Trademark Security Agreement dated as of March 30, 2018 by and between the Company and East West Bank

Contract Categories: Business Finance - Security Agreements
EX-4.1 2 tv489953_ex4-1.htm EXHIBIT 4.1

 

Exhibit 4.1

 

TRADEMARK SECURITY AGREEMENT

 

This TRADEMARK SECURITY AGREEMENT (this “Agreement”) is dated as of March 30, 2018, and is between CINEDIGM CORP., a Delaware corporation (the “Grantor”) and East West Bank (the “Bank”).

 

WITNESSETH:

 

WHEREAS pursuant to the terms of that certain Loan, Guaranty and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Grantor, as borrower, the other parties from time to time party thereto (collectively, the “Loan Parties”) and the Bank, the Bank has agreed to extend credit and make certain financial accommodations to the Loan Parties;

 

WHEREAS the Loan Parties contemplate and intend that the Bank shall have all rights of a secured party in and to the Trademark Collateral and any proceeds thereof, including, without limitation, if an Event of Default (as defined in the Loan Agreement) shall occur and be continuing, the right to exercise its remedies under the Loan Agreement in connection with all of the Grantor’s right, title and interest in the Trademark Collateral; and

 

WHEREAS pursuant to the Loan Agreement, the Grantor is required to execute and deliver this Agreement.

 

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Grantor agrees as follows:

 

Section 1.Defined Terms

 

Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

 

Section 2.Grant of Security Interest in Trademarks

 

The Grantor hereby grants to the Bank a security interest in all of its right, title and interest in, to and under the Trademarks, including the Trademarks listed in Schedule A, in each case whether now owned or hereafter acquired (collectively, the “Trademark Collateral”).

 

Section 3.Security for Obligations

 

This Agreement secures, and the Trademark Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of all Secured Obligations.

 

Section 4.Security Agreement

 

The security interests granted pursuant to this Agreement are granted in conjunction with the security interests granted to the Bank pursuant to the Loan Agreement, and the Grantor hereby acknowledges and affirms that the rights and remedies of the Bank with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Loan Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any irreconcilable conflict between the terms of this Agreement and the terms of the Loan Agreement, the terms of the Loan Agreement shall control.

 

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Section 5.Recordation

 

The Grantor hereby authorizes and requests that the Commissioner for Trademarks and any other applicable United States government officer record this Agreement.

 

Section 6.Miscellaneous

 

This Agreement shall be governed by, and construed in accordance with the laws of the State of California.

 

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.

 

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IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the date first set forth above.

 

  GRANTOR:
   
  CINEDIGM CORP.

 

  By: /s/ Gary S. Loffredo
    Name: Gary S. Loffredo
    Title: Executive Vice President – Business Affairs, General Counsel and Secretary

 

(Signature Page to Trademark Security Agreement)

 

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  BANK:
   
  EAST WEST BANK

 

  By: /s/ Everardo Gomez
    Name: Everardo gomez
    Title: FVP

 

(Signature Page to Trademark Security Agreement)

 

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SCHEDULE a

TRADEMARK SECURITY AGREEMENT

TRADEMARKS:

 

Mark/Name   App. No./Reg.
No.
  App. Date   Reg. Date   Owner/Designations   Full Goods/Services   Status/Status Date
                         

C and Design

 

 

 

SN: 85923267

 

 

May 3, 2013

 

 

 

 

  Cinedigm Corp.
(Delaware Corp.)
  (Int'l Class: 38)
audio, video and multimedia broadcasting via the internet and other communications networks; webcasting services; transmission of messages, data and content via the internet and other communications networks; providing online forums and chat rooms for the transmission of messages, comments and multimedia content among users in the field of general interest via the internet and other communications networks; transmission of electronic media, multimedia content, videos, movies, pictures, images, text, photos, user-generated content, audio content, and information via the internet and other communications networks; streaming of audiovisual and multimedia content via the internet; transmission and delivery of audiovisual and multimedia content via the internet; video-on-demand transmission services
 

Allowed - Intent to Use 5th Extension of Time Granted
June 7, 2016

 

                         

C and Design

 

 

SN: 85923230

 

 

May 3, 2013

 

 

 

 

  Cinedigm Corp.
(Delaware Corp.)
  (Int'l Class: 09)
pre-recorded cds and dvds featuring drama, comedy, action and adventure movies and music; pre-recorded cinematographic film, video cassettes and video discs featuring entertainment in the nature of motion picture productions; computer software in the field of entertainment for the purpose of managing data content and movie files and to assist in the transmission and display of digital content
 

Allowed - Intent to Use 5th Extension of Time Granted
May 27, 2016

 

 

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Mark/Name   App. No./Reg.
No.
  App. Date   Reg. Date   Owner/Designations   Full Goods/Services   Status/Status Date

C and Design

 

 

SN: 85923296

 

 

May 3, 2013

 

 

 

 

 

Cinedigm Corp.
(Delaware Corp.)

