What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-06-29 compared with 2022-07-01 · 589 added, 1268 removed, 232 unchanged (89% of the section changed)

CONTROLS AND PROCEDURES

Definition and Limitations of Disclosure

Controls and Procedures

Our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange

Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s

rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial

officer, as appropriate, to allow timely decisions regarding required disclosures.

Definition and Limitations of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

The management of the Company, under the supervision

and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s

disclosure controls and procedures (as such term is defined in the Exchange Act), as of March 31, 2022.

Based on such evaluation, our

principal executive officer and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s

disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the

Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely

basis, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer

and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures due to the material weaknesses identified

in our internal control over financial reporting as of March 31, 2022.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an evaluation of

the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation,

management has concluded that our internal control over financial reporting was not effective as of March 31, 2022.

Material Weakness on

Internal Control Over Financial Reporting

In our Annual Report on Form 10-K for

the fiscal year ended March 31, 2021, filed with the SEC on July 30, 2021, management concluded that our internal control over financial

reporting was not effective as of March 31, 2021.

In the evaluation, management identified material weaknesses in internal controls

related to our financial close and reporting process and information and communication controls.

Management also concluded that we did

not have a sufficient complement of corporate personnel with appropriate levels of accounting and controls knowledge and experience commensurate

with our financial reporting requirements to appropriately analyze, record and disclose accounting matters completely and accurately.

As a result of this evaluation, management extensively used outside consultants who possessed the appropriate levels of accounting and

controls knowledge.

Remediation .

identification of this control deficiency, management is implementing modifications to better ensure that the Company has appropriate

and timely reviews on all financial reporting analysis.

The material weakness in our internal control over financial reporting

will not be considered remediated until these modifications are implemented, in operation for a sufficient period of time, tested,

and concluded by management to be designed and operating effectively.

In addition, as we continue to evaluate and work to improve our

internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine

to modify our remediation plan.

Management will test and evaluate the implementation of these modifications to ascertain whether they

are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material misstatement in the

Company’s financial statements.

The steps we took to

address the deficiencies identified included:

hired a new Chief Financial Officer;

we hired a new Executive Vice President (“EVP”) Accounting;

have engaged in efforts to restructure accounting processes and revise organizational structures to enhance accurate accounting and appropriate financial reporting;

have hired additional experienced accounting personnel in the corporate office to enhance the application of accounting standards and

our financial closing and reporting process;

have engaged external advisors to provide financial accounting and reporting assistance;

will enhance information and communication processes through information technology solutions to ensure that information needed for financial

reporting is accurate, complete, relevant and reliable, and communicated in a timely manner;

have engaged external advisors to evaluate and document the design and operating effectiveness of our internal control over financial

reporting and assist with the remediation and implementation of our internal control function.

As noted above, we believe that, as a result

of management’s in-depth review of its accounting processes, and the additional procedures management has implemented, there are

no material inaccuracies or omissions of material fact in this Form 10-K and, to the best of our knowledge, we believe that the consolidated

financial statements in this Form 10-K fairly present in all material respects our financial condition, results of operations

and cash flows in conformity with GAAP.

We and our Board treat

the controls surrounding, and the integrity of, our financial statements with the utmost priority.

Management is committed to the planning

and implementation of remediation efforts to address control deficiencies and any other identified areas of risk.

These remediation efforts

are intended to both address the identified material weakness and to enhance our overall financial control environment.

We are committed

to maintaining a strong internal control environment, and we believe the measures described above will strengthen our internal control

over financial reporting and remediate the material weakness we have identified.

Our remediation efforts have begun, and we will continue

to devote significant time and attention to these remedial efforts.

As we continue to evaluate and work to improve our internal

control over financial reporting, management may determine to take additional measures to strengthen controls or to modify the remediation

plan described above, which may require additional implementation time.

Changes in Internal

Control Over Financial Reporting

There have been no changes,

other than our remediation efforts discussed above, in the Company’s internal control over financial reporting during the fiscal

quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal

control over financial reporting.

The management of the Company, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in the Exchange Act), as of March 31, 2023.

Based on such evaluation, our principal executive officer and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely basis, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures due to the material weaknesses identified in our internal control over financial reporting as of March 31, 2023.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of March 31, 2023.

Remediation . Following identification of this control deficiency, management is implementing modifications to better ensure that the Company has appropriate and timely reviews on all financial reporting analysis.

The material weakness in our internal control over financial reporting will not be considered remediated until these modifications are implemented, in operation for a sufficient period of time, tested, and concluded by management to be designed and operating effectively.

In addition, as we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine to modify our remediation plan.

Management will test and evaluate the implementation of these modifications to ascertain whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material misstatement in the Company’s financial statements.

The steps we took to address the deficiencies identified included:

we hired a new Chief Financial Officer;

we hired a new Executive Vice President (“EVP”) Accounting;

we have restructured accounting processes and revised organizational structures to enhance accurate accounting and appropriate financial reporting;

we have hired additional experienced accounting personnel in the corporate office to enhance the application of accounting standards and our financial closing and reporting process;

we have engaged external advisors to provide financial accounting and reporting assistance;

we will enhance information and communication processes through information technology solutions to ensure that information needed for financial reporting is accurate, complete, relevant and reliable, and communicated in a timely manner;

we have engaged external advisors to evaluate and document the design and operating effectiveness of our internal control over financial reporting and assist with the remediation and implementation of our internal control function.

As noted above, we believe that, as a result of management’s in-depth review of its accounting processes, and the additional procedures management has implemented, there are no material inaccuracies or omissions of material fact in this Form 10-K and, to the best of our knowledge, we believe that the consolidated financial statements in this Form 10-K fairly present in all material respects our financial condition, results of operations and cash flows in conformity with GAAP.

We’ve implemented certain period-end controls for closing and financial reporting during the year.

As of March 31, 2023, certain of these newly implemented procedures, particularly the ones relating to the review of account reconciliations and evaluation of accounting reporting of infrequent and material transactions, were not implemented and operating effectively for a sufficient amount of time to demonstrate that the material weakness in our year-end closing and reporting system had been remediated.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Christopher J.

McGurk, 65 , has been the

Company’s Chief Executive Officer and Chairman of the Board since January 2011.

McGurk was the founder and Chief Executive

Officer of Overture Films from 2006 until 2010 and also the Chief Executive Officer of Anchor Bay Entertainment, which distributed Overture

Films’ products to the home entertainment industry.

McGurk, 66 , has been the Company’s Chief Executive Officer and Chairman of the Board since January 2011.

McGurk was the founder and Chief Executive Officer of Overture Films from 2006 until 2010 and also the Chief Executive Officer of Anchor Bay Entertainment, which distributed Overture Films’

products to the home entertainment industry.

From 1999 to 2005, Mr.

McGurk was Vice Chairman of the Board and Chief Operating

Officer of Metro-Goldwyn-Mayer Inc.

(“MGM”), acting as the company’s lead operating executive until MGM was sold for

approximately $5 billion to a consortium of investors.

McGurk joined MGM from Universal Pictures, where he served in various executive

capacities, including President and Chief Operating Officer, from 1996 to 1999.

McGurk was Vice Chairman of the Board and Chief Operating Officer of Metro-Goldwyn-Mayer Inc.

(“MGM”), acting as the company’s lead operating executive until MGM was sold for approximately $5 billion to a consortium of investors.

McGurk joined MGM from Universal Pictures, where he served in various executive capacities, including President and Chief Operating Officer, from 1996 to 1999.

From 1988 to 1996, Mr.

McGurk served in several senior

executive roles at The Walt Disney Studios, including Studios Chief Financial Officer and President of The Walt Disney Motion Picture

McGurk currently serves on the board of IDW Media Holdings, Inc.

(Pink:IDWM) and has previously served on the boards of BRE

Properties, Inc., DivX Inc., DIC Entertainment, Pricegrabber.com, LLC and MGM Studios, Inc.

McGurk served in several senior executive roles at The Walt Disney Studios, including Studios Chief Financial Officer and President of The Walt Disney Motion Picture Group.

McGurk has previously served on the boards of IDW Media Holdings, Inc., BRE Properties, Inc., DivX Inc., DIC Entertainment, Pricegrabber.com, LLC and MGM Studios, Inc.

Ashok Amritraj, 67, has been a member of the Board since August 2021.

He has been Chairman and CEO of Hyde Park Entertainment, Inc.

(“Hyde Park”) since 2000 and is an internationally renowned

award-winning film producer, having made over 100 films during the span of his 35-year career.

Amritraj is involved with philanthropic

causes, and was appointed a United Nations India Goodwill Ambassador in 2016 and, in 2018, by decree of the President of the Republic

of France, was appointed a Chevalier (Knight) of the Ordre National du Merité.

Amritraj serves on the Producers A2025 Committee

to advance inclusion and equitable opportunities at the Academy of Motion Picture Arts and Sciences as well as on the advisory board for

the Dodge Film School at Chapman University.

Brown, 63 , has been a member

of the Board since September 2010.

(“Hyde Park”) since 2000 and is an internationally renowned award-winning film producer, having made over 100 films during the span of his 35-year career.

Amritraj is involved with philanthropic causes and was appointed a United Nations India Goodwill Ambassador in 2016 and, in 2018, by decree of the President of the Republic of France, was appointed a Chevalier (Knight) of the Ordre National du Merité.

Amritraj serves on the Producers A2025 Committee to advance inclusion and equitable opportunities at the Academy of Motion Picture Arts and Sciences as well as on the advisory board for the Dodge Film School at Chapman University.

Brown, 64 , has been a member of the Board since September 2010.

He is Chairman of Grassmere Partners, LLC, a private investment firm, which he founded in 2009.

to founding Grassmere Partners, Mr.

Brown served as Chairman of the Board, Chief Executive Officer and President of AMC Entertainment

(“AMC”), one of the world’s leading theatrical exhibition companies, from July 1999 until his retirement in February

He joined AMC in 1990 and served as AMC’s President from January 1997 to July 1999 and Senior Vice President and Chief Financial

Officer from 1991 to 1997.

Prior to founding Grassmere Partners, Mr.

Brown served as Chairman of the Board, Chief Executive Officer and President of AMC Entertainment Inc.

(“AMC”), one of the world’s leading theatrical exhibition companies, from July 1999 until his retirement in February 2009.

He joined AMC in 1990 and served as AMC’s President from January 1997 to July 1999 and Senior Vice President and Chief Financial Officer from 1991 to 1997.

Brown currently serves on the board of EPR Properties (NYSE:

EPR), a specialty real estate investment

trust (REIT).

Brown also serves as a director of CenturyLink (NYSE:

CTL), a global leader in communications, hosting, cloud and IT

EPR), a specialty real estate investment trust.

Brown also serves as a director of Lumen Technologies, Inc.

LUMN), a global leader in communications and technology.

Past additional public company boards include:

National CineMedia, Inc., Midway Games, Inc., LabOne, Inc., and Protection One,

O’Brien , 75, has been

a member of the Board since July 2015.

He currently serves as the Managing Director & Principal of Granville Wolcott Advisors, a

company he formed in 2009 which provides business consulting, due diligence and asset management services for public and private clients.

From 2005 to 2009, Mr.

O’Brien was a Vice President - Asset Management for Bentall-Kennedy Associates Real Estate Counsel where

he represented pension fund ownership interests in hotel real estate investments nationwide.

O’Brien has previously served

as Chairman of the Board and CEO of Livevol, Inc., a private company that was a leader in equity and index options technology which was

successfully sold to CBOE Holdings.

National CineMedia, Inc., Midway Games, Inc., LabOne, Inc., and Protection One, Inc.

O’Brien, 76, has been a member of the Board since July 2015.

He currently serves as the Managing Director & Principal of Granville Wolcott Advisors, a company he formed in 2009 which provides business consulting, due diligence and asset management services for public and private clients.

O’Brien has previously served as Chairman of the Board and CEO of Livevol, Inc., a private company that was a leader in equity and index options technology which was successfully sold to CBOE Holdings.

During the past five years, Mr.

O’Brien has also served on the boards of LVI Liquidation Corp.,

Creative Realities, Inc., ICPW Liquidation Trust, and Merriman Holdings, Inc.

Peixin Xu, 50 , has been a member of the

Board since November 2017.

Xu founded Bison, an investment company with a focus on the media and entertainment, healthcare and financial

service industries, in 2014 and has been serving as a partner and director since then.

O’Brien has also served on the boards of Creative Realities, Inc., ICPW Liquidation Trust, and Merriman Holdings, Inc

Peixin Xu, 51 , has been a member of the Board since November 2017.

Xu founded Bison, an investment company with a focus on the media and entertainment, healthcare and financial service industries, in 2014 and has been serving as a partner and director since then.

From 2013 to the present, Mr.

Xu has been serving

on the board of directors of Airmedia Group Inc.

Xu has been serving on the Board of Directors of Airmedia Group Inc.

Xu is a designee of Bison in connection with the Bison Agreement.

Executive Officers

The Company’s executive officers are Christopher

McGurk, Chief Executive Officer and Chairman of the Board, Gary S.

Loffredo, Chief Operating Officer, President of Digital Cinema,

General Counsel, and Secretary, Erick Opeka, Executive Vice President and President of Cinedigm Digital Networks, and John K.

Chief Financial Officer.

The Company’s executive officers are Christopher J.

McGurk, Chief Executive Officer and Chairman of the Board, Erick Opeka, President and Chief Strategy Officer, Gary S.

Loffredo, Chief Legal Officer, Secretary and Senior Advisor, Tony Huidor, Chief Operating Officer and Chief Technology Officer and John K.

Canning, Chief Financial Officer.

Biographical information for Mr.

McGurk is included above.

Loffredo, 57, has been the Company’s

President since December 2020, Chief Operating Officer since February 2019, and General Counsel and Secretary since October 2011.

had previously served as President of Digital Cinema since 2011, as Senior Vice President - Business Affairs, General Counsel and Secretary

since 2000, as Interim Co-Chief Executive Officer from June 2010 through December 2010, and was a member of the Board from September

2000 - October 2015.

From March 1999 to August 2000, he had been Vice President, General Counsel and Secretary of Cablevision Cinemas

d/b/a Clearview Cinemas.

Erick Opeka, 49, is the Company’s President and Chief Strategy Officer, having served as Chief Strategy Officer since December 2020 and President of Cineverse Networks since joining the Company in 2014, when, as EVP of Digital Networks, he oversaw the distribution of Cineverse’s OTT networks online, as well as on mobile devices, gaming consoles, and connected TVs.

Opeka was integral in the development and launch of the Company’s flagship digital first networks, further expanding the Company’s growth through landmark partnerships with leading platforms such as Sling TV, XUMO, and Twitch, among others.

Prior to joining Cineverse, Mr.

Opeka served as Senior Vice President and head of New Video Digital, which he grew into the largest global aggregator of independent digital content for more than 850 content partners including A&E Networks, The Jim Henson Company, Berman Braun, and others.

Loffredo, 58, is the Company’s Chief Legal Officer, Secretary and Senior Advisor.

Loffredo has served numerous roles throughout his long tenure with the Company.

He has extensive experience in capital raising, corporate mergers and acquisitions, public company corporate governance, business development and legal strategy.

Loffredo had previously served as the Company’s President since December 2020, Chief Operating Officer since February 2019, and General Counsel and Secretary since October 2011.

He had also served as President of Digital Cinema since 2011, as Senior Vice President - Business Affairs, General Counsel and Secretary since 2000, as Interim Co-Chief Executive Officer from June 2010 through December 2010, and was a member of the Board from September 2000 - October 2015.

From March 1999 to August 2000, he had been Vice President, General Counsel and Secretary of Cablevision Cinemas d/b/a Clearview Cinemas.

Loffredo was an attorney at the law firm of Kelley Drye & Warren LLP from September 1992 to February 1999.

Having been with the Company since its inception and with Clearview Cinemas prior thereto, Mr.

Loffredo has over two decades of

experience in the cinema exhibition industry, both on the movie theatre and studio sides, as well as legal training and general business

experience, which skills and understanding are beneficial to the Company.

Erick Opeka, 48, has been the Company’s

Chief Strategy Officer since December 2020 and President of Cinedigm Networks since joining the Company in 2014, when, as EVP of Digital

Networks, he oversaw the distribution of Cinedigm’s OTT networks online, as well as on mobile devices, gaming consoles, and connected

Opeka was integral in the development and launch of the Company’s flagship digital first networks, further expanding the

Company’s growth through landmark partnerships with leading platforms such as Sling TV, XUMO, and Twitch, among others.

joining Cinedigm, Mr.

Opeka served as Senior Vice President and head of New Video Digital, which he grew into the largest global aggregator

of independent digital content for more than 850 content partners including A&E Networks, The Jim Henson Company, Berman Braun, and

Canning, 56, joined Cinedigm in September 2021 as Chief

Financial Officer.

Prior to Cinedigm, Mr.

Canning was the CFO of Firefly Systems Inc., an ad-tech startup in Silicon Valley, from 2019

to August 2021.

From 2018-2019, he was the interim CFO at Tapjoy, Inc., also an ad-tech company.

