Copyright Security Agreement dated as of April 8, 2025 by and among East West Bank, Cineverse Corp. and the Guarantors party thereto
Exhbit 4.2
COPYRIGHT SECURITY AGREEMENT
As of April 8, 2025
WHEREAS, Cineverse Corp., a Delaware corporation (f/k/a Cinedigm Corp.) (“Borrower”) and the Guarantors referred to in the Loan Agreement (as defined below) (collectively, the “Grantors”, and individually, each a “Grantor”) now own or hold or may hereafter acquire or hold certain copyrights and rights under copyright with respect to television product (including movies of the week, mini-series and series and any episode thereof), motion picture or other audiovisual product, in any case whether recorded on film, videotape, cassette, cartridge, disc or on or by any other means, method, process or device whether now known or hereafter developed, including, without limitation, those listed on Schedule 1 hereto (each of the foregoing items, including, without limitation, the scenario, screenplay, teleplay or script upon which such product is based, and all of the properties thereof, tangible and intangible, collectively referred to herein as the “Pictures” and each item individually as a “Picture”) as such Schedule may be amended from time to time by the addition of copyrights subsequently arising or acquired;
WHEREAS, pursuant to that certain Second Amended and Restated Loan, Guaranty and Security Agreement dated as of even date herewith (as the same may be amended, supplemented or otherwise modified, renewed, restated or replaced from time to time, the “Loan Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement), among Borrower, the Guarantors referred to therein and East West Bank (“Bank”), Bank has agreed to make Credit Extensions and extend other financial accommodations to Borrower; and
WHEREAS, pursuant to the terms of the Loan Agreement, each Grantor has granted to Bank a security interest in all of such Grantor’s personal property, tangible and intangible, wherever located or situated and whether now owned, currently existing or hereafter acquired or created as further provided in the Loan Agreement and herein.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor does hereby grant to Bank, as security for the payment and performance of the Obligations, a security interest in all personal property of such Grantor whether presently existing or hereafter created or acquired, and wherever located, including but limited to the following (collectively, the “Collateral”):
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provided, that the Collateral shall in no event include the Excluded Accounts.
Each of the Grantors agrees that if any Person shall do or perform any act(s) which Bank reasonably believes constitute(s) a copyright infringement of any of the literary, dramatic or musical material contained in any Picture or upon which any Picture is based, or constitute(s) a plagiarism of any of the foregoing, or violate(s) or infringe(s) any right of any Grantor or Bank in any of the foregoing, or if any Person shall do or perform any act(s) which Bank reasonably believes constitute(s) an unauthorized or unlawful distribution, exhibition, or use thereof, then and in any such event, upon thirty (30) days’ prior written notice to the Grantors (or if an Event of Default is at the time continuing, then without notice), Bank may and shall have the right to take such steps and institute such suits or proceedings as Bank may reasonably deem advisable or
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necessary to prevent such act(s) and/or conduct and to secure damages and other relief by reason thereof, and to generally take such steps as may be reasonably advisable or necessary or proper for the full protection of the rights of the parties. Bank may take such steps or institute such suits or proceedings in its own name or in the name of any of the Grantors or in the names of the parties jointly. Bank hereby agrees to give the Grantors notice of any steps taken or any suits or proceedings instituted by Bank pursuant to this paragraph and the Grantors agree to assist Bank with any steps taken, or any suits or proceedings instituted by Bank pursuant to this paragraph at the Grantors’ sole expense.
The security interest granted to Bank hereunder is granted in conjunction with the security interests granted to Bank pursuant to the Loan Agreement. Each Grantor and Bank hereby further acknowledges and affirms that the rights and remedies of Bank with respect to the security interest made and granted hereby are subject to, and more fully set forth in, the Loan Agreement and are subject to the limitations set forth in the Loan Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.
This Copyright Security Agreement is made for collateral purposes only. At such time as Bank’s commitment to make Credit Extensions under the Loan Agreement have terminated and all Obligations have been paid in full and performed, Bank shall execute and deliver to the applicable Grantors, at the Grantors’ request and sole expense without representation, warranty or recourse, all releases and reassignments, termination statements and other instruments as may be necessary or proper to terminate the security interest of Bank in the Collateral, subject to any disposition thereof which may have been made by Bank pursuant to the terms hereof or of the Loan Agreement.
THIS COPYRIGHT SECURITY AGREEMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
This Copyright Security Agreement, and any modifications or amendments hereto may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original for all purposes, but all such counterparts taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Copyright Security Agreement by facsimile or transmitted electronically in a Tagged Image Format File (“TIFF”), Portable Document Format (“PDF”) or other electronic format sent by electronic mail shall be effective as delivery of a manually executed counterpart of this Copyright Security Agreement. This Copyright Security Agreement shall become effective when it shall have been executed by each party hereto. Any party delivering an executed counterpart of this Copyright Security Agreement by facsimile or by email shall also deliver a manually executed counterpart of this Copyright Security Agreement, but failure to do so shall not affect the validity, enforceability or binding effect of this Copyright Security Agreement, and the parties hereby waive any right they may have to object to said treatment.
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All notices and other communications provided under this Copyright Security Agreement shall be delivered in such form, manner and address as provided in Section 13 of the Loan Agreement.