 

  (Int'l Class: 42)
providing managed technical services, namely, monitoring the telecommunications, digital projection, and computer systems of others for technical purposes and providing back-up computer programs and facilities; providing a website featuring non-downloadable software that enables a community of users to post, search, watch, share, critique, rate, and comment on, videos and other multimedia content via the internet and other communications networks; design and development of computer software
 

Allowed - Intent to Use 5th Extension of Time Granted
June 7, 2016

 

                         

C and Design

 

 

SN: 85923280

 

 

May 3, 2013

 

 

 

 

  Cinedigm Corp.
(Delaware Corp.)
  (Int'l Class: 39)
storage of electronic media, namely, images, text and audio data
  Allowed - Intent to Use 5th Extension of Time Granted
June 7, 2016
                         

CINEDIGM and Design

 

 

 

RN: 3934877
SN: 77626690

 

 

December 4, 2008

 

 

March 22, 2011

 

 

Cinedigm Corp.
(Delaware Corp.)

  (Int'l Class: 39)
storage of electronic media, namely, images, text and audio data
(Int'l Class: 41)
entertainment services, namely, distribution of motion pictures, sporting events, television programming, television short segments featuring news and information about sports, cartoons, concerts, and plays by satellite, telephone lines, cable, fiber optics, and the internet; leasing of digital cinema projection systems
(Int'l Class: 42)
providing managed technical services, namely, monitoring the telecommunications, digital projection, and computer systems of others for technical purposes and providing back-up computer programs and facilities
 

Registered
March 22, 2011

 

 

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Mark/Name   App. No./Reg.
No.
  App. Date   Reg. Date   Owner/Designations   Full Goods/Services   Status/Status Date
                         

CINEDIGM

 

 

RN: 3934870
SN: 77618952

 

 

November 20, 2008

 

 

March 22, 2011

 

  Cinedigm Corp.
(Delaware Corp.)
  (Int'l Class: 39)
storage of electronic media, namely, images, text and audio data
(Int'l Class: 41)
entertainment services, namely, distribution of motion pictures, sporting events, television programming, television short segments featuring news and information about sports, cartoons, concerts, and plays, by satellite, telephone lines, cable, fiber optics, and internet; leasing of digital cinema projection systems
(Int'l Class: 42)
providing managed technical services, namely, monitoring the telecommunications, digital projection, and computer systems of others for technical purposes and providing back-up computer programs and facilities
 

Registered
March 22, 2011

 

                         

CINELIVE

 

 

RN: 3830073
SN: 77617358

 

 

November 19, 2008

 

 

August 10, 2010

 

  Cinedigm Corp.
(Delaware Corp.)
 

(Int'l Class: 41)
entertainment in the nature of presentation of live performances by a musical group, live sporting events, live show performances

 

Registered
August 10, 2010

 

                         

INDIEDIRECT

 

 

RN: 4220565
SN: 85401202

 

 

August 18, 2011

 

 

October 9, 2012

 

  Cinedigm Corp.
(Delaware Corp.)
 

(Int'l Class: 35)
providing management services in the field of film distribution

 

 

Registered
October 9, 2012

 

 

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Mark/Name   App. No./Reg.
No.
  App. Date   Reg. Date   Owner/Designations   Full Goods/Services   Status/Status Date
                         

TCC

 

 

RN: 4118439
SN: 85393086

 

 

August 9, 2011

 

 

March 27, 2012

 

  Cinedigm Corp.
(Delaware Corp.)
 

(Int'l Class: 09)
computer software in the field of entertainment for the purpose of managing data content and movie files and to assist in the transmission and display of movies

 

 

Registered
March 27, 2012

 

                         

C and Design

 

 

RN: 4867456
SN: 85923259

 

 

May 3, 2013

 

 

December 8, 2015

 

  Cinedigm Digital Cinema Corp.
(Delaware Corp.)
 

(Int'l Class: 35)
distributorships in the field of pre-recorded video cassettes and audio recordings and dvds; on-line ordering services featuring pre-recorded video cassettes and audio recordings and dvds

 

 

Registered
December 8, 2015

 

                         

C and Design

 

 

SN: 85923286

 

 

May 3, 2013

 

 

 

 

 

Cinedigm Digital Cinema Corp.
(Delaware Corp.)

 

  (Int'l Class: 41)
entertainment services in the nature of providing information on current and future movie offerings via a global computer network; motion picture film production; movie studios; production of video discs for others; television show production; distribution of motion pictures, sporting event television programs, television programs, television short segments featuring news and information about sports, cartoons, concerts, and plays, by digital means including satellite, telephone lines, cable, fiber optics, and internet; leasing of digital cinema projection systems; entertainment and educational services, namely, providing temporary use of non-downloadable movies and television shows featuring documentary, comedy, science-fiction, animated, drama, romantic, independent film, foreign films via a video-on-demand service, and providing information, reviews, and recommendations regarding movies and television shows; providing a website featuring non-downloadable television shows, movies and multimedia presentations featuring documentary, comedy, science-fiction, animated, drama, romantic, independent film, foreign films; providing a website featuring entertainment information, reviews, and recommendations regarding television shows, movies, and multimedia content
 

Allowed - Intent to Use 3rd Extension of Time Granted
December 4, 2015

 

 

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