From 2016-2018, Mr.

Canning was Group

Vice President, Finance, at Discovery Channel Portfolio.

Loffredo has over two decades of experience in the cinema exhibition industry, both on the movie theatre and studio sides.

Tony Huidor, 54, is the Company’s Chief Operating Officer and Chief Technology Officer.

Huidor was the Company’s Chief Technology and Product Officer since July 2021.

Since joining Cineverse in 2015, Huidor has managed the launch and daily operations of the Company’s portfolio of subscription and ad-supported digital-first channels, as well as overseeing overall product development of all desktop and mobile apps for Cineverse’s portfolio of streaming services.

He conceived and designed Cineverse’s proprietary Matchpoint ⟨⟩

distribution platform which has allowed the Company to effectively streamline and scale its digital content distribution business.

He previously served as Vice President of Operations for Universal Music Group (UMG) then later transitioned into VP of Technical Product Development for Universal Music Group Distribution (UMGD), where he played an integral part in establishing the company’s digital and mobile business which generated significant revenue for the company.

Prior to his tenure at Universal Music, he worked as Director of Product Development for the Walt Disney Internet Group where he was responsible for the creation and development of subscription-based entertainment services worldwide.

In addition, he established Disney Mobile where he managed the creation and production of all premium mobile content worldwide across the Disney and Pixar portfolio of brands with a strong emphasis on the European and Asian-Pacific regions.

Canning, 57, joined Cineverse in September 2021 as Chief Financial Officer.

Prior to Cineverse, Mr.

Canning was the Chief Financial Officer of Firefly Systems Inc., an ad-tech startup in Silicon Valley, from 2019 to August 2021.

From 2018 to 2019, he was the interim Chief Financial Officer at Tapjoy, Inc., also an ad-tech company.

From 2016 to 2018, Mr.

Canning was Group Vice President, Finance, at Discovery Channel Portfolio.

Prior to that, Mr.

Canning served in various finance leadership roles at various

companies including Clear Channel Outdoor and The Walt Disney Company for a combined total of nearly 10 years.

Prior to Disney, Canning

enjoyed a successful management consulting career, spending more than a dozen years at prominent firms including Deloitte and KPMG.

Canning served in various finance leadership roles at various companies including Clear Channel Outdoor and The Walt Disney Company for a combined total of nearly 10 years.

Prior to Disney, Mr.

Canning enjoyed a successful management consulting career, spending more than a dozen years at prominent firms including Deloitte and KPMG.

Key Employees

The Company’s key employees, other than

executive officers, are Yolanda Macías, Chief Content Officer of Cinedigm Entertainment Group, and Tony Huidor, Chief Technology

& Product Officer.

Yolanda Macías, 57, joined Cinedigm in

2013 and has been the Chief Content Officer of Cinedigm Entertainment Group since December 2020, in connection with which she is responsible

for acquiring global content rights for all distribution and streaming platforms and oversees all third party digital sales and marketing.

Previously, Ms.

Macías has over 25 years of entertainment distribution experience, including executive positions at Vivendi/Universal

from 2004 to 2012, DIRECTV from 1996 to 2003, and The Walt Disney Company from 1992 to 1995.

Tony Huidor, 53, has been the Company’s Chief Technology & Product Officer since July 2021.

Since joining Cinedigm in 2015,

he has managed the launch and daily operations of the Company’s portfolio of subscription and ad-supported digital-first channels,

as well as overseeing overall product development of all desktop and mobile apps for Cinedigm’s portfolio of streaming services.

He conceived and designed Cinedigm’s proprietary Matchpoint distribution platform which has allowed the Company to effectively

streamline and scale its digital content distribution business.

He previously served as Vice President of Operations for Universal Music

Group (UMG) then later transitioned into VP of Technical Product Development for Universal Music Group Distribution (UMGD), where he

played an integral part in establishing the company’s digital and mobile business which generated significant revenue for the company.

Prior to his tenure at Universal Music, he worked as Director of Product Development for the Walt Disney Internet Group where he was

responsible for the creation and development of subscription-based video streaming products worldwide.

In addition, he established Disney

Mobile where he managed the creation and production of all premium mobile content worldwide across the Disney and Pixar portfolio of

brands with a strong emphasis on the European and Asian-Pacific regions.

The Company’s key employees are Yolanda Macias, Chief Content Officer, Mark Torres, Chief People Officer, and Mark Lindsey, Executive Vice President, Finance & Accounting.

Yolanda Macias, 58, joined Cineverse in 2013 and has been the Chief Content Officer of Cineverse Entertainment Group since December 2020, in connection with which she is responsible for acquiring global content rights for all distribution and streaming platforms and oversees all third party digital sales and marketing.

Macias has over 25

years of entertainment distribution experience, including executive positions at Vivendi/Universal from 2004 to 2012, DIRECTV from 1996 to 2003, and The Walt Disney Company from 1992 to 1995.

Mark Torres, 63, is the Company’s Chief People Officer.

He joined Cineverse in 2018 as Senior Vice President, Human Resources.

Torres has served as a Senior Human Resources executive with such notable companies as Sony Pictures Entertainment, Ticketmaster and Reed Elsevier/Variety, as well as several technology and media start-up companies.

He served as SVP of People & Culture at AdTec/Rubicon Project building their first internal HR function in preparation of their IPO.

In addition to consulting with several start-up media organizations, he served as the VP of HR and Administration at ideation/advertising leader, Phenomenon.

Torres is a graduate of California State University, Long Beach with a bachelor’s degree in Telecommunications.

Mark Lindsey, 56, joined Cineverse in 2022 as Executive Vice President, Finance & Accounting.

Lindsey oversees all facets of accounting including reporting, financing, working capital management, treasury, tax compliance and planning, internal controls and policy development.

Prior to joining Cineverse he most recently served as Chief Accounting Officer and acting Chief Financial Officer for Firefly Systems, Inc., a digital out-of-home (DOOH) and mobility advertising company.

Lindsey was also CFO and CCO for Canapi Ventures, a financial technology-focused venture capital firm.

Earlier in his career Mr.

Lindsey served in related executive capacities with American Capital, LTD., XM Satellite Radio, the Public Company Accounting Oversight Board and PricewaterhouseCoopers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors,

executive officers and persons who beneficially own more than 10% of its Common Stock to file reports of ownership and changes in ownership

with the Commission and to furnish the Company with copies of all such reports they file.

Based on the Company’s review of the copies

of such forms received by it, or written representations from certain reporting persons, the Company believes that none of its directors,

executive officers or persons who beneficially own more than 10% of the Common Stock failed to comply with Section 16(a) reporting requirements

during the fiscal year ended March 31, 2022 (the “Last Fiscal Year”).

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of its Common Stock to file reports of ownership and changes in ownership with the Commission and to furnish the Company with copies of all such reports they file.

Based on the Company’s review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that none of its directors, executive officers or persons who beneficially own more than 10% of the Common Stock failed to comply with Section 16(a) reporting requirements during the fiscal year ended March 31, 2023 (the “Last Fiscal Year”), except for Peixin Xu, who filed a late From 4 for 18 transactions during the Last Fiscal Year.

Code of Business Conduct and Ethics

We have adopted a code of ethics applicable to all members of the

Board, executive officers and employees.

Such code of ethics is available on our Internet website, www.cinedigm.com.

We intend to disclose

any amendment to, or waiver of, a provision of our code of ethics by filing a Form 8-K with the SEC.

We have adopted a code of ethics applicable to all members of the Board, executive officers and employees.

Such code of ethics is available on our Internet website, www.investor.cineverse.com.

We intend to disclose any amendment to, or waiver of, a provision of our code of ethics by filing a Form 8-K with the SEC.

Stockholder Communications

The Board currently does not provide a formal

process for stockholders to send communications to the Board.

In the opinion of the Board, it is appropriate for the Company not to have

such a process in place because the Board believes there is currently not a need for a formal policy due to, among other things, the

limited number of stockholders of the Company.

While the Board will, from time to time, review the need for a formal policy, at the present

time, stockholders who wish to contact the Board may do so by submitting any communications to the Company’s Secretary, Mr.

264 West 40th Street, New York, NY 10018, with an instruction to forward the communication to a particular director or the Board as a

Loffredo will receive the correspondence and forward it to any individual director or directors to whom the communication

The Board currently does not provide a formal process for stockholders to send communications to the Board.

In the opinion of the Board, it is appropriate for the Company not to have such a process in place because the Board believes there is currently not a need for a formal policy due to, among other things, the limited number of stockholders of the Company.

While the Board will, from time to time, review the need for a formal policy, at the present time, stockholders who wish to contact the Board may do so by submitting any communications to the Company’s Secretary, Mr.

Loffredo, 244 Fifth Avenue, Suite M289, New York, NY 10001, with an instruction to forward the communication to a particular director or the Board as a whole.

Loffredo will receive the correspondence and forward it to any individual director or directors to whom the communication is directed.

MATTERS RELATING TO OUR GOVERNANCE

Board of Directors

The Board oversees the Company’s risk management

including understanding the risks the Company faces and what steps management is taking to manage those risks, as well as understanding

what level of risk is appropriate for the Company.

The Board’s role in the Company’s risk oversight process includes receiving

regular updates from members of senior management on areas of material risk to the Company, including operational, financial, legal and

regulatory, human resources, employment, and strategic risks.

The Company’s leadership structure currently

consists of the combined role of Chairman of the Board and Chief Executive Officer and a separate Lead Independent Director.

serves as our Lead Independent Director.

The Lead Independent Director’s responsibilities include presiding at all meetings of

the Board at which the Chairman is not present, including executive sessions of the independent directors, serving as a liaison between

the Chairman and the independent directors, reviewing information sent to the Board, consulting with the Nominating Committee with regard

to the membership and performance evaluations of the Board and Board committee members, calling meetings of and setting agendas for the

independent directors, and serving as liaison for communications with stockholders.

The Board intends to meet at least quarterly and the independent directors

serving on the Board intend to meet in executive session (i.e., without the presence of any non-independent directors and management)

immediately following regularly scheduled Board meetings.

During the Last Fiscal Year, the Board held five (5) meetings and acted sixteen

(16) times by unanimous written consent in lieu of holding a meeting.

Each current member of the Board, who was then serving, attended

at least 75% of the total number of meetings of the Board, except for Mr.

Xu, and of the committees of the Board on which they served

in the Last Fiscal Year.

The Board oversees the Company’s risk management including understanding the risks the Company faces and what steps management is taking to manage those risks, as well as understanding what level of risk is appropriate for the Company.

The Board’s role in the Company’s risk oversight process includes receiving regular updates from

members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, human resources, employment, and strategic risks.

The Company’s leadership structure currently consists of the combined role of Chairman of the Board and Chief Executive Officer and a separate Lead Independent Director.

O’Brien serves as our Lead Independent Director.

The Lead Independent Director’s responsibilities include presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, serving as a liaison between the Chairman and the independent directors, reviewing information sent to the Board, consulting with the Nominating Committee with regard to the membership and performance evaluations of the Board and Board committee members, calling meetings of and setting agendas for the independent directors, and serving as liaison for communications with stockholders.

The Board intends to meet at least quarterly and the independent directors serving on the Board intend to meet in executive session (i.e., without the presence of any non-independent directors and management) immediately following regularly scheduled Board meetings.

During the Last Fiscal Year, the Board held nine (9) meetings and acted three (3) times by unanimous written consent in lieu of holding a meeting.

Each current member of the Board, who was then serving, attended at least 75 percent of the total number of meetings of the Board, and of the committees of the Board on which they served in the Last Fiscal Year, except for Mr.

No individual may be nominated for election to the Board after his or her 73rd birthday.

Amritraj, Brown

and O’Brien are considered “independent” under the rules of the SEC and Nasdaq.

The Company does not currently have a policy

in place regarding attendance by Board members at the Company’s annual meetings of stockholders.

The Board has three standing committees, consisting

of an Audit Committee, a Compensation Committee and a Nominating Committee.

Amritraj, Brown and O’Brien are considered “independent”

under the rules of the SEC and Nasdaq.

The Company does not currently have a policy in place regarding attendance by Board members at the Company’s annual meetings of stockholders.

The Board has three standing committees, consisting of an Audit Committee, a Compensation Committee and a Nominating Committee.

Membership in each committee is shown in the following table.

and Corporate

Christopher J.

Ashok Amritraj

O’Brien**

Committee Chair ●

Committee Member * Chairperson of the Board ** Lead Independent Director

Audit Committee

The Audit Committee consists of Messrs.

Brown and O’Brien.

Amritraj, Brown and O’Brien.

Brown is the Chairman of the Audit Committee.

The Audit Committee held four (4) meetings in the Last Fiscal

The Audit Committee has met with the Company’s management and the Company’s independent registered public accounting

firm to review and help ensure the adequacy of its internal controls and to review the results and scope of the auditors’ engagement

and other financial reporting and control matters.

The Audit Committee held four (4) meetings in the Last Fiscal Year.

The Audit Committee has met with the Company’s management and the Company’s independent registered public accounting firm to review and help ensure the adequacy of its internal controls and to review the results and scope of the auditors’

engagement and other financial reporting and control matters.

Brown is financially literate, and Mr.

Brown is financially sophisticated, as

those terms are defined under the rules of Nasdaq.

Brown is also a financial expert, as such term is defined under the Sarbanes-Oxley

Amritraj, Brown and O’Brien are considered “independent” under the rules of the SEC and Nasdaq.

The Audit Committee has adopted a formal written

charter (the “Audit Charter”).

The Audit Committee is responsible for ensuring that the Company has adequate internal controls

and is required to meet with the Company’s auditors to review these internal controls and to discuss other financial reporting

Brown is financially sophisticated, as those terms are defined under the rules of Nasdaq.

Brown is also a financial expert, as such term is defined under the Sarbanes-Oxley Act of 2002.

Amritraj, Brown and O’Brien are considered “independent”

under the rules of the SEC and Nasdaq.

The Audit Committee has adopted a formal written charter (the “Audit Charter”).

The Audit Committee is responsible for ensuring that the Company has adequate internal controls and is required to meet with the Company’s auditors to review these internal controls and to discuss other financial reporting matters.

The Audit Committee is also responsible for the appointment, compensation and oversight of the auditors.

Additionally, the Audit

Committee is responsible for the review and oversight of all related party transactions and other potential conflict of interest situations

between the Company and its officers, directors, employees and principal stockholders.

The Audit Charter is available on the Company’s

Internet website at www.cinedigm.com.

Additionally, the Audit Committee is responsible for the review and oversight of all related party transactions and other potential

conflict of interest situations between the Company and its officers, directors, employees and principal stockholders.

The Audit Charter is available on the Company’s Internet website at www.investor.cineverse.com.

Compensation Committee

The Compensation Committee consists of Messrs.

Brown and O’Brien.

O’Brien is the Chairman of the Compensation Committee.

The Compensation Committee met ten (10) times

during the Last Fiscal Year and acted one (1) time by unanimous written consent in lieu of holding a meeting.

The Compensation Committee

approves the compensation package of the Company’s Chief Executive Officer and, based on recommendations by the Company’s

Chief Executive Officer, approves the levels of compensation and benefits payable to the Company’s other executive officers, reviews

general policy matters relating to employee compensation and benefits and recommends to the entire Board, for its approval, stock option

and other equity-based award grants to its executive officers, employees and consultants and discretionary bonuses to its executive officers

and employees.

The Compensation Committee has the authority to appoint and delegate to a sub-committee the authority to make grants and

administer bonus and compensation plans and programs.

Brown and O’Brien are considered “independent” under

the rules of the SEC and the Nasdaq.

The Compensation Committee has adopted a formal

written charter (the “Compensation Charter”).

The Compensation Charter sets forth the duties, authorities and responsibilities

of the Compensation Committee.

The Compensation Charter is available on the Company’s Internet website at www.cinedigm.com.

The Compensation Committee, when determining

executive compensation (including under the executive compensation program, as discussed below under the heading Compensation Discussion

and Analysis), evaluates the potential risks associated with the compensation policies and practices.

The Compensation Committee believes

that the Company’s compensation programs are designed with an appropriate balance of risk and reward in relation to the Company’s

overall compensation philosophy and do not encourage excessive or unnecessary risk-taking behavior.

In general, the Company compensates

its executives in a combination of cash and equity awards.

The equity awards contain either or both performance targets and vesting provisions,

both of which encourage the executives, on a long-term basis, to strive to enhance the value of such compensation as measured by the

trading price of the Class A common stock or other performance metrics.

The Compensation Committee does not believe that this type of

compensation encourages excessive or unnecessary risk-taking behavior.

As a result, we do not believe that risks relating to our compensation

policies and practices for our employees are reasonably likely to have a material adverse effect on the Company.

The Company intends

to recapture compensation if and as required under the Sarbanes-Oxley Act.

However, there have been no instances where it needed to recapture

any compensation.

During the Last Fiscal Year, the Compensation

Committee engaged Aon, a compensation consulting firm.

The consultant provided guidance for cash and equity compensation to executive

officers and directors, as requested, which the Compensation Committee considered in reaching its determinations of such compensation.

