
	Type and Principal Amount of Registrable Securities beneficially owned:

4.	Broker-Dealer Status:
	(a)	Are you a broker-dealer?
		Yes   ¨                    No   ¨
	Note:	If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	(b)	Are you an affiliate of a broker-dealer?
		Yes   ¨                    No   ¨
	(c)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
		Yes   ¨                    No   ¨
	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.
	Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.
	Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

20

6.	Relationships with the Company:
	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	State any exceptions here:

7.    The Company has advised each Selling Stockholder that it may not use shares registered on the Registration Statement to cover short sales of Common Stock made prior to the date on which the Registration Statement is declared effective by the Commission, in accordance with 1997 Securities and Exchange Commission Manual of Publicly Available Telephone Interpretations Section A.65.  If a Selling Stockholder uses the prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery requirements of the Securities Act.  The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such Selling Stockholders in connection with resales of their respective shares under the Registration Statement.

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the Effective Date for the Registration Statement.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus.  The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:        Beneficial Owner:

By:
	Name:
	Title:

21

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

[           ]

22

EX-99.1

EXHIBIT 99.1

CINEDIGM DIGITAL CINEMA CORPORATION ANNOUNCES CLOSE TO SEVEN MILLION DOLLAR PRIVATE PLACEMENT

Morristown, N.J. and Los Angeles, CA, July 6, 2011—Cinedigm Digital Cinema Corp. (NADSAQ: CIDM), the global leader in the digital cinema industry, today announced that it has entered into a definitive securities purchase agreement with accredited investors, for the issuance and sale in a private placement transaction of 4,338,750 shares of Class A common stock at a purchase price of $1.60 per share. The Company thus expects to receive gross proceeds from the offering of approximately $6.9 million, before deducting estimated offering expenses.

In connection with the transaction, Cinedigm agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares issued at closing within 30 days of the closing.

Merriman Capital, Inc. acted as the exclusive placement agent for this transaction.

The Company intends to use the funds for general working capital purposes and strategic opportunities.

“We are gratified with the confidence and support of the investment community as evidenced by this private placement,” commented Chris McGurk, Chairman and CEO of Cinedigm.

“This is a very exciting time for Cinedigm,” Mr. McGurk continued.  “Having recently completed the best year in the Company’s history, our management team is focused on executing our strategic growth plan as we capitalize on the significant opportunities created by the accelerating digital cinema conversion activity.”

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of the securities in any jurisdiction in which such offering would be unlawful. The securities offered will not be or have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Cinedigm

Cinedigm is a leader in providing the services, experience, technology and content critical to transforming movie theatres into digital and networked entertainment centers. The Company partners with Hollywood movie studios, independent movie distributors, and exhibitors to bring movies in digital cinema format to audiences across the country. Cinedigm's digital cinema deployment organization, software, satellite and hard drive digital movie delivery network; pre-show in-theatre advertising services; and marketing and distribution platform for alternative content such as CineLive(R) 3D and 2D sports and concerts, thematic programming and independent movies is a cornerstone of the digital cinema transformation. Cinedigm(TM) and Cinedigm Digital Cinema Corp. (TM) are trademarks of Cinedigm Digital Cinema Corp www.cinedigm.com [CIDM-G].

Safe Harbor Statement

Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cinedigm officials during presentations about Cinedigm, along with Cinedigm's filings with the Securities and Exchange Commission, including Cinedigm's registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates," "intends," "plans," "could," "might," "believes," "seeks," "estimates" or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cinedigm's management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties and assumptions about Cinedigm, its technology, economic and market factors and the industries in which Cinedigm does business, among other things. These statements are not guarantees of future performance and Cinedigm undertakes no specific obligation or intention to update these statements after the date of this release.

Investor Relations:

David Walke

646.728.2298

davidwalke1@gmail.com