Any provision of this Copyright Security Agreement which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof, and any such invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
No amendment, modification, rescission, waiver or release of any provision of this Copyright Security Agreement, and no consent to any departure therefrom, shall in any event be effective unless signed by Bank (whose signature shall be delivered only in accordance with the applicable provisions of the Loan Agreement) and the Grantors. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.
This Copyright Security Agreement shall bind and inure to the benefit of the parties hereto and their successors and permitted assigns (as determined pursuant to the Loan Agreement), but neither this Copyright Security Agreement nor any of the rights or interests hereunder shall be assigned by the Grantors (including their respective successors and permitted assigns) without the prior written consent of Bank (which shall be provided only in accordance with the applicable provisions of the Loan Agreement), and any attempted assignment without such consent shall be null and void.
If any conflict or inconsistency exists between this Copyright Security Agreement and the Loan Agreement, the Loan Agreement shall govern.
[Signature Page Follows]
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IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be duly executed by its duly authorized signatory as of the date first set forth above.
| GRANTORS: CINEVERSE CORP. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: President, Chief Operating Officer, General Counsel and Secretary |
| CINEVERSE ENTERTAINMENT CORP. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Senior Vice President & Secretary |
| CINEVERSE ENTERTAINMENT HOLDINGS, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Secretary |
[Signature Page to Copyright Security Agreement
| ACCESS DIGITAL MEDIA, INC. By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: President |
| ASIAN MEDIA RIGHTS LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Chief Operating Officer, General Counsel |
| BLOODY DISGUSTING ACQUISITION LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Chief Operating Officer and Secretary |
| VIEWSTER, LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Chief Operating Officer
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[Signature Page to Copyright Security Agreement
| CINEDIGM INDIA PRIVATE LIMITED By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Authorized Person CINEVERSE TERRIFIER LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Authorized Person CINEVERSE MATCHPOINT LLC By: /s/ Gary S. Loffredo Name: Gary S. Loffredo Title: Chief Legal Officer
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[Signature Page to Copyright Security Agreement
ACCEPTED:
EAST WEST BANK
By: /s/ David Acosta
Name: David Acosta
Title: Managing Director
[Signature Page to Copyright Security Agreement
SCHEDULE 1
Title | Cineverse Party |
2nd Chance for Christmas (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment, Corporation |
4G0T10 (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
A brave heart: the Lizzie Velasquez story (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment, Corporation |
Acceleration (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment, Corporation |
Afternoon delight (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment, Corporation |
Amateur Night & 1 other (Certificate of Recordation - Copyright Assignment | Party 2: Cinedigm Entertainment, Corporation |
American Violence & 1 other (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
A New Christmas (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Ant boy (Certificate of Recordation) | Party 2: Cinedigm Home Entertainment LLC |
Arthur Newman: a.k.a. The other you, a.k.a. Arthur Newman Golf Pro (Certificate of Recordation) | Party 2: Cinedigm Digital Cinema Corporation. |
Bunyan & Babe (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Class rank (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation. |
Dark house (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation. |
Dear dictator : f.k.a. Coup D’ etat (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation. |
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The dog (Certificate of Recordation – Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
English teacher (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Group. |
Extraordinary tales (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Group. |
The Falling (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Full of grace (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Gangster Land (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
A Genius leaves the hood & 001 A Genius leaves the hood. 002 Gunland. 03 The swirl. 04 Black church. 05 Bottom ups. 06 72%. 07 When the check stop coming in. 008 Bossip comedy series 1. 009 Bossip comedy series 2. 010 Bleaching black culture. 011 Knifed up. 12 Hating Obama. 13 Side piece. 14 Pop life (formerly Molly) | Party 2: Cinedigm Entertainment Corporation |
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15 Father forgive him (formerly Eddie Long) 016 Dumb it down. 017 Where is the love. (Copyright Assignment) |
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A girl like her (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
God’s Club (Certificate of Recordation – Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Hickok (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
In our nature (Certificate of Recordation - Copyright Assignment) | Party 2: New Video Group, Inc., a wholly owned subsidiary of Cinedigm Digital Cinema Corporation. |
Kindness Is Contagious (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Home Entertainment LLC |
Kill Game (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Like water (Certificates of Recordation) | Party 2: Vistachiara Productions, Inc. |
Madness in the method (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Meadowland (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Mission of Honor & 001 Mission of honor : f.k.a. Hurricane (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
My Daddy’s in Heaven & a.k.a. My Daddy Is In Heaven (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Narco Cultura (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
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Night moves (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Nutcracker Sweet (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Open windows (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
The opposite sex (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Paper angels (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Paranormal Island (Certificate of Recordation – Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Penguin King (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Punk’s dead: SLC punk 2 (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Prey (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Savva: heart of the warrior & Savva: heart of the warrior : a.k.a. Hero quest (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Silencer (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Song one (Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation & Film Arcade, LLC |
Spy Intervention (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Stagecoach: the Texas Jack story (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Sunrise in Heaven and Sunrise in Heaven: a.k.a. In God’s Hands (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
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Swell (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Traded (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
The ultimate gift & 001 The ultimate gift. 002 The ultimate life. 003 The ultimate legacy. (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
Visitors (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
War pigs (Certificate of Recordation - Copyright Assignment) | Party 2: Cinedigm Entertainment Corporation |
[End of Schedule 1]
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