In addition, the consultant was available to respond to specific inquiries throughout the year.

Compensation Committee Interlocks and Insider

Participation

The Compensation Committee currently consists

Brown and O’Brien.

O’Brien is the Chairman of the Compensation Committee.

None of such members was, at any

time during the Last Fiscal Year or at any previous time, an officer or employee of the Company.

None of the Company’s directors or executive

officers serves as a member of the board of directors or compensation committee of any other entity that has one or more of its executive

officers serving as a member of the Company’s board of directors.

No member of the Compensation Committee had any relationship

with us requiring disclosure under Item 404 of Securities and Exchange Commission Regulation S-K.

Amritraj, Brown and O’Brien.

O’Brien is the Chairman of the Compensation Committee.

The Compensation Committee met two (2) times during the Last Fiscal Year and acted three (3) times by unanimous written consent in lieu of holding a meeting.

The Compensation Committee approves the compensation package of the Company’s Chief Executive Officer and, based on recommendations by the Company’s Chief Executive Officer, approves the levels of compensation and benefits payable to the Company’s other executive officers, reviews general policy matters relating to employee compensation and benefits and recommends to the entire Board, for its approval, stock option and other equity-based award grants to its executive officers, employees and consultants and discretionary bonuses to its executive officers and employees.

The Compensation Committee has the authority to appoint and delegate to a sub-committee the authority to make grants and administer bonus and compensation plans and programs.

Amritraj, Brown and O’Brien are considered “independent”

under the rules of the SEC and the Nasdaq.

The Compensation Committee has adopted a formal written charter (the “Compensation Charter”).

The Compensation Charter sets forth the duties, authorities and responsibilities of the Compensation Committee.

The Compensation Charter is available on the Company’s Internet website at www.investor.cineverse.com.

The Compensation Committee, when determining executive compensation (including under the executive compensation program, as discussed below under the heading Compensation Discussion and Analysis), evaluates the potential risks associated with the compensation policies and practices.

The Compensation Committee believes that the Company’s compensation programs are designed with an appropriate balance of risk and reward in relation to the Company’s overall compensation philosophy and do not encourage excessive or unnecessary risk-taking behavior.

In general, the Company compensates its executives in a combination of cash and equity awards.

The equity awards contain either or both performance targets and vesting provisions, both of which encourage the executives, on a long-term basis, to strive to enhance the value of such compensation as measured by the trading price of the Class A common stock or other performance metrics.

The Compensation Committee does not believe that this type of compensation encourages excessive or unnecessary risk-taking behavior.

As a result, we do not believe that risks relating to our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on the Company.

The Company intends to recapture compensation if and as required under the Sarbanes-Oxley Act.

However, there have been no instances where it needed to recapture any compensation.

The Compensation Committee has engaged Aon, a compensation consulting firm to provide guidance for cash and equity compensation to executive officers and directors, as requested, which the Compensation Committee considered in reaching its determinations of such compensation.

In addition, Aon was available to respond to specific inquiries throughout the year.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Messrs.

Amritraj, Brown, and O’Brien.

O’Brien is the Chairman of the Compensation Committee.

None of such members was, at any time during the Last Fiscal Year or at any previous time, an officer or employee of the Company.

None of the Company’s directors or executive officers serves as a member of the Board of Directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of the Company’s Board of Directors.

No member of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of Securities and Exchange Commission Regulation S-K.

Nominating Committee

The Nominating Committee consists of Messrs.

Amritraj, Brown and O’Brien.

Brown is the Chairman of the Nominating Committee.

The Nominating Committee held one (1) meeting

during the Last Fiscal Year.

The Nominating Committee evaluates and approves nominations for annual election to, and to fill any vacancies

in, the Board and recommends to the Board the directors to serve on committees of the Board.

The Nominating Committee also approves the

compensation package of the Company’s directors.

Amritraj, Brown and O’Brien are considered “independent”

The Nominating Committee held one (1) meeting during the Last Fiscal Year.

The Nominating Committee evaluates and approves nominations for annual election to, and to fill any vacancies in, the

Board and recommends to the Board the directors to serve on committees of the Board.

The Nominating Committee also approves the compensation package of the Company’s directors.

Amritraj, Brown and O’Brien are considered “independent”

under the rules of the SEC and the Nasdaq.

The Nominating Committee has adopted a formal

written charter (the “Nominating Charter”).

The Nominating Charter sets forth the duties and responsibilities of the Nominating

Committee and the general skills and characteristics that the Nominating Committee employs to determine the individuals to nominate for

election to the Board.

The Nominating Charter is available on the Company’s Internet website at www.cinedigm.com.

The Nominating Committee will consider any director

candidates recommended by stockholders.

In considering a candidate submitted by stockholders, the Nominating Committee will take into

consideration the needs of the Board and the qualifications of the candidate.

Nevertheless, the Board may choose not to consider an unsolicited

recommendation if no vacancy exists on the Board and/or the Board does not perceive a need to increase the size of the Board.

There are no specific minimum qualifications

that the Nominating Committee believes must be met by a Nominating Committee-recommended director nominee.

However, the Nominating Committee

believes that director candidates should, among other things, possess high degrees of integrity and honesty;

have literacy in financial

and business matters;

The Nominating Committee has adopted a formal written charter (the “Nominating Charter”).

The Nominating Charter sets forth the duties and responsibilities of the Nominating Committee and the general skills and characteristics that the Nominating Committee employs to determine the individuals to nominate for election to the Board.

The Nominating Charter is available on the Company’s Internet website at www.investor.cineverse.com.

The Nominating Committee will consider any director candidates recommended by stockholders.

In considering a candidate submitted by stockholders, the Nominating Committee will take into consideration the needs of the Board and the qualifications of the candidate.

Nevertheless, the Board may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and/or the Board does not perceive a need to increase the size of the Board.

There are no specific minimum qualifications that the Nominating Committee believes must be met by a Nominating Committee-recommended director nominee.

However, the Nominating Committee believes that director candidates should, among other things, possess high degrees of integrity and honesty;

have literacy in financial and business matters;

have no material affiliations with direct competitors, suppliers or vendors of the Company;

and preferably have

experience in the Company’s business and other relevant business fields (for example, finance, accounting, law and banking).

Nominating Committee considers diversity together with the other factors considered when evaluating candidates but does not have a specific

policy in place with respect to diversity.

Members of the Nominating Committee meet in advance

of each of the Company’s annual meetings of stockholders to identify and evaluate the skills and characteristics of each director

candidate for nomination for election as a director of the Company.

The Nominating Committee reviews the candidates in accordance with

the skills and qualifications set forth in the Nominating Charter and the rules of the Nasdaq.

There are no differences in the manner

in which the Nominating Committee evaluates director nominees based on whether or not the nominee is recommended by a stockholder.

and preferably have experience in the Company’s business and other relevant business fields (for example, finance, accounting, law and banking).

The Nominating Committee considers diversity together with the other factors considered when evaluating candidates but does not have a specific policy in place with respect to diversity.

Members of the Nominating Committee meet in advance of each of the Company’s annual meetings of stockholders to identify and evaluate the skills and characteristics of each director candidate for nomination for election as a director of the Company.

The Nominating Committee reviews the candidates in accordance with the skills and qualifications set forth in the Nominating Charter and the rules of the Nasdaq.

There are no differences in the manner in which the Nominating Committee evaluates director nominees based on whether or not the nominee is recommended by a stockholder.

Recoupment (“Clawback”) Policy

The Company intends to recapture compensation as currently required under the Sarbanes-Oxley Act.

However, there have been no instances to date where it needed to recapture any compensation.

Additionally, we recognize that our compensation program will be subject to the forthcoming amendments to stock exchange listing standards required by Section 954 of the Dodd-Frank Act, which requires that stock exchange listing standards be amended to require issuers to adopt a policy providing for the recovery from any current or former executive officer of any incentive-based compensation (including stock options) awarded during the three-year period prior to an accounting restatement resulting from material noncompliance of the issuer with financial reporting requirements.

We intend to adopt such a clawback policy which complies with all applicable standards when such rules are adopted.

Restriction on Speculative Transactions

The Company’s Insider Trading and Disclosure Policy restricts employees and directors of the Company from engaging in speculative transactions in Company securities, including short sales, and discourages employees and directors of the Company from engaging in hedging transactions, including “cashless”

collars, forward sales, and equity swaps, that may indirectly involve short sales.

Pre-clearance by the Company is required for all equity transactions.

Stock Ownership Guidelines

The Board has adopted stock ownership guidelines

for its non-employee directors, pursuant to which the non-employee directors are required to acquire, within three (3) years, and maintain

until separation from the Board, shares equal in value to a minimum of three (3) times the value of the annual cash retainer (not including

committee or per-meeting fees) payable to such director.

Shares acquired as Board retainer fees and shares owned by an investment entity

with which a non-employee director is affiliated may be counted toward the stock ownership requirement.

As of March 31, 2022, each of

Brown, O’Brien and Xu currently meet the stock ownership guidelines, and Mr.

Amritraj is within the three (3) year acquisition

The Board has adopted stock ownership guidelines for its non-employee directors, pursuant to which the non-employee directors are required to acquire, within three (3) years, and maintain until separation from the Board, shares equal in value to a minimum of three (3) times the value of the annual cash retainer (not including committee

or per-meeting fees) payable to such director.

Shares acquired as Board retainer fees and shares owned by an investment entity with which a non-employee director is affiliated may be counted toward the stock ownership requirement.

As of March 31, 2023, each of Messrs.

Brown, O’Brien and Xu currently meet the stock ownership guidelines, and Mr.

Amritraj is within the three (3) year acquisition period.

Environmental, Social and Governance (ESG)

The Company is committed to responsible and sustainable

business practices.

We are currently in the process of building our ESG strategy, with the goal of transparently communicating about

our most material ESG impacts and initiatives.

The Company is committed to responsible and sustainable business practices.

We are currently in the process of building our ESG strategy, with the goal of transparently communicating about our most material ESG impacts and initiatives.

Sustainability

The Company is committed to working in a responsible

and sustainable way to produce as few negative environmental effects as possible from our operations.

Our core business does not result

in any significant negative environmental effects.

We note our leading role in the conversion, starting in 2005, from using analog films,

which had to be shipped to theatre destinations, causing greenhouse gas emissions and ultimately waste of the film after use, to digital

projection of virtually all major and independent studio films, which are now electronically delivered to theatre destinations.

our current CEG business concentrates on digital and streaming distribution of content, which again is environmentally-friendly.

conversion and streaming approach significantly reduces the carbon footprint associated with the film exhibition industry.

We are evolving our culture and our human capital

strategies to best serve all of our employees and align with our growth strategies and the changing social environments.

We believe that

fostering a culture that is values-based, responsible, ethical and inclusive motivates and empowers our employees, which enables us to

attract and retain talented people, engage them in meaningful and inspiring work and, as a result, fulfill our business goals and objectives.

The Company is committed to working in a responsible and sustainable way to produce as few negative environmental effects as possible from our operations.

Our core business does not result in any significant negative environmental effects.

We note our leading role in the conversion, starting in 2005, from using analog films, which had to be shipped to theatre destinations, causing greenhouse gas emissions and ultimately waste of the film after use, to digital projection of virtually all major and independent studio films, which are now electronically delivered to theatre destinations.

In addition, our current CEG business concentrates on digital and streaming distribution of content, which again is environmentally-friendly.

This conversion and streaming approach significantly reduces the carbon footprint associated with the film exhibition industry.

We are evolving our culture and our human capital strategies to best serve all of our employees and align with our growth strategies and the changing social environments.

We believe that fostering a culture that is values-based, responsible, ethical and inclusive motivates and empowers our employees, which enables us to attract and retain talented people, engage them in meaningful and inspiring work and, as a result, fulfill our business goals and objectives.

We regularly engage with our employees to monitor their needs and expectations and respond to meet these evolving employee needs.

We provide market-competitive compensation and

benefits to our employees.

Our benefits programs are reviewed each year to ensure that we are meeting current practices in providing

benefits that meet the health and safety needs of our employees.

When special circumstances occur, such as the recent pandemic, we adjust

our benefits to meet our employees’ needs.

We provide market-competitive compensation and benefits to our employees.

Our benefits programs are reviewed each year to ensure that we are meeting current practices in providing benefits that meet the health and safety needs of our employees.

When special circumstances occur, such as the recent pandemic, we adjust our benefits to meet our employees’

Health and Safety

We are focused on the health, safety and well-being

of our employees.

We are focused on the health, safety and well-being of our employees.

We provide mental and physical well-being programs to all employees.

We have continued measures to reduce the impact

of the COVID-19 pandemic to ensure employee health, safety and well-being.

We have continued measures to reduce the impact of the COVID-19 pandemic to ensure employee health, safety and well-being.

Diversity, Equity and Inclusion

We are committed to diverse representation across

all levels of our workforce to reflect the vibrant and thriving diversity of the communities which make up our customers, stockholders

and home communities.

We are committed to diverse representation across all levels of our workforce to reflect the vibrant and thriving diversity of the communities which make up our customers, stockholders and home communities.

Fostering a work environment that is culturally diverse, inclusive and equitable is important to us.

that our business accomplishments are a result of the efforts of our employees and that a diverse employee population will result in

a better understanding of our customers’ needs.

We believe that our business accomplishments are a result of the efforts of our employees and that a diverse employee population will result in a better understanding of our customers’

We respect the unique attributes of each individual.

Our DE&I purpose is to

evolve the organization and our culture to reflect the customers and communities we serve, where differences in background, thought and

experience are welcomed, valued and celebrated.

We demonstrate purposeful actions and incorporate intentional practices to drive these

inclusive behaviors in our daily work.

We are committed to continually reviewing our operational practices and aligning DE&I initiatives

with business objectives.

We encourage our employees to give back to the

In 2021, we initiated a Community Service Policy that provides paid time off to employees volunteering with qualified charitable

organizations or causes (which organizations or causes may not discriminate based on creed, race, color, national origin, religion, age,

disability, sex, gender, identity, sexual orientation, pregnancy or any other legally protected classification).

In addition, we have

implemented a summer internship program in conjunction with C5 Youth Foundation of Southern California, a non-profit inner-city youth

This 8-week program will provide for four college students to rotate through four departments at Cinedigm.

Our DE&I purpose is to evolve the organization and our culture to reflect the customers and communities we serve, where differences in background, thought and experience are welcomed, valued and celebrated.

We demonstrate purposeful actions and incorporate intentional practices to drive these inclusive behaviors in our daily work.

We are committed to continually reviewing our operational practices and aligning DE&I initiatives with business objectives.

We encourage our employees to give back to the community.

In 2021, we initiated a Community Service Policy that provides paid time off to employees volunteering with qualified charitable organizations or causes (which organizations or causes may not discriminate based on creed, race, color, national origin, religion, age, disability, sex, gender, identity, sexual orientation, pregnancy or any other legally protected classification).

In addition, we have implemented a summer internship program in conjunction with C5 Youth Foundation of Southern California, a non-profit inner-city youth program.

This 8-week program will provide for four college students to rotate through four departments at Cineverse.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section describes the compensation program

and related decisions for our Named Executive Officers (“NEOs”) in our fiscal year ended March 31, 2022 (“Fiscal

As a “smaller reporting company,” as that term is defined under SEC rules, we are not required to include a

“Compensation Discussion and Analysis” and are permitted to exclude certain executive compensation tables from our disclosure.

We have elected to include this Compensation

Discussion& Analysis (“CD&A”) as well as additional tables required under Item 402 of Regulation S-K on a voluntary

As permitted under Item 402, we are not including pay ratio disclosure in light of our status as a smaller reporting company.

This CD&A is intended to be read in conjunction with the tables beginning on page 49, which provide historical compensation information

for the following NEOs:

Christopher J.

Chairman and Chief Executive

President, Chief Operating

Officer, General Counsel and Secretary

Chief Strategy Officer

and President of Cinedigm Digital Networks

Quick CD&A Reference Guide

Compensation Program Overview

Compensation Philosophy and Objectives

Competitive Positioning

Elements of Compensation

Additional Compensation Practices and Policies

Compensation Program Overview

The Company’s executive compensation program

is designed to attract, motivate and retain highly skilled and experienced individuals to attain the Company’s corporate goals.

To do so, the program provides competitive compensation packages that motivate executive officers, links pay to performance and aligns

executive officers’ interests with those of the Company and its shareholders over the long term.

The executive compensation program for the NEOs

is administered by the Compensation Committee, all of the members of which are independent.

The Compensation Committee annually reviews

the executive compensation elements and assesses the integrity of the compensation program as a whole to ensure that it continues to

be aligned with the Company’s compensation objectives and supports the attainment of Company goals.

As the Company has evolved, so too has the compensation

During the last several years, Cinedigm’s executive compensation for NEOs has been transitioning to a more performance-oriented

The Company aims to improve both shareholder returns and its cash position.

To help achieve these goals, the Compensation Committee

has designed the compensation program to reward the Chief Executive Officer (“CEO”) and other employees for achieving strategic

goals and increasing shareholder value by linking a portion of pay to performance through annual cash and equity, and long-term equity

Compensation Philosophy and Objectives

Cinedigm’s executive compensation program

is focused on enabling the Company to hire and retain qualified and motivated executives, motivating them to meet its business needs

and objectives.

The executive compensation program has been designed around the following objectives:

competitive compensation levels to enable the recruitment and retention of highly qualified executives.

the link between pay and corporate and business unit performance encouraging and rewarding excellence and contributions to support Cinedigm’s

the interests of executives with those of shareholders through grants of equity-based compensation that promote increasing shareholder

value and also provide opportunities for ongoing executive share ownership.

An overarching principle in delivering on these

objectives is to ensure that compensation decisions are made in the Company’s best financial interests such that incentive awards

are both affordable and reasonable, taking into account Company performance and circumstances and considering the interests of all stakeholders.

The Company’s pay philosophy has evolved

from an emphasis on fixed pay to one that is based on the belief that a substantial portion of each executive’s compensation should

be at risk and dependent upon performance.

While the Compensation Committee has not adopted a targeted mix of either long-term to short-term,

fixed to variable, or equity and non-equity compensation, it has taken steps to increase the portion of variable compensation.

in this direction include the continuation of the performance-based annual incentive program (MAIP) and more regular equity grants.

Compensation Determination Process

The Compensation Committee designs the executive

compensation program with the intention of accomplishing the goals described above.

In determining executive compensation, the Compensation

Committee obtains input and advice from its independent compensation consultant.

The Compensation Committee reviews and approves compensation

and performance awards to the CEO and executive officers and considers financial, operational and share price performance to determine

appropriate executive compensation parameters.

The Compensation Committee also considers the results of the prior stockholders’

advisory vote on executive compensation.

To date, the stockholders have approved, on a non-binding advisory basis, of executive compensation.

Role of the Independent Compensation Consultant

The Compensation Committee has selected and retained

Aon as its independent compensation consultant to assist it in the performance of its duties and responsibilities.

While the Compensation

Committee took into consideration the review and recommendations of this independent consultant when making decisions about the Company’s

executive and director compensation practices, the Compensation Committee ultimately made its own independent decisions about these matters.

Competitive Assessment

The Compensation Committee uses comparative compensation

information from a relevant group of peer companies as one of several factors considered as part of setting compensation for our CEO

and our other NEOs.

The Compensation Committee has not defined a target pay positioning relative to the peer group for the CEO or the

other NEOs, nor does it commit to providing total compensation at a specific percentile or within a specific pay range.

During Fiscal

2022, no changes were made to CEO or other NEO compensation.

The current CEO and other NEO target compensation was set during fiscal

2021 based on a competitive assessment conducted at that time.

The Compensation Committee retains discretion in determining the nature

and extent of the use of peer group data.

The Compensation Committee periodically reassesses the companies within the peer groups and

makes changes as appropriate, considering mergers and acquisitions involving peer companies, changes in the Company’s business

and other factors.

The most recent peer group selected by the Compensation

Committee consisted of the following companies:

Avid Technology

Leaf Group Ltd.

Ballantyne Strong, Inc.

Limelight Networks, Inc.

Brightcove Inc.

LiveXLive Media, Inc.

Chicken Soup for the Soul

Entertainment, Inc.

National Cinemedia, Inc.

Dolphin Entertainment,

NTN Buzztime, Inc.

Reading International, Inc.

Glu Mobile Inc.

RealNetworks, Inc.

Harmonic Inc.

TechTarget, Inc.

Elements of Compensation

Compensation for executive officers is comprised

primarily of three main components:

incentive awards;

incentive equity grants.

These components support the core principles

of our executive officer compensation philosophy of pay for performance and alignment of executive officers’ interests with those

of Cinedigm and its shareholders by emphasizing short- and long-term incentives.

Our compensation program encourages our employees to

remain focused on both our short-term and long-term goals:

our annual incentive (MAIP) measures and rewards business and individual performance

on an annual basis, while our equity awards typically vest in installments of several years and increase in value with any share price

appreciation, encouraging our executives to focus on the long-term performance of our company.

Base salaries are fixed compensation with the

primary function of aiding in attraction and retention.

Base salaries vary among executive officers, and are individually determined

according to each executive officer’s areas of responsibility, role and experience.

The Compensation Committee reviews the salaries

for our NEOs periodically, as well as at the time of a promotion, change in responsibilities, or when employment arrangements and/or

agreements are renewed.

Any increases are based on an evaluation of the performance of the Company and the executive, the relative strategic

importance of the position, market conditions, and competitive pay levels (though, as noted earlier, the Compensation Committee does

not target a specific percentile or range).

During fiscal 2022, no changes were made to CEO

or other NEO compensation.

Annual Incentive Awards

The annual cash incentive component aims to ensure

that our executive officers are aligned in reaching our short- and long-term goals.

Annual cash incentives are designed to provide a

significant pay-for-performance element of our executive compensation package, through the formal performance-based MAIP.

The MAIP incorporates

predetermined, specific target award levels and performance metrics and goals that the Compensation Committee deemed rigorous and challenging.

The MAIP goals are critical to Cinedigm’s future success and are designed to reward the collaboration across divisions and segments

required to achieve corporate financial goals.

All NEOs have a target bonus set at a fixed percentage

of their base salary.

The program also established threshold and maximum levels of incentive awards defined as a percentage of a participant’s

The Compensation Committee generally establishes the individual payout targets for each NEO based on the executive’s position,

level of responsibility and a review of the competitive market.

Threshold, target and maximum annual incentive

opportunities for our NEOs for Fiscal 2022 were as follows:

MAIP Potential Awards

Executive Officer

(as a % of base salary)

We do not disclose performance targets, division

targets or individual goals, as we believe that such disclosure would result in competitive harm.

Based on our experience, we believe

these targets were rigorous and challenging, and were set sufficiently high to provide incentive to achieve a high level of performance.

We believe it is difficult, although not unattainable, for the targets to be reached and, therefore, no more likely than unlikely that

the targets will be reached.

Long-Term Incentive Awards

The Compensation Committee uses equity-based

compensation to reward future performance, as reflected by the market price of our shares and/or other performance criteria.

The Compensation

Committee annually considers long-term incentive awards, for which it has the authority to grant a variety of equity-based awards.

primary objective of such awards is to align the interests of executives with those of the Company and its shareholders by offering incentives

to achieve performance goals believed to be linked to increasing shareholder value, increasing executive share ownership and fostering

a long-term focus.

In recent years, the earning and vesting of such awards have been assessed and determined after fiscal year end in

order to permit consideration of year-end performance.

We currently maintain the 2017 Equity Incentive Plan (“2017 Plan”).

The 2017 Plan is administered by the Compensation Committee.

Under the 2017 Plan, the Compensation Committee or the Board has authority

to grant awards of non-qualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock,

restricted stock units, performance shares, performance stock units, cash-based awards, or other stock-based awards to employees, non-employee

directors, and third-party consultants.

The Compensation Committee determines the executive officers’

equity-based awards, taking into account pay mix and the executive officer’s contribution to Company performance.

The mix of equity-based

vehicles is structured to enhance the executive officers’ commitment to increasing shareholder value.

Performance Stock Units

In connection with the NEO employment agreement amendments or new arrangements

during fiscal 2021, under the 2017 Plan, the NEOs were awarded new grants of performance stock units (“PSUs”).

grants were made to the NEOs during Fiscal 2022.

In connection with the NEO employment agreement

amendments or new arrangements during fiscal 2021, the Compensation Committee granted SARs to the NEOs under the 2017 Plan.

grants were made to the NEOs during Fiscal 2022.

Additional Compensation Arrangements,

Policies and Practices

McGurk’s Compensation Arrangements

McGurk joined Cinedigm in January 2011 as

CEO and Chairman of the Board.

Accordingly, Mr.

McGurk’s compensation package was created in line with the Company’s current

compensation philosophy of a base salary coupled with variable compensation including a large portion of equity-based compensation, through

stock options, linked to stock price performance.

When negotiating Mr.

McGurk’s employment agreement, the Company sought to provide

salary and bonus amounts that were in line with peer group amounts and that would provide incentive for Mr.

McGurk with a view toward

increasing stockholder value.

A summary of Mr.

McGurk’s compensation

package is located under the heading “Employment Agreements and Arrangements Between the Company and Named Executives” of

this Item 11.

Employment Agreement with Mr.

Employment Arrangements for other NEOs

The Company currently has employment agreements

Loffredo and Mr.

Opeka for retention during periods of uncertainty and operational challenge.

Additionally, the

employment agreements include non-compete and non-solicitation provisions.

The provisions for severance benefits are at typical competitive

See “Employment Agreements and Arrangements Between the Company and Named Executives” of this Item 11 for a description

of the material terms of Messrs.

McGurk’s, Loffredo’s and Opeka’s employment agreements.

Personal Benefits and Perquisites

In addition to the benefits provided to all employees

and grandfathered benefits (provided to all employees hired before January 1, 2005), the CEO and NEOs are eligible for an annual physical

and supplemental life insurance coverage of $200,000.

It is the Company’s policy to provide minimal

and modest perquisites to the CEO and NEOs.

With the new employment arrangements, most perquisites previously provided, including automobile

allowances, have been eliminated.

Policy on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits

the deductibility of compensation in excess of $1 million paid to certain executive officers named in this proxy statement.

to the Tax Cuts and Jobs Act of 2017, for taxable years beginning after December 31, 2017, the exemption from the deduction limit that

was previously available for “performance-based compensation” is no longer available.

Consequently, for fiscal years beginning

after December 31, 2017, all remuneration in excess of $1 million paid to a specified executive will not be deductible.

Given the Company’s

net operating losses, Section 162(m) is not currently a material factor in designing compensation.

Recoupment (“Clawback”) Policy

The Company intends to recapture compensation

as currently required under the Sarbanes-Oxley Act.

However, there have been no instances to date where it needed to recapture any compensation.

Additionally, we recognize that our compensation

program will be subject to the forthcoming amendments to stock exchange listing standards required by Section 954 of the Dodd-Frank Act,

which requires that stock exchange listing standards be amended to require issuers to adopt a policy providing for the recovery from

any current or former executive officer of any incentive-based compensation (including stock options) awarded during the three-year period

prior to an accounting restatement resulting from material noncompliance of the issuer with financial reporting requirements.

to adopt such a clawback policy which complies with all applicable standards when such rules are adopted.

Restriction on Speculative Transactions

The Company’s Insider Trading and Disclosure

Policy restricts employees and directors of the Company from engaging in speculative transactions in Company securities, including short

sales, and discourages employees and directors of the Company from engaging in hedging transactions, including “cashless”

collars, forward sales, and equity swaps, that may indirectly involve short sales.

Pre-clearance by the Company is required for all equity

transactions.

COMPENSATION COMMITTEE REPORT

The following report does not constitute soliciting

material and is not considered filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933,

as amended, or the Securities Exchange Act of 1934, as amended.

The Compensation Committee has reviewed and discussed

the Compensation Discussion and Analysis that precedes this Report as required by Item 402(b) of the SEC’s Regulation S-K.

on its review and discussions with management, the Compensation Committee recommended to the Board the inclusion of the Compensation

Discussion and Analysis in this proxy statement.

The Compensation Discussion and Analysis discusses

the philosophy, principles, and policies underlying the Company’s compensation programs that were in effect during fiscal 2022.

Respectfully submitted,

The Compensation Committee of the Board of Directors

O’Brien, Chairman

Named Executive Officers

The following table sets forth certain information

concerning compensation received by the Company’s NEOs, consisting of the Company’s Chief Executive Officer and its two other

most highly compensated individuals who were serving as executive officers at the end of the Last Fiscal Year, plus up to two additional

persons for whom disclosures would have been provided but for the fact that they were not serving as executive officers at the end of

the Last Fiscal Year, for services rendered in all capacities during the Last Fiscal Year.

The following table sets forth certain information concerning compensation received by the Company’s NEOs, consisting of the Company’s Chief Executive Officer and its two other most highly compensated individuals who were serving as executive officers at the end of the Last Fiscal Year, plus up to two additional persons for whom disclosures would have been provided but for the fact that they were not serving as executive officers at the end of the Last Fiscal Year, for services rendered in all capacities during the Last Fiscal Year.

SUMMARY COMPENSATION TABLE

2 unchanged sentences

Option Awards ($)(3)

Non-Equity Incentive Plan Compensation ($)(3)

All Other Compensation ($)(4)

Christopher J.

Chief Executive Officer and Chairman

President, Chief Operating Officer, General

Counsel and Secretary

Chief Strategy Officer and President of Digital Networks

Includes shares issued in November

2020 for fiscal year 2019 under performance share units (“PSUs”) to be paid during fiscal year 2021.

Includes for 2022s

shares issued in January 2022 for fiscal year 2021 under performance share units (“PSUs”) paid during fiscal year 2023.

above for a description of the material terms of the PSUs.

amounts in this column reflect the grant date fair value for all fiscal years presented in accordance with FASB ASC Topic 718.

used in the calculation of these amounts are included in footnote 2 to the Company’s audited financial statements for the fiscal

years ended March 31, 2022 and 2021, included in the 2022 Annual Report on Form 10-K (the “Form 10-K”).

amounts in this column reflect amounts earned under annual incentive awards.

See below for a description of the material terms of the

annual incentive plan for each NEO.

life and disability insurance premiums paid by the Company and certain medical expenses paid by the Company for each NEO, (a) for the

fiscal year ended March 31, 2020:

McGurk, $1,104 and $30,618;

Loffredo, $1,104 and $43,437;

Opeka, $1,104

and $14,507, (b) for the fiscal year ended March 31, 2021:

McGurk, $1,094 and $32,459;

Loffredo, $1,094 and $46,027;

Opeka, $1,094 and $32,459, and (c) for the fiscal year ended March 31, 2022:

McGurk, $1,019.16 and $32,481.00;

Loffredo, $1,019.16 and $32,790.60;

Opeka, $1,019.16 and $19,308.62.

Employment agreements between the Company and

Named Executives

Chief Executive Officer

Chief Legal Officer,

Secretary and Senior Adviser

President and

Chief Strategy Officer

(1) The Company's bonus program is the previously described MAIP incentive program.

For the fiscal year ended, a portion of the MAIP bonuses were settled in the Company's Common Stock.

(2) For fiscal year 2023, includes shares issued in January 2022 under performance share units (“PSUs”) paid during fiscal year 2024.

For fiscal year 2021, includes shares issued in January 2022 under performance share units (“PSUs”).

See above for a description of the material terms of the PSUs.

(3) The amounts in this column reflect the grant date fair value for all fiscal years presented in accordance with FASB ASC Topic 718.

Assumptions used in the calculation of these amounts are included in footnote 2 to the Company’s audited financial statements for the fiscal years ended March 31, 2023 and 2022, included in the 2023 Annual Report on Form 10-K (the “Form 10-K”).

(4) Includes life insurance premiums, disability insurance premiums and certain medical expenses paid by the Company for each NEO.

Employment agreements between the Company and Named Executives in effect during Fiscal Year 2023

Christopher J.

On November 19,

2020, the Company entered into an employment agreement with Mr.

McGurk (the “2020 McGurk Employment Agreement”) that replaced

any prior employment agreements with Mr.

The 2020 McGurk Employment Agreement took effect on April 1, 2021 and has a term ending

on March 31, 2023, with a one-time automatic renewal for one year unless either party provides written notice to the other no later than

ninety days prior to the expiration of the initial term.

On November 19, 2020, the Company entered into an employment agreement with Mr.

McGurk (the “2020 McGurk Employment Agreement”) that replaced any prior employment agreements with Mr.

The 2020 McGurk Employment Agreement took effect on April 1, 2021 and has a term ending on March 31, 2023, with a one-time automatic renewal for one year unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

Pursuant to the 2020 McGurk Employment Agreement, Mr.

McGurk will continue to

serve as the Chief Executive Officer and Chairman of the Board of the Company.

McGurk will continue to serve as the Chief Executive Officer and Chairman of the Board of the Company.

The 2020 McGurk Employment Agreement provides that Mr.

receive an annual base salary of $650,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan, a target

bonus opportunity of $650,000 (the “Target Bonus”) consistent with goals established annually by the Compensation Committee,

(ii) under the Company’s 2017 Plan, performance share units for up to 250,000 shares of Common Stock, subject to EBITDA targets

to be determined in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation Committee

shall determine, and (iii) under the 2017 Plan, 2,500,000 SARs having an exercise price of $.54 and a term of ten (10) years, one-half

(1/2) of which vested on November 19, 2020 and one-half (1/2) of which will vest on March 31, 2023.

McGurk will also be entitled to

participate in all benefit plans and programs that the Company provides to its senior executives.

The 2020 McGurk Employment Agreement provides

that, in the event of a termination without Cause (as defined in the 2020 McGurk Employment Agreement) or a resignation for Good Reason

(as defined in the 2020 McGurk Employment Agreement), Mr.

McGurk shall be entitled to payment of (i) the greater of any Base Salary for

the remainder of the Term or eighteen (18) months’ Base Salary at the time of termination and (ii) an amount equivalent to one

and one-half (1.5) times the average of the last two (2) bonus payments under the MAIP, if any, under the Employment Agreement.

event of, on or after April 1, 2020 and within two (2) years after a Change in Control (as defined in the 2017 Plan), a termination without

Cause (other than due to Mr.

McGurk’s death or disability) or a resignation for Good Reason, then in lieu of receiving the amounts

described above, Mr.

McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current

annual Base Salary and (b) his Target Bonus for the year of termination.

On December 10, 2020, the Company entered into

an amended employment agreement, effective as of November 19, 2020, with Mr.

McGurk (the “2020 A&R McGurk Employment Agreement”).

The 2020 A&R McGurk Employment Agreement restated the 2020 McGurk Employment Agreement, except that in the event of, on or after

April 1, 2020 and within two (2) years after a Change in Control (as defined in the 2017 Plan), a termination without Cause (other than

McGurk’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to

renew the Term (as defined in the McGurk Employment Agreement), then in lieu of receiving the amounts for severance other than in connection

with a Change in Control, Mr.

McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current

annual Base Salary and (b) his Target Bonus (as defined in the 2020 A&R McGurk Employment Agreement) for the year of termination.

On December 23, 2020,

the Company entered into an employment agreement with Mr.

Loffredo (the “2020 Loffredo Employment Agreement”) that replaced

any prior employment agreements or arrangements with Mr.

Loffredo, which took effect on January 1, 2021 and has a term ending on March

31, 2023, with a one-time automatic renewal for one year unless either party provides written notice to the other no later than ninety

days prior to the expiration of the initial term.

McGurk will receive an annual base salary of $650,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan, a target bonus opportunity of $650,000 (the “McGurk Target Bonus”) consistent with goals established annually by the Compensation Committee, (ii) under the Company’s 2017 Plan, performance share units for up to 12,500 of Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation Committee shall determine, and (iii) under the 2017 Plan, 125,000 stock appreciation rights ("SARs") having an exercise price of $10.80 and a term of ten (10) years, one-half (1/2) of which vested on November 19, 2020 and one-half (1/2) of which will vest on March 31, 2023.

McGurk will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The 2020 McGurk Employment Agreement provides that, in the event of a termination without Cause (as defined in the 2020 McGurk Employment Agreement) or a resignation for Good Reason (as defined in the 2020 McGurk Employment Agreement), Mr.

McGurk shall be entitled to payment of (i) the greater of any Base Salary for the remainder of the Term or eighteen (18) months’

Base Salary at the time of termination and (ii) an amount equivalent to one and one-half (1.5) times the average of the last two (2) bonus payments under the MAIP, if any, under the Employment Agreement.

In the event of, on or after April 1, 2020 and within two (2) years after a Change in Control (as defined in the 2017 Plan), a termination without Cause (other than due to Mr.

McGurk’s death or disability) or a resignation for Good Reason, then in lieu of receiving the amounts described above, Mr.

McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current annual Base Salary and (b) the McGurk Target Bonus for the year of termination.

On December 10, 2020, the Company entered into an amended employment agreement, effective as of November 19, 2020, with Mr.

McGurk (the “2020 A&R McGurk Employment Agreement”).

The 2020 A&R McGurk Employment Agreement restated the 2020 McGurk Employment Agreement, except that in the event of, on or after April 1, 2020 and within two (2) years after a Change in Control (as defined in the 2017 Plan), a termination without Cause (other than due to Mr.

McGurk’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the McGurk Employment Agreement), then in lieu of receiving the amounts for severance other than in connection with a Change in Control, Mr.

McGurk would be entitled to receive a lump sum payment equal to three (3) times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus (as defined in the 2020 A&R McGurk Employment Agreement) for the year of termination.

On December 23, 2020, the Company entered into an employment agreement with Mr.

Loffredo (the “2020 Loffredo Employment Agreement”) that replaced any prior employment agreements or arrangements with Mr.

Loffredo, which took effect on January 1, 2021 and has a term ending on March 31, 2023, with a one-time automatic renewal for one year unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

Pursuant to the 2020 Loffredo Employment Agreement, Mr.

Loffredo serves as President,

and continues to serve as the Chief Operating Officer, General Counsel and Secretary, of the Company.

Loffredo serves as President, and continues to serve as the Chief Operating Officer, General Counsel and Secretary, of the Company.

The 2020 Loffredo Employment Agreement provides that Mr.

Loffredo will

receive an annual base salary of $460,000 (as subject to adjustment, the “Loffredo Base Salary”) and will be eligible for

(i) under the Company’s Management Annual Incentive Plan, a target bonus opportunity of $322,000 (the “Loffredo Target Bonus”)

consistent with goals established annually by the Compensation Committee, (ii) under the 2017 Plan, performance share units for up to

150,000 shares of the Company’s Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of

the Compensation Committee and such other terms as the Compensation Committee shall determine, and (iii) under the Plan, 1,200,000 SARs

having an exercise price of $.64 and a term of ten (10) years, and vesting as follows:

500,000 SARs vest on March 31, 2022, 500,000 SARs

vest on March 31, 2023, and 200,000 SARs vest on June 30, 2023.

Loffredo will also be entitled to participate in all benefit plans

and programs that the Company provides to its senior executives.

The 2020 Loffredo Employment Agreement provides

that, in the event of a termination without Cause (as defined in the 2020 Loffredo Employment Agreement) or a resignation for Good Reason

(as defined in the 2020 Loffredo Employment Agreement), Mr.

Loffredo shall be entitled to payment of twelve (12) months’ Loffredo

Base Salary at the time of termination.

In the event, within two (2) years after a Change in Control (as defined in the Plan), of a termination

without Cause (other than due to Mr.

Loffredo’s death or disability), a resignation for Good Reason, or upon notice by the Company

that it does not wish to renew the Term (as defined in the Loffredo Employment Agreement), then in lieu of receiving the amounts described

Loffredo would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual Loffredo

Base Salary and (b) the Loffredo Target Bonus for the year of termination.

On December 23, 2020, the

Company entered into an employment agreement with Mr.

Opeka (the “2020 Opeka Employment Agreement”) that replaced any prior

employment agreement with Mr.

Opeka, which took effect on January 1, 2021 and has a term ending on September 15, 2023, with a one-time

automatic renewal for one year unless either party provides written notice to the other no later than ninety days prior to the expiration

of the initial term.

Loffredo will receive an annual base salary of $460,000 (as subject to adjustment, the “Loffredo Base Salary”) and will be eligible for (i) under the Company’s Management Annual Incentive Plan, a target bonus opportunity of $322,000 (the “Loffredo Target Bonus”) consistent with goals established annually by the Compensation Committee, (ii) under the 2017 Plan, performance share units for up to 7,500 shares of the Company’s Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation

Committee shall determine, and (iii) under the Plan, 60,000 SARs having an exercise price of $12.80 and a term of ten (10) years, and vesting as follows:

25,000 SARs vest on March 31, 2022, 25,000 SARs vest on March 31, 2023, and 10,000 SARs vest on June 30, 2023.

Loffredo will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The 2020 Loffredo Employment Agreement provides that, in the event of a termination without Cause (as defined in the 2020 Loffredo Employment Agreement) or a resignation for Good Reason (as defined in the 2020 Loffredo Employment Agreement), Mr.

Loffredo shall be entitled to payment of twelve (12) months’

Loffredo Base Salary at the time of termination.

In the event, within two (2) years after a Change in Control (as defined in the Plan), of a termination without Cause (other than due to Mr.

Loffredo’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the Loffredo Employment Agreement), then in lieu of receiving the amounts described above, Mr.

Loffredo would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual Loffredo Base Salary and (b) the Loffredo Target Bonus for the year of termination.

On December 23, 2020, the Company entered into an employment agreement with Mr.

Opeka (the “2020 Opeka Employment Agreement”) that replaced any prior employment agreement with Mr.

Opeka, which took effect on January 1, 2021 and has a term ending on September 15, 2023, with a one-time automatic renewal for one year unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

Pursuant to the 2020 Opeka Employment Agreement, Mr.

Opeka will serve as Chief Strategy Officer of the Company and

continue to serve as President of Cinedigm Networks.

Opeka will serve as Chief Strategy Officer of the Company and continue to serve as President of Cineverse Networks.

The 2020 Opeka Employment Agreement provides that Mr.

Opeka will receive

an annual base salary of $400,000 (as subject to adjustment, the “Opeka Base Salary”) and will be eligible for (i) under the

MAIP, a target bonus opportunity of $240,000 (the “Opeka Target Bonus”) consistent with goals established annually by the

Compensation Committee, (ii) under the Plan, performance share units for up to 150,000 shares of Common Stock, subject to EBITDA targets

to be determined in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation Committee

shall determine, and (iii) under the Plan, 1,200,000 SARs having an exercise price of $.64 and a term of ten (10) years, and vesting as

Opeka will receive an annual base salary of $400,000 (as subject to adjustment, the “Opeka Base Salary”) and will be eligible for (i) under the MAIP, a target bonus opportunity of $240,000 (the “Opeka Target Bonus”) consistent with goals established annually by the Compensation Committee, (ii) under the Plan, performance share units for up to 7,500 shares of Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and such other terms as the Compensation Committee shall determine, and (iii) under the Plan, 60,000 SARs having an exercise price of $12.80 and a term of ten (10) years, and vesting as follows:

25,000 SARs vest on March 31, 2022, 25,000 SARs vest on March 31, 2023, and 10,000 SARs vest on December 31, 2023.

will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The 2020 Opeka Employment Agreement provides

that, in the event of a termination without Cause (as defined in the 2020 Opeka Employment Agreement) or a resignation for Good Reason

(as defined in the 2020 Opeka Employment Agreement), Mr.

Opeka shall be entitled to payment of twelve (12) months’ Opeka Base Salary

at the time of termination.

In the event, within two (2) years after a Change in Control (as defined in the Plan), of a termination without

Cause (other than due to Mr.

Opeka’s death or disability), a resignation for Good Reason, or upon notice by the Company that it

does not wish to renew the Term (as defined in the Opeka Employment Agreement), then in lieu of receiving the amounts described above,

Opeka would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual Opeka Base Salary

and (b) the Opeka Target Bonus for the year of termination.

Opeka will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The 2020 Opeka Employment Agreement provides that, in the event of a termination without Cause (as defined in the 2020 Opeka Employment Agreement) or a resignation for Good Reason (as defined in the 2020 Opeka Employment Agreement), Mr.

Opeka shall be entitled to payment of twelve (12) months’

Opeka Base Salary at the time of termination.

In the event, within two (2) years after a Change in Control (as defined in the Plan), of a termination without Cause (other than due to Mr.

Opeka’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the Opeka Employment Agreement), then in lieu of receiving the amounts described above, Mr.

Opeka would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual Opeka Base Salary and (b) the Opeka Target Bonus for the year of termination.

Employment agreements between the Company and Named Executives entered into during Fiscal Year 202 4

On May 16, 2023, the Company entered into employment agreements with each of Erick Opeka and Gary S.

Loffredo (the “Opeka Employment Agreement,”

and the “Loffredo Employment Agreement,”

respectively, and collectively, the “Fiscal Year 2024 Employment Agreements”).

Each of the Fiscal Year 2024 Employment Agreements is effective as of May 1, 2023 and supersedes the prior employment agreement between the Company and each of Mr.

Opeka and Mr.

Each of the Fiscal Year 2024 Employment Agreements has a term ending on April 30, 2025 with an automatic one-year renewal unless either party provides written notice to the other no later than ninety days prior to the expiration of the initial term.

Pursuant to the Opeka Employment Agreement, Mr.

Opeka will serve as the Chief Strategy Officer and President of the Company.

The Opeka Employment Agreement also provides that Mr.

Opeka will receive an annual base salary of $475,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan

(“MAIP”), a target bonus opportunity (the “Target Bonus”) of $356,250 consistent with goals established from time to time by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors, (ii) under the Company’s 2017 Equity Incentive Plan (the “Plan”), performance share units for up to 300,000 shares of the Company’s Class A common stock (the “Common Stock”), subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine (“PSUs”), and (iii) under the Plan, 75,000 stock appreciation rights (“SARs”) having an exercise price of $5.80 and a term of ten (10) years, one-third (1/3) of which will vest on May 16, 2024, one-third (1/3) on May 1, 2025 and the final one-third (1/3) on May 1, 2026 (the “SAR Vesting Schedule”), provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the Plan) or a termination other than for Cause (as defined in the Opeka Employment Agreement).

Opeka will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The Opeka Employment Agreement provides that, in the event of a termination without Cause (as defined in the Opeka Employment Agreement) or a resignation for Good Reason (as defined in the Opeka Employment Agreement), Mr.

Opeka shall be entitled to payment of 12 months’

Base Salary at the time of termination.

In the event of, on or after May 1, 2023 and during the Term, and within two (2) years after a Change in Control (as defined in the Plan), a termination without Cause (other than due to Mr.

Opeka’s death or disability), a resignation for Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the Opeka Employment Agreement) (“CIC Termination”), then in lieu of receiving the amounts described above, Mr.

Opeka would be entitled to receive a lump sum payment equal to two times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus under the MAIP for the year of termination.

Pursuant to the Loffredo Employment Agreement, Mr.

Loffredo will serve as the Chief Legal Officer, Secretary & Senior Advisor of the Company.

The Loffredo Employment Agreement also provides that Mr.

Loffredo will receive an annual base salary of $460,000 and will be eligible for (i) a target bonus opportunity under the MAIP of $322,000 (the “Target Bonus”) consistent with goals established from time to time by the Compensation Committee, (ii) under the Plan, PSUs for up to 8,000 shares of Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine, and (iii) under the Plan, 40,000 SARs having an exercise price of $5.80 and a term of ten (10) years which shall vest on the SAR Vesting Schedule, provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the Plan) or a termination other than for Cause (as defined in the Loffredo Employment Agreement).

Loffredo will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

The Loffredo Employment Agreement provides that, in the event of a termination without Cause (as defined in the Loffredo Employment Agreement) or a resignation for Good Reason (as defined in the Loffredo Employment Agreement), Mr.

Loffredo shall be entitled to payment of 12 months’

Base Salary at the time of termination under the Loffredo Employment Agreement.

In the event of a CIC Termination, on or after May 1, 2023 and during the Term, then in lieu of receiving the amounts described above, Mr.

Loffredo would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual Base Salary and (b) his Target Bonus under the MAIP for the year of termination.

Equity Compensation Plans

The following table sets forth certain information, as of March 31,

2022, regarding the shares of Cinedigm’s Class A common stock authorized for issuance under Cinedigm’s equity compensation

The following table sets forth certain information, as of March 31, 2023, regarding the shares of Cineverse’s Class A common stock under Cineverse’s equity compensation plan.

Number of shares of Class A common stock issuable upon exercise of outstanding options, warrants or rights

Weighted average of exercise price of outstanding

Number of shares of Class A common stock remaining available for future issuance

Cinedigm Second Amended and Restated 2000 Equity

Incentive Plan (“the 2000 Plan”) approved by shareholders

Cinedigm 2017 Equity Incentive Plan (the “2017 Plan”)

Cinedigm compensation plans not approved by shareholders (2)

of Common Stock.

stock options and SARs which were not granted under the 2000 Plan or the 2017 Plan.

(1) (in thousands)

Weighted average of exercise price of outstanding options, warrants and rights

Number of shares of Class A common stock remaining available for future issuance (in thousands)

Cineverse Second Amended and Restated 2000 Equity

Incentive Plan (“the 2000 Plan”)

Cineverse 2017 Equity Incentive Plan (the “2017 Plan”)

Cineverse compensation plans not approved by shareholders (2)

(1) Shares of Common Stock.

(2) Reflects stock options and SARs which were not granted under the 2000 Plan or the 2017 Plan.

The 2000 Plan

Our Board originally adopted the 2000 Plan on

June 1, 2000 and our shareholders approved the 2000 Plan by written consent in July 2000.

Certain terms of the Plan were last amended

and approved by our shareholders in September 2016.

Under the 2000 Plan, we may grant incentive and non-statutory stock options, stock,

restricted stock, restricted stock units (RSUs), stock appreciation rights, and performance awards to our employees, non-employee directors

and consultants.

The primary purpose of the 2000 Plan is to enable us to attract, retain and motivate our employees, non-employee directors

and consultants.

Our Board originally adopted the 2000 Plan on June 1, 2000 and our shareholders approved the 2000 Plan by written consent in July 2000.

Certain terms of the Plan were last amended and approved by our shareholders in September 2016.

Under the 2000 Plan, we may grant incentive and non-statutory stock options, stock, restricted stock, restricted stock units (RSUs), stock appreciation rights, and performance awards to our employees, non-employee directors and consultants.

The primary purpose of the 2000 Plan is to enable us to attract, retain and motivate our employees, non-employee directors and consultants.

The term of the 2000 Plan expires on June 1, 2020.

The 2000 Plan has been replaced by the 2017 Plan, and no new awards

will be granted from the 2000 Plan;

The 2000 Plan has been replaced by the 2017 Plan, and no new awards will be granted from the 2000 Plan;

however, the adoption of the 2017 Plan did not affect awards already granted under the 2000 Plan.

Options granted under the 2000 Plan expire ten

years following the date of grant (or such shorter period of time as may be provided in a stock option agreement or five years in the

case of incentive stock options granted to stockholders who own greater than 10% of the total combined voting power of the Company) and

are subject to restrictions on transfer.

Options granted under the 2000 Plan expire ten years following the date of grant (or such shorter period of time as may be provided in a stock option agreement or five years in the case of incentive stock options granted to stockholders who own greater than 10% of the total combined voting power of the Company) and are subject to restrictions on transfer.

Options granted under the Plan generally vest over periods of up to three or four years.

2000 Plan is administered by the Compensation Committee, and may be amended or terminated by the Board, although no amendment or termination

may adversely affect the right of any individual with respect to any outstanding option without the consent of such individual.

Plan provides for the granting of incentive stock options with exercise prices of not less than 100% of the fair market value of the

Common Stock on the date of grant.

Incentive stock options granted to stockholders of more than 10% of the total combined voting power

of the Company must have exercise prices of not less than 110% of the fair market value of the Common Stock on the date of grant.

and non-statutory stock options granted under the 2000 Plan are subject to vesting provisions, and exercise is generally subject to the

continuous service of the optionee, except for consultants.

The exercise prices and vesting periods (if any) for non-statutory options

may be set at the discretion of the Board or the Compensation Committee.

Upon a change of control of the Company, all options (incentive

and non-statutory) that have not previously vested will vest immediately and become fully exercisable.

Options covering no more than

50,000 shares may be granted to one participant during any calendar year unless pursuant to a multi-year award, in which case no more

than options covering 50,000 shares per year of the award may be granted, and during which period no additional options may be granted

to such participant.

Grants of restricted stock and restricted stock

units are subject to vesting requirements, generally vesting over periods up to three years, determined by the Compensation Committee

and set forth in notices to the participants.

Grants of stock, restricted stock and restricted stock units shall not exceed 40% of the

total number of shares available to be issued under the 2000 Plan.

SARs consist of the right to the monetary equivalent

of the increase in value of a specified number of shares over a specified period of time.

Upon exercise, SARs may be paid in cash or

shares of Common Stock or a combination thereof.

Grants of SARs are subject to vesting requirements, similar to those of stock options,

determined by the Compensation Committee and set forth in agreements between the Company and the participants.

RSUs shall be similar

to restricted stock except that no Class A common stock is actually awarded to the Participant on the grant date of the RSUs and the

Compensation Committee shall have the discretion to pay such RSUs upon vesting in cash or shares of Common Stock or a combination thereof.

Performance awards consist of awards of stock

and other equity-based awards that are valued in whole or in part by reference to, or are otherwise based on, the market value of the

Common Stock, or other securities of the Company, and may be paid in shares of Common Stock, cash or another form of property as the

Compensation Committee may determine.

Grants of performance awards shall entitle participants to receive an award if the measures of

performance established by the Committee are met.

Such measures shall be established by the Compensation Committee but the relevant measurement

period for any performance award must be at least 12 months.

Grants of performance awards shall not cover the issuance of shares that

would exceed 20% of the total number of shares available to be issued under the 2000 Plan, and no more than 50,000 shares pursuant to

any performance awards shall be granted to one participant in a calendar year unless pursuant to a multi-year award.

The terms of grants

of performance awards would be set forth in agreements between the Company and the participants.

The 2000 Plan is administered by the Compensation Committee, and may be amended or terminated by the Board, although no amendment or termination may adversely affect the right of any individual with respect to any outstanding option without the consent of such individual.

The 2000 Plan provides for the granting of incentive stock options with exercise prices of not less than 100% of the fair market value of the Common Stock on the date of grant.

Incentive stock options granted to stockholders of more than 10% of the total combined voting power of the Company must have exercise prices of not less than 110% of the fair market value of the Common Stock on the date of grant.

Incentive and non-statutory stock options granted under the 2000 Plan are subject to vesting provisions, and exercise is generally subject to the continuous service of the optionee, except for consultants.

The exercise prices and vesting periods (if any) for non-statutory options may be set at the discretion of the Board or the Compensation Committee.

Upon a change of control of the Company, all options (incentive and non-statutory) that have not previously vested will vest immediately and become fully exercisable.

Options covering no more than 50 thousand shares may be granted to one participant during any calendar year unless pursuant to a multi-year award, in which case no more than options covering 50 thousand shares per year of the award may be granted, and during which period no additional options may be granted to such participant.

Grants of restricted stock and restricted stock units are subject to vesting requirements, generally vesting over periods up to three years, determined by the Compensation Committee and set forth in notices to the participants.

Grants of stock, restricted stock and restricted stock units shall not exceed 40% of the total number of shares available to be issued under the 2000 Plan.

SARs consist of the right to the monetary equivalent of the increase in value of a specified number of shares over a specified period of time.

Upon exercise, SARs may be paid in cash or shares of Common Stock or a combination thereof.

Grants of SARs are subject to vesting requirements, similar to those of stock options, determined by the Compensation Committee and set forth in agreements between the Company and the participants.

RSUs shall be similar to restricted stock except that no Class A common stock is actually awarded to the Participant on the grant date of the RSUs and the Compensation Committee shall have the discretion to pay such RSUs upon vesting in cash or shares of Common Stock or a combination thereof.

Performance awards consist of awards of stock and other equity-based awards that are valued in whole or in part by reference to, or are otherwise based on, the market value of the Common Stock, or other securities of the Company, and may be paid in shares of Common Stock, cash or another form of property as the Compensation Committee may determine.

Grants of performance awards shall entitle participants to receive an award if the measures of performance established by the Committee are met.

Such measures shall be established by the Compensation Committee but the relevant measurement period for any performance award must be at least 12 months.

Grants of performance awards shall not cover the issuance of shares that would exceed 20% of the total number of shares available to be issued under the 2000 Plan, and no more than 2,500 shares pursuant to any performance awards shall be granted to one participant in a calendar year unless pursuant to a multi-year award.

The terms of grants of performance awards would be set forth in agreements between the Company and the participants.

The 2017 Plan

Our Board adopted the 2017 Plan on August 7,

2017 and our stockholders approved the 2017 Plan on August 31, 2017.

Under the 2017 Plan, we may grant incentive and non-statutory stock

options, stock, restricted stock, restricted stock units (RSUs), stock appreciation rights, performance awards and other equity-based

awards to our employees, non-employee directors and consultants.

The primary purpose of the 2017 Plan is to enable us to attract, retain

and motivate our employees, non-employee directors and consultants.

Options granted under the 2017 Plan expire ten

years following the date of grant (or such shorter period of time as may be provided in a stock option agreement, or five years in the

case of incentive stock options granted to stockholders who own greater than 10% of the total combined voting power of the Company) and

are subject to restrictions on transfer.

The 2017 Plan is administered by the Compensation Committee, and may be amended or terminated

by the Committee, although no amendment or termination may have a material adverse effect on the rights of any individual with respect

to any outstanding option, without the consent of such individual.

The exercise prices of stock options granted must be not less than

100% of the fair market value of the Common Stock on the date of grant.

Incentive stock options granted to stockholders of more than

10% of the total combined voting power of the Company must have exercise prices of not less than 110% of the fair market value of the

Common Stock on the date of grant.

Incentive and non-statutory stock options granted under the 2017 Plan may be subject to vesting provisions,

and exercise is generally subject to the continuous service of the optionee, except for consultants.

The exercise prices and vesting

periods (if any) for non-statutory options may be set at the discretion of the Board or the Compensation Committee.

Upon a change of

control of the Company, where the Common Stock does not continue to be publicly traded, unless replacement awards are issued in connection

with the transaction, all options (incentive and non-statutory) that have not previously vested will vest immediately and become fully

SARs consist of the right to the monetary equivalent of the increase in value of a specified number of shares over a specified

period of time.

Upon exercise, SARs may be paid, at the discretion of the Compensation Committee, in cash or shares of Common Stock or

a combination thereof.

Grants of SARs are subject to terms determined by the Compensation Committee and set forth in agreements between

the Company and the participants.

Grants of restricted stock and restricted stock

units are subject to vesting requirements, generally vesting over periods up to three years, determined by the Compensation Committee

and set forth in notices to the participants.

RSUs shall be similar to restricted stock except that no Common Stock

is actually awarded to the Participant on the grant date of the RSUs and the Compensation Committee shall have the discretion to pay such

RSUs upon vesting in cash or shares of Common Stock or a combination thereof.

Performance awards consist of awards of stock

and other equity-based awards that are valued in whole or in part by reference to, or are otherwise based on, the market value of the

Common Stock, or other securities of the Company, and may be paid in shares of Common Stock, cash or another form of property as the

Compensation Committee may determine.

Grants of performance awards shall entitle participants to receive an award if the measures of

performance established by the Committee are met.

Such measures shall be established by the Compensation Committee but the relevant measurement

period for any performance award must be at least 12 months.

The terms of grants of performance awards would be set forth in agreements

between the Company and the participants.

With respect to limits on Award grants under

the 2017 Plan, aggregate shares granted to non-employee directors in any year may not exceed $1,000,000 in value.

Our Common Stock is listed for trading on the

Nasdaq under the symbol “CIDM”.

The following table sets forth certain information

concerning outstanding equity awards of the Company’s NEOs at the end of the Last Fiscal Year.

All outstanding stock awards reported

in this table represent restricted stock that vests in equal annual installments over three years.

At the end of the Last Fiscal Year,

there were no unearned equity awards under performance-based plans.

Our Board adopted the 2017 Plan on August 7, 2017 and our stockholders approved the 2017 Plan on August 31, 2017.

Under the 2017 Plan, we may grant incentive and non-statutory stock options, stock, restricted stock, restricted stock units (RSUs), stock appreciation rights, performance awards and other equity-based awards to our employees, non-employee directors and consultants.

The primary purpose of the 2017 Plan is to enable us to attract, retain and motivate our employees, non-employee directors and consultants.

Options granted under the 2017 Plan expire ten years following the date of grant (or such shorter period of time as may be provided in a stock option agreement, or five years in the case of incentive stock options granted to stockholders who own greater than 10% of the total combined voting power of the Company) and are subject to restrictions on transfer.

The 2017 Plan is administered by the Compensation Committee, and may be amended or terminated by the Committee, although no amendment or termination may have a material adverse effect on the rights of any individual with respect to any outstanding option, without the consent of such individual.

The exercise prices of stock options granted must be not less than 100% of the fair market value of the Common Stock on the date of grant.

Incentive and non-statutory stock options granted under the 2017 Plan may be subject to vesting provisions, and exercise is generally subject to the continuous service of the optionee, except for consultants.

The exercise prices and vesting periods (if any) for non-statutory options may be set at the discretion of the Board or the Compensation Committee.

Upon a change of control of the Company, where the Common Stock does not continue to be publicly traded, unless replacement awards are issued in connection with the transaction, all options (incentive and non-statutory) that have not previously vested will vest immediately and become fully exercisable.

SARs consist of the right to the monetary equivalent of the increase in value of a specified number of shares over a specified period of time.

Upon exercise, SARs may be paid, at the discretion of the Compensation Committee, in cash or shares of Common Stock or a combination thereof.

Grants of SARs are subject to terms determined by the Compensation Committee and set forth in agreements between the Company and the participants.

RSUs shall be similar to restricted stock except that no Common Stock is actually awarded to the Participant on the grant date of the RSUs and the Compensation Committee shall have the discretion to pay such RSUs upon vesting in cash or shares of Common Stock or a combination thereof.

Grants of performance awards shall entitle participants to receive an award if the measures of performance established by the Committee are met.

Such measures shall be established by the Compensation Committee but the relevant measurement period for any performance award must be at least 12 months.

The terms of grants of performance awards would be set forth in agreements between the Company and the participants.

With respect to limits on Award grants under the 2017 Plan, aggregate shares granted to non-employee directors in any year may not exceed $1,000,000 in value.

Our Common Stock is listed for trading on the Nasdaq under the symbol “CNVS”.

The following table sets forth certain information concerning outstanding equity awards of the Company’s NEOs at the end of the Last Fiscal Year.

All outstanding stock awards reported in this table represent restricted stock that vests in equal annual installments over three years.

At the end of the Last Fiscal Year, there were no unearned equity awards under performance-based plans.

OUTSTANDING EQUITY AWARDS AT MARCH 31, 2023

OPTION AWARDS (1)

Number of Securities Underlying Unexercised Options

Unexercisable

EQUITY AWARDS (1)

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not

Market Value of Shares or Units of Stock That Have

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Christopher J.

1,250,000 (4)

stock options granted under the 2000 Plan and SARs granted under the 2017 Plan.

such total options, 1/3 vested on March 31 of each 2015, 2016 and 2017.

of stock appreciation rights which vested as to 1/3 on March 31 of each of 2019, 2020 and 2021.

of stock appreciation rights of which 1,250,000 vested on November 19, 2020, and 1,250,000 will vest on March 31, 2023.

such total options, 1/3 vested on October 13 of each 2014, 2015 and 2016.

of stock appreciation rights which vested as to 1/3 on December 10 of each of 2019, 2020 and 2021.

of stock appreciation rights which vest as to 500,000, on March 31, 2022, as to 500,000, on March 31, 2023, and as to 200,000, on June

of such options vested on September 2 of each of 2015, 2016, 2017 and 2018.

The following

table sets forth certain information concerning compensation earned by the Company’s non-employee directors for services rendered

as a director during the Last Fiscal Year.

(1) Reflects stock options granted under the 2000 Plan and SARs granted under the 2017 Plan.

(2) Consists of options, of which 1/3 vested on March 31 of each of 2015, 2016 and 2017.

(3) Consists of stock appreciation rights, of which 1/3 vested on March 31 of each 2019, 2020 and 2021.

(4) Consists of stock appreciation rights, of which 62,500 vested on each of November 19, 2020 and March 31, 2023.

(5) Consists of stock appreciation rights, of which 41,666 subsequently vested on April 1, 2023, and 41,667 will vest on April 1 of each of 2024 and 2025.

(6) Consists of options, of which 1/3 vested on October 14 of each of 2014, 2015 and 2016.

(7) Consists of stock appreciation rights, of which 1/3 of which vested on December 10 of each 2019, 2020 and 2021.

(8) Consists of stock appreciation rights, of which 25,000 vested on March 31 of each 2023 and 2022;

and 10,000 will vest on June 30, 2023.

(9) Consists of options, of which 100 vested on September of each of 2015, 2016, 2017, and 2018.

(10) Consists of stock appreciation rights, of which 1/3 vested on March 31 of each 2019, 2020, and 2021.

(11) Consists of stock appreciation rights, of which 5,917 vested on March 31 of each 2022 and 2023, and 5,917 will vest in December 2023.

Non-employee Directors

The following table sets forth certain information concerning compensation earned by the Company’s non-employee directors for services rendered as a director during the Last Fiscal Year.

Cash Fees Earned

Ashok Amritraj

O’Brien ( Lead Independent Director)

the Board on August 9, 2021.

from the Board on August 6, 2021.

Non-employee directors receive the following compensation for board

The annual cash retainer amount is $60,000 and the annual stock grant of restricted shares of Common Stock amount is $90,000

based on the trailing 20-day volume weighted average price (“VWAP”) of the Common Stock as of the date of the most recent

prior annual shareholder’s meeting.

In addition, non-employee directors receive annual committee fees of $15,000 for service as

a committee chair and of $5,000 for service on a committee (other than as chair).

In addition to the cash and stock retainers paid to

all non-employee directors for Board service, the Lead Independent Director receives an annual cash fee of $20,000.

Finally, new non-employee

directors will receive a grant of restricted stock valued at $180,000 based on the trailing 20-day VWAP of the Common Stock as of the

grant date (the director joins the Board), and such shares will vest in three equal installments on the first three anniversaries of the

date of grant.

The Company has adopted Stock Ownership Guidelines

for its non-employee directors as discussed under MATTERS RELATING TO OUR GOVERNANCE, above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

As of June 21, 2022, the Company’s directors, executive officers,

and principal stockholders beneficially own, directly or indirectly, in the aggregate, approximately 15.7% of its outstanding Common Stock.

These stockholders have significant influence over the Company’s business affairs, with the ability to control matters requiring

approval by the Company’s stockholders.

The following table sets forth as of June 21, 2022, certain information

with respect to the beneficial ownership of the Common Stock as to (i) each person known by the Company to beneficially own more than

5% of the outstanding shares of the Class A common stock, (ii) each of the Company’s directors, (iii) each of the Company’s

Chief Executive Officer and its two other most highly compensated individuals who were serving as executive officers at the end of the

Last Fiscal Year, for services rendered in all capacities during the Last Fiscal Year (the “Named Executive Officers”), and

(iv) all of the company’s directors and executive officers as a group.

O’Brien

(1) Each director received 8,550 shares of restricted stock, which remain unvested as of March 31, 2023.

Non-employee directors receive the following compensation for board service.

The annual cash retainer amount is $60,000 and the annual stock grant of restricted shares of Common Stock amount is $90,000 based on the trailing 20-day volume weighted average price (“VWAP”) of the Common Stock as of the date of the most recent prior annual shareholder’s meeting.

In addition, non-employee directors receive annual committee fees of $15,000 for service as a committee chair and of $5,000 for service on a committee (other than as chair).

In addition to the cash and stock retainers paid to all non-employee directors for Board service, the Lead Independent Director receives an annual cash fee of $20,000.

Finally, new non-employee directors will receive a grant of restricted stock valued at $180,000 based on the trailing 20-day VWAP of the Common Stock as of the grant date (the director joins the Board), and such shares will vest in three equal installments on the first three anniversaries of the date of grant.

The Company has adopted Stock Ownership Guidelines for its non-employee directors as discussed under MATTERS RELATING TO OUR GOVERNANCE, above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of June 21, 2023, the Company’s directors, executive officers, and principal stockholders beneficially own, directly or indirectly, in the aggregate, approximately 13.3% of its outstanding Common Stock.

These stockholders have significant influence over the Company’s business affairs, with the ability to control matters requiring approval by the Company’s stockholders.

The following table sets forth as of June 21, 2023, certain information with respect to the beneficial ownership of the Common Stock as to (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of the Class A common stock, (ii) each of the Company’s directors, (iii) each of the Company’s Chief Executive Officer and its two other most highly compensated individuals who were serving as executive officers at the end of the Last Fiscal Year, for services rendered in all capacities during the Last Fiscal Year (the “Named Executive Officers”), and (iv) all of the company’s directors and executive officers as a group.

CLASS A COMMON STOCK

1 unchanged sentence

Christopher J.

3,584,073 (c)

1,143,407 (d)

1,009,965 (e)

Ashok Amritraj

21,760,024 (g)

Mingtai Investment LP

9,005,772 (h)

O’Brien

All directors and executive officers as a group (9 persons)

27,214,627 (i)

otherwise indicated, the business address of each person named in the table is c/o Cinedigm Corp., 264 West 40 th Street,

New York, New York 10018.

Applicable percentage of ownership is based on 145,421,608 shares of

Common Stock outstanding as of June 21, 2022 together with all applicable options, warrants and other securities convertible into

shares of our Common Stock for such stockholder.

Beneficial ownership is determined in accordance with the rules of the SEC, and

includes voting and investment power with respect to shares.

Shares of Common Stock subject to options, warrants or other convertible

securities exercisable within 60 days after June 21, 2022 are deemed outstanding for computing the percentage ownership of the person

holding such options, warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other

Except as otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares of Common

Certain information is based on the numbers of shares reported in the most recent Schedule 13D or Schedule 13G, as amended,

as applicable, filed by stockholders with the SEC through June 21, 2022 and information provided by holders or otherwise known to the

(i) 150,000 shares of Common Stock underlying currently exercisable options and (ii) 1,950,000 shares of Class A common stock underlying

currently exercisable stock appreciation rights.

35,000 shares of Common Stock underlying currently exercisable options and 907,610 shares of Class A common stock underlying currently

exercisable stock appreciation rights.

(i) 8,000 shares of Common Stock underlying currently exercisable options and (ii) 855,000 shares of Common Stock underlying currently

exercisable stock appreciation rights.

92,067 shares owned by Grassmere Partners LLC, of which Mr.

(a) Unless otherwise indicated, the business address of each person named in the table is c/o Cineverse Corp., 244 Fifth Avenue, Suite M289, New York, New York 10001.

(b) Applicable percentage of ownership is based on 11,682,903 shares of Common Stock outstanding as of June 21, 2023 together with all applicable options, warrants and other securities convertible into shares of our Common Stock for such stockholder.

Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares.

Shares of Common Stock subject to options, warrants or other convertible securities exercisable within 60 days after June 21, 2023 are deemed outstanding for computing the percentage ownership of the person holding such options, warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other person.

Except as otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares of Common Stock shown.

Certain information is based on the numbers of shares reported in the most recent Schedule 13D or Schedule 13G, as amended, as applicable, filed by stockholders with the SEC through June 21, 2023 and information provided by holders or otherwise known to the Company

(c) Includes (i) 7,500 shares of Common Stock underlying currently exercisable options and (ii) 201,667 shares of Class A common stock underlying currently exercisable stock appreciation rights.

(d) Includes 1,750 shares of Common Stock underlying currently exercisable options and 80,000 shares of Class A common stock underlying currently exercisable stock appreciation rights.

(e) Includes (i) 400 shares of Common Stock underlying currently exercisable options and (ii) 67,750 shares of Common Stock underlying currently exercisable stock appreciation rights.

(f) Includes 4,603 shares owned by Grassmere Partners LLC, of which Mr.

Brown is Chairman.

Brown disclaims beneficial ownership

of such shares except to the extent of any pecuniary interest therein.

(i) 189,270 shares of Common Stock owned directly, (ii) 1,400,000 shares of Common Stock subject to issuance upon exercise of currently

exercisable warrants held by Bison Entertainment and Media Group (“BEMG”), (iii) 9,005,772 shares of Common

Stock held by Mingtai Investment LP (“Mingtai”), (iv) 3,898,615 shares of Common Stock held by Antai Investment LP (“Antai”),

and (v) 7,266,367 shares of Common Stock held by Shangtai Asset Management LP (“Shangtai”).

BEMG is wholly-owned by Bison

Capital Holding Company Limited.

Xu’s spouse, Fengyun Jiang, is the sole owner of Bison Capital Holding Company Limited.

Mingtai is indirectly managed by a subsidiary of Bison Finance Group Limited (“BFGL”), which is controlled by Mr.

Brown disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

(g) Includes (i) 21,585 shares of Common Stock owned directly, (ii) 410,884 shares of Common Stock held by Mingtai Investment LP (“Mingtai”), (iii) 194,931 shares of Common Stock held by Antai Investment LP (“Antai”), and (v) 331,382 shares of Common Stock held by Shangtai Asset Management LP (“Shangtai”).

BEMG is wholly-owned by Bison Capital Holding Company Limited.

Xu’s spouse, Fengyun Jiang, is the sole owner of Bison Capital Holding Company Limited.

Mingtai is indirectly managed by a subsidiary of Bison Finance Group Limited (“BFGL”), which is controlled by Mr.

Shangtai is indirectly managed by a subsidiary of BFGL.

Xu controls the manager of the general partner of Antai.

address of Mr.

The business address of Mr.

Xu is 609-610 21st Century Tower, No.

40 Liangmaqiao Road, Chaoyang District, Beijing, China, 100016.

business address of Mingtai Investment LP is 609-610 21st Century Tower, No.

40 Liangmaqiao Road, Chaoyang District, Beijing, China,

a total of 4,194,740 shares that are not currently outstanding, consisting of (i) 193,000 shares of Common Stock underlying currently

exercisable options, (ii) 3,712,610 shares of Common Stock underlying currently exercisable stock appreciation rights, and (iii)

1,400,000 shares of Common Stock subject to issuance upon exercise of currently exercisable warrants.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

(h) Includes a total of 422,400 shares that are not currently outstanding, consisting of (i) 9,650 shares of Common Stock underlying currently exercisable options and (ii) 412,750 shares of Common Stock underlying currently exercisable stock appreciation rights

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Transactions

The Audit Committee, pursuant to its charter, is responsible for the

review and oversight of all related party transactions and other potential conflict of interest situations, by review in advance or ratification

The Audit Committee, pursuant to its charter, is responsible for the review and oversight of all related party transactions and other potential conflict of interest situations, by review in advance or ratification afterward.

The Audit Committee charter does not set forth specific standards to be applied;

rather, the Audit Committee reviews each

transaction individually on a case by case, facts and circumstances basis.

On January 5, 2022, the Company entered into a letter agreement with

Hyde Park, pursuant to which the Company and Hyde Park are collaborating on the development, production and/or distribution of a

project based on the novel Audition by Ryu Murakami (the “Audition Project”).

Each of the Company and Hyde Park

owns 50% of the rights in connection with the Audition Project.

The Company paid $100 thousand to Hyde Park plus $26 thousand in

legal fees to counsel for the Audition project.

Ashok Amritraj, a director of the Company, is the Chairman and CEO of Hyde Park and

has an interest in 100% of the revenues of Hyde Park.

Ashok Amritraj is a current board member and related party to the Company.

rather, the Audit Committee reviews each transaction individually on a case by case, facts and circumstances basis.

On January 5, 2022, the Company entered into a letter agreement with Hyde Park, pursuant to which the Company and Hyde Park are collaborating on the development, production and/or distribution of a project based on the novel Audition by Ryu Murakami (the “Audition Project”).

Each of the Company and Hyde Park owns 50% of the rights in connection with the Audition Project.

The Company paid $100 thousand to Hyde Park plus $26 thousand in legal fees to counsel for the Audition project.

Ashok Amritraj, a director of the Company, is the Chairman and CEO of Hyde Park and has an interest in 100% of the revenues of Hyde Park.

The approximate dollar value of the amount of Mr.

Armitraj's interest in the transaction is undeterminable at this time.

Amritraj is a current board member and related party to the Company.

On April 4, 2023, Christopher McGurk, the Company’s Chief Executive Officer and Chairman of the Board, purchased 1 share of the Company’s Series B Preferred Stock, $.001 par value, for $10,000 which hold 1,800,000,000 votes (not adjusted for Reverse Stock Split) only on a measure pertaining to a reverse stock split proposal of the Company under certain conditions.

The Series B Preferred has no right to vote on any other matter except as may be required by the General Corporation Law of the State of Delaware.

The share of Series B Preferred is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company.

The Series B Preferred did not have the right to be transferred at any time prior to stockholder approval of the reverse stock split matter without the prior written consent of the Company's Board of Directors.

The outstanding share was redeemed on June 9, 2023 for a price of $10,000 following the approval of the reverse stock split matter.

Director Independence

Please see the discussion of director independence under “MATTERS

RELATING TO OUT GOVERNANCE, Board of Directors” starting on page 44 above.

Please see the discussion of director independence under “MATTERS RELATING TO OUR GOVERNANCE, Board of Directors”

PRINCIPAL ACCOUNTANT FEES AND SERVICES

REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The Audit Committee oversees the Company’s

financial reporting process on behalf of the Board.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed

with management the audited financial statements in the Form 10-K, including a discussion of the acceptability of the accounting principles,

the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed and discussed with

the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited

financial statements with the standards of the Public Company Accounting Oversight Board, the matters required to be discussed by Statements

on Auditing Standards (SAS 61), as may be modified or supplemented, and their judgments as to the acceptability of the Company’s

accounting principles and such other matters as are required to be discussed with the Audit Committee under the standards of the Public

Company Accounting Oversight Board.

In addition, the Audit Committee has discussed

with the independent registered public accounting firm their independence from management and the Company, including receiving the written

disclosures and letter from the independent registered public accounting firm as required by the Independence Standards Board Standard

1, as may be modified or supplemented, and has considered the compatibility of any non-audit services with the auditors’ independence.

The Audit Committee discussed with the Company’s

independent registered public accounting firm the overall scope and plans for their audit.

The Audit Committee meets with the independent

registered public accounting firm, with and without management present, to discuss the results of their examinations and the overall

quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred

to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in

the Form 10-K for the year ended March 31, 2022 for filing with the SEC.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements in the Form 10-K, including a discussion of the acceptability of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed and discussed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with the standards of the Public Company Accounting Oversight Board, the matters required to be discussed by Statements on Auditing Standards (SAS 61), as may be modified or supplemented, and their judgments as to the acceptability of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board.

In addition, the Audit Committee has discussed with the independent registered public accounting firm their independence from management and the Company, including receiving the written disclosures and letter from the independent registered public accounting firm as required by the Independence Standards Board Standard No.

1, as may be modified or supplemented, and has considered the compatibility of any non-audit services with the auditors’

independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit.

The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examinations and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in the Form 10-K for the year ended March 31, 2023 for filing with the SEC.

Respectfully submitted,

2 unchanged sentences

Ashok Amritraj

THE FOREGOING AUDIT COMMITTEE REPORT SHALL NOT

BE “SOLICITING MATERIAL” OR BE DEEMED “FILED” WITH THE SEC, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE

INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES

IT BY REFERENCE INTO SUCH FILING.

EisnerAmper LLP served as the independent registered

public accounting firm to audit the Company’s consolidated financial statements since the fiscal year ended March 31, 2005 and

the Board has appointed EisnerAmper LLP to do so again for the fiscal year ending March 31, 2023.

The Company’s Audit Committee has adopted

policies and procedures for pre-approving all non-audit work performed by EisnerAmper LLP for the fiscal years ended March 31, 2022

In determining whether to approve a particular audit or permitted non-audit service, the Audit Committee will consider, among

other things, whether the service is consistent with maintaining the independence of the independent registered public accounting firm.

The Audit Committee will also consider whether the independent registered public accounting firm is best positioned to provide the most

effective and efficient service to our Company and whether the service might be expected to enhance our ability to manage or control

risk or improve audit quality.

Specifically, the Audit Committee has pre-approved the use of EisnerAmper LLP for detailed, specific types

of services within the following categories of non-audit services:

O’Brien

THE FOREGOING AUDIT COMMITTEE REPORT SHALL NOT BE “SOLICITING MATERIAL”

OR BE DEEMED “FILED”

WITH THE SEC, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.

EisnerAmper LLP served as the independent registered public accounting firm to audit the Company’s consolidated financial statements since the fiscal year ended March 31, 2005.

The Company’s Audit Committee has adopted policies and procedures for pre-approving all services, including non-audit work, performed by EisnerAmper LLP for the fiscal years ended March 31, 2023 and 2022.

In determining whether to approve a particular audit or permitted non-audit service, the Audit Committee will consider, among other things, whether the service is consistent with maintaining the independence of the independent registered public accounting firm.

The Audit Committee will also consider whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service to our Company and whether the service might be expected to enhance our ability to manage or control risk or improve audit quality.

Specifically, the Audit Committee has pre-approved the use of EisnerAmper LLP for detailed, specific types of services within the following categories of non-audit services:

acquisition due diligence and audit services;

1 unchanged sentence

and procedures that the Company requests EisnerAmper LLP to undertake on matters not required by laws or regulations.

In each case, the

Audit Committee has required management to obtain specific pre-approval from the Audit Committee for any engagements.

The aggregate fees billed for professional services by EisnerAmper

LLP for these various services were:

For the fiscal years ended

In each case, the Audit Committee has required management to obtain specific pre-approval from the Audit Committee for any engagements.

The aggregate fees billed for professional services by EisnerAmper LLP for these various services were:

For the fiscal year ended March 31,

(1) Audit Fees

1 unchanged sentence

(4) All Other Fees

In the above table, in accordance with the SEC’s

definitions and rules, “audit fees” are fees the Company paid EisnerAmper LLP for professional services for the audit of

the Company’s consolidated financial statements for the fiscal years ended March 31, 2022 and 2021 included in Form 10-K and review

of consolidated financial statements incorporated by reference into Form S-1 and Form S-3 and included in Form 10-Qs and for services

that are normally provided by the accountant in connection with statutory and regulatory filings or engagements;

“audit-related

fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of the

Company’s consolidated financial statements;

“tax fees” are fees for tax compliance, tax advice and tax planning;

“all other fees” are fees for any services not included in the first three categories.

All of the services set forth in sections

(1) through (4) above were approved by the Audit Committee in accordance with the Audit Committee Charter.

For the fiscal years ended March 31, 2022 and

2021, the Company retained a firm other than EisnerAmper LLP for tax compliance, tax advice and tax planning.

In the above table, in accordance with the SEC’s definitions and rules, “audit fees”

are fees the Company paid EisnerAmper LLP for professional services for the audit of the Company’s consolidated financial statements for the fiscal years ended March 31, 2023 and 2022 included in Form 10-K and review of consolidated financial statements incorporated by reference into Form S-1 and Form S-3 and included in Form 10-Qs and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements;

“audit-related fees”

are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements;

“tax fees”

are fees for tax compliance, tax advice and tax planning;

and “all other fees”

are fees for any services not included in the first three categories.

All of the services set forth in sections (1) through (4) above were approved by the Audit Committee in accordance with the Audit Committee Charter.

For the fiscal years ended March 31, 2023 and 2022, the Company retained a firm other than EisnerAmper LLP for tax compliance, tax advice and tax planning.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

See Index to Financial Statements on page 39 herein.

See Index to Financial Statements in Item 8 herein.

(a)(2) Financial Statement Schedules

(a)(3) Exhibits

The exhibits are listed in the Exhibit Index beginning on page 62

The exhibits are listed in the Exhibit Index beginning on the following page herein.

EXHIBIT INDEX

Description of Document

Fifth Amended and Restated Certificate of Incorporation of the Company.

Amended and Restated Bylaws of the Company, as amended.

Fifth Amended and Restated Certificate of Incorporation of the Company, as amended.*

Second Amended and Restated Bylaws of the Company.

Specimen certificate representing Class A common stock.

Specimen certificate representing Series A Preferred Stock.

Limited Recourse Pledge Agreement, dated as of February 28, 2013, made by Cinedigm Digital Cinema Corp.

in favor of Prospect Capital Corporation, as Collateral Agent.

Guaranty, Pledge and Security Agreement, dated as of February 28, 2013, made by Cinedigm DC Holdings, LLC, Access Digital Media, Inc.

and Access Digital Cinema Phase 2, Corp., in favor of Prospect Capital Corporation, as Collateral Agent.

Limited Recourse Guaranty Agreement, dated as of February 28, 2013, made by Cinedigm Digital Cinema Corp.

in favor of Prospect Capital Corporation, as Collateral Agent and as Administrative Agent.

Promissory Note dated April 10, 2020.

Security Agreement, dated as of October 18, 2011, among CDF2 Holdings, LLC and each Grantor from time to time party thereto and Société Générale, New York Branch, as Collateral Agent for CHG-Meridian U.S.

Security Agreement, dated as of October 18, 2011, among CDF2 Holdings, LLC and each Grantor from time to time party thereto and Société

Générale, New York Branch, as Collateral Agent for CHG-Meridian U.S.

Finance, Ltd.

And any other CHG Lease Participants.

Form of Warrant issued on December 23, 2016.

Warrant issued on December 29, 2017.

12 unchanged sentences

Trademark Security Agreement dated as of July 3, 2019 by and between Comic Blitz II LLC and East West Bank.

Trademark Security Agreement dated as of September 15, 2022 by and between East West Bank and each of Cinedigm Corp.

and the Guarantors thereto.

Description of Securities*

Form of Pre-Funded Warrant (48)

Form of Common Warrant (48)

Second Amended and Restated 2000 Equity Incentive Plan of the Company.

9 unchanged sentences

3 dated September 30, 2009 to the Second Amended and Restated 2000 Equity Incentive Plan of the Company.

Description of Document

Amendment No.

6 unchanged sentences

7 dated September 16, 2014 to the Second Amended and Restated 2000 Equity Incentive Plan of the Company.

Description of Document

Amendment No.

23 unchanged sentences

Form of Notice of Restricted Stock Award (Directors).

Term Loan Agreement, dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp., the Guarantors party thereto, the Lenders party thereto and Prospect Capital Corporation as Administrative Agent and Collateral Agent.

(15) (Confidential treatment granted under Rule 24b-2 as to certain portions which are omitted and filed separately with the SEC.)

Amendment No.

1, dated as of August 12, 2013, to Term Loan Agreement dated February 28, 2013 by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp., the Guarantors party thereto, the Lenders party thereto and Prospect Capital Corporation as Administrative Agent and Collateral Agent.

Omnibus Joinder, Amendment No.

2 to Term Loan Agreement and Amendment No.

1 to Guaranty, Pledge and Security Agreement, dated as of July 12, 2017, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp., Christie/AIX, Inc., Cinedigm Digital Funding I, LLC, the Lenders party thereto and Prospect Capital Corporation as Administrative Agent and Collateral Agent.

Form of Notice of Performance-Based Restricted Stock Unit Award .

Amendment No.

3, dated as of March 4, 2021, to Term Loan Agreement dated February 28, 2013 by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp., the Guarantors party thereto, the Lenders party thereto and Prospect Capital Corporation as Administrative Agent and Collateral Agent.

Equipment Purchase Agreement dated March 26, 2021 between Cinedigm Digital Funding I, LLC and American Multi-Cinema, Inc.

Equipment Purchase Agreement dated March 26, 2021 between Access Digital Cinema Phase 2, Corp., Access Digital Cinema Phase 2 B/AIX Corp.

6 to the 2017 Equity Incentive Plan.

Equipment Purchase Agreement effective as of March 17, 2021 between Cinedigm Digital Funding I, LLC and American Multi-Cinema, Inc.

Equipment Purchase Agreement effective as of March 17, 2021 between Access Digital Cinema Phase 2, Corp., Access Digital Cinema Phase 2 B/AIX Corp.

and American Multi-Cinema, Inc.

5 unchanged sentences

and Christopher J.

McGurk dated as of November 19, 2020.

Description of Document

McGurk dated as of December 10, 2020.

Employment Agreement between Cinedigm Corp.

and Christopher J.

McGurk dated as of December 10, 2020.

McGurk dated as of October 17, 2022.** (44)

Multiparty Agreement, dated as of October 18, 2011, among Cinedigm Digital Funding 2, LLC, as Borrower, Access Digital Cinema Phase 2, Corp., CDF2 Holdings, LLC, Cinedigm Digital Cinema Corp., CHG-MERIDIAN U.S.

Finance, Ltd., Société Générale, New York Branch, as Senior Administrative Agent and Ballantyne Strong, Inc., as Approved Vendor.

Finance, Ltd., Société

Générale, New York Branch, as Senior Administrative Agent and Ballantyne Strong, Inc., as Approved Vendor.

Master Equipment Lease No.

10 unchanged sentences

Form of Voting Agreement.

Loan, Security and Guaranty Agreement, dated as of March 30, 2018, by and between the Company, East West Bank and the Guarantors named therein.

Loan, Guaranty and Security Agreement, dated as of March 30, 2018, by and between the Company, East West Bank and the Guarantors named therein.

Amendment No.

5 unchanged sentences

Letter from East West Bank dated June 22, 2021.

Description of Document

Amended and Restated Loan, Guaranty and Security Agreement dated as of September 15, 2022 by and between Cinedigm Corp., East West Bank and the Guarantors named therein.

Employment Agreement dated as of September 13, 2021 between Cinedigm Corp.

and John Canning.

Form of Stock Appreciation Rights Agreement – Canning.

Form of Performance Stock Unit Agreement – Canning.

Form of Stock Appreciation Rights Agreement –

Form of Performance Stock Unit Agreement –

Employment Agreement between Cinedigm Corp.

1 unchanged sentence

Employment Agreement between Cinedigm Corp.

Loffredo dated as of May 16, 2023.

Employment Agreement between Cinedigm Corp.

and Erick Opeka dated as of December 23, 2020.

Support Letter dated June 29, 2020 from Bison Entertainment and Media Group.

Employment Agreement between Cinedigm Corp.

and Erick Opeka dated as of May 16, 2023.**(47)

Sales Agreement, dated July 6, 2020, by and between Cinedigm Corp., A.G.P./Alliance Global Partners and B.

Riley FBR, Inc.

Equity Purchase Agreement dated January 4, 2022 among the Company, and David Chu, Augustine Hong, Helen Hong, Michael Hong, Justin Lee, Steven Park, and Kingsoon Ong (collectively, the “Sellers”) and David Chu as representative of the Sellers.*

Amended and Restated Equity Purchase Agreement dated March 25, 2022 among the Company, and David Chu, Augustine Hong, Helen Hong, Michael Hong, Justin Lee, Steven Park, and Kingsoon Ong (collectively, the “Sellers”) and David Chu as representative of the Sellers.*

Employment Agreement between Cinedigm Corp.

and Antonio Huidor dated as of May 16, 2023.(47)

Purchase Agreement, dated April 4, 2023, by and between Cinedigm Corp.

and the purchaser named therein.

Securities Purchase Agreement dated June 14, 2023.

List of Subsidiaries.*

1 unchanged sentence

Powers of Attorney.* (Contained on signature page)

Officer’s Certificate Pursuant to 15 U.S.C.

Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .*

Officer’s Certificate Pursuant to 15 U.S.C.

Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

3 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Instance Document.

Taxonomy Extension Schema Document.

Taxonomy Extension Calculation Linkbase Document.

Taxonomy Extension Definition Linkbase Document.

Taxonomy Extension Label Linkbase Document.

Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Instance Document.*

Inline XBRL Taxonomy Extension Schema Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Inline XBRL Taxonomy Extension Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

1 unchanged sentence

Management compensatory arrangement.

** Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K.

The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Documents Incorporated Herein by Reference:

(1) Previously filed with the Securities and Exchange Commission

on November 4, 2003 as an exhibit to the Company’s Amendment No.

(1) Previously filed with the Securities and Exchange Commission on November 4, 2003 as an exhibit to the Company’s Amendment No.

3 to Registration Statement on Form SB-2 (File No.

(2) Previously filed with the Securities and Exchange Commission

on April 25, 2005 as an exhibit to the Company’s Registration Statement on Form S-8 (File No.

(3) Previously filed with the Securities and Exchange Commission

on September 24, 2007 as an exhibit to the Company’s Form 8-K (File No.

(4) Previously filed with the Securities and Exchange Commission

on April 3, 2008 as an exhibit to the Company’s Form 8-K (File No.

(5) Previously filed with the Securities and Exchange Commission

on May 14, 2008 as an exhibit to the Company’s Form 8-K (File No.

(6) Previously filed with the Securities and Exchange Commission

on September 10, 2008 as an exhibit to the Company’s Form 8-K (File No.

(7) Previously filed with the Securities and Exchange Commission

on February 9, 2009 as an exhibit to the Company’s Form 8-K (File No.

(8) Previously filed with the Securities and Exchange Commission

on October 6, 2009 as an exhibit to the Company’s Form 8-K (File No.

(9) Previously filed with the Securities and Exchange Commission

on October 27, 2009 as an exhibit to the Company’s Form 8-K (File No.

(10) Previously filed with the Securities and Exchange Commission

on September 21, 2009 as an exhibit to the Company’s Form 8-K (File No.

(11) Previously filed with the Securities and Exchange Commission

on September 16, 2010 as an exhibit to the Company’s Form 8-K (File No.

(12) Previously filed with the Securities and Exchange Commission

on April 24, 2012 as an exhibit to the Company’s Form 8-K (File No.

(13) Previously filed with the Securities and Exchange Commission

on October 24, 2011 as an exhibit to the Company’s Form 8-K (File No.

(14) Previously filed with the Securities and Exchange Commission

on September 14, 2012 as an exhibit to the Company’s Form 8-K (File No.

(15) Previously filed with the Securities and Exchange Commission

on March 4, 2013 as an exhibit to the Company’s Form 8-K (File No.

(16) Previously filed with the Securities and Exchange Commission

on September 17, 2014 as an exhibit to the Company’s Form 8-K (File No.

(17) Previously filed with the Securities and Exchange Commission

on August 12, 2015 as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2015 (File No.

(18) Previously filed with the Securities and Exchange Commission

on September 8, 2016 as an exhibit to the Company’s Form 8-K (File No.

(19) Previously filed with the Securities and Exchange Commission

on September 28, 2016 as an exhibit to the Company’s Form 8-K (File No.

(20) Previously filed with the Securities and Exchange Commission

on December 23, 2016 as an exhibit to the Company’s Form 8-K (File No.

(21) Previously filed with the Securities and Exchange Commission

on September 1, 2017 as an exhibit to the Company’s Form 8-K (File No.

(22) Previously filed with the Securities and Exchange Commission

on October 2, 2017 as an exhibit to the Company’s Registration Statement on Form S-8 (File No.

(23) Previously filed with the Securities and Exchange Commission

on November 6, 2017 as an exhibit to the Company’s Form 8-K (File No.

(24) Previously filed with the Securities and Exchange Commission

on November 16, 2017 as an exhibit to the Company’s Form 10-Q (File No.

(25) Previously filed with the Securities and Exchange Commission

on January 2, 2018 as an exhibit to the Company’s Form 8-K (File No.

(26) Previously filed with the Securities and Exchange Commission

on April 4, 2018 as an exhibit to the Company’s Form 8-K (File No.

(27) Previously filed with the Securities and Exchange Commission

on December 7, 2018 as an exhibit to the Company’s Form 8-K (File No.

(28) Previously filed with the Securities and Exchange Commission

on July 15, 2019 as an exhibit to the Company’s Form 8-K (File No.

(29) Previously filed with the Securities and Exchange Commission

on August 26, 2019 as an exhibit to the Company’s Form 8-K (File No.

(30) Previously filed with the Securities and Exchange Commission

on December 5, 2019 as an exhibit to the Company’s Form 8-K (File No.

(31) Previously filed with the Securities and Exchange Commission

on November 23, 2020 as an exhibit to the Company’s Form 8-K (File No.

(32) Previously filed with the Securities and Exchange Commission

on December 16, 2020 as an exhibit to the Company’s Form 8-K (File No.

(33) Previously filed with the Securities and Exchange Commission

on July 6, 2020 as an exhibit to the Company’s Form 10-K (File No.

(34) Previously filed with the Securities and Exchange Commission

on December 30, 2020 as an exhibit to the Company’s Form 8-K (File No.

(35) Previously filed with the Securities and Exchange Commission

on September 4, 2020 as an exhibit to the Company’s Form 8-K (File No.

(36) Previously filed with the Securities and Exchange Commission

on October 26, 2020 as an exhibit to the Company’s Form 8-K (File No.

(37) Previously filed with the Securities and Exchange Commission

on July 6, 2020 as an exhibit to the Company’s Registration Statement on Form S-3 (File No.

(38) Previously filed with the Securities and Exchange Commission

on August 14, 2020 as an exhibit to the Company’s Form 10-Q (File No.

(39) Previously filed with the Securities and Exchange Commission

on November 15, 2021 as an exhibit to the Company’s Form 10-Q (File No.

(40) Previously filed with the Securities and Exchange Commission

on August 10, 2021 as an exhibit to the Company’s Form 8-K (File No.

(41) Previously filed with the Securities and Exchange Commission

on October 12, 2021 as an exhibit to the Company’s Form 8-K (File No.

(42) Previously filed with the Securities and Exchange Commission

on October 12, 2021 as an exhibit to the Company’s Form 8-K (File No.

(43) Previously filed with the Securities and Exchange Commission

on September 17, 2021 as an exhibit to the Company’s Form 8-K (File No.

(44) Previously filed with the Securities and Exchange Commission

on September 9, 2021 as an exhibit to the Company’s Form 10-Q (File No.

(45) Previously filed with the Securities and Exchange Commission

on August 13, 2021 as an exhibit to the Company’s Form 8-K/A (File No.

(46) Previously filed with the Securities and Exchange Commission

on July 30, 2021 as an exhibit to the Company’s Form 10-K (File No.

FORM 10-K SUMMARY

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.

CINEDIGM CORP.

Christopher J.

(2) Previously filed with the Securities and Exchange Commission on April 25, 2005 as an exhibit to the Company’s Registration Statement on Form S-8 (File No.

(3) Previously filed with the Securities and Exchange Commission on September 24, 2007 as an exhibit to the Company’s Form 8-K (File No.

(4) Previously filed with the Securities and Exchange Commission on April 3, 2008 as an exhibit to the Company’s Form 8-K (File No.

(5) Previously filed with the Securities and Exchange Commission on May 14, 2008 as an exhibit to the Company’s Form 8-K (File No.

(6) Previously filed with the Securities and Exchange Commission on September 10, 2008 as an exhibit to the Company’s Form 8-K (File No.

(7) Previously filed with the Securities and Exchange Commission on February 9, 2009 as an exhibit to the Company’s Form 8-K (File No.

(8) Previously filed with the Securities and Exchange Commission on October 6, 2009 as an exhibit to the Company’s Form 8-K (File No.

(9) Previously filed with the Securities and Exchange Commission on October 27, 2009 as an exhibit to the Company’s Form 8-K (File No.

(10) Previously filed with the Securities and Exchange Commission on September 21, 2009 as an exhibit to the Company’s Form 8-K (File No.

(11) Previously filed with the Securities and Exchange Commission on September 16, 2010 as an exhibit to the Company’s Form 8-K (File No.

(12) Previously filed with the Securities and Exchange Commission on April 24, 2012 as an exhibit to the Company’s Form 8-K (File No.

(13) Previously filed with the Securities and Exchange Commission on October 24, 2011 as an exhibit to the Company’s Form 8-K (File No.

(14) Previously filed with the Securities and Exchange Commission on September 14, 2012 as an exhibit to the Company’s Form 8-K (File No.

(15) Previously filed with the Securities and Exchange Commission on September 17, 2014 as an exhibit to the Company’s Form 8-K (File No.

(16) Previously filed with the Securities and Exchange Commission on March 3, 2023 as an exhibit to the Company’s Form 8-K (File No.

(17) Previously filed with the Securities and Exchange Commission on September 8, 2016 as an exhibit to the Company’s Form 8-K (File No.

(18) Previously filed with the Securities and Exchange Commission on September 28, 2016 as an exhibit to the Company’s Form 8-K (File No.

(19) Previously filed with the Securities and Exchange Commission on September 1, 2017 as an exhibit to the Company’s Form 8-K (File No.

(20) Previously filed with the Securities and Exchange Commission on October 2, 2017 as an exhibit to the Company’s Registration Statement on Form S-8 (File No.

(21) Previously filed with the Securities and Exchange Commission on November 6, 2017 as an exhibit to the Company’s Form 8-K (File No.

(22) Previously filed with the Securities and Exchange Commission on November 16, 2017 as an exhibit to the Company’s Form 10-Q (File No.

(23) Previously filed with the Securities and Exchange Commission on January 2, 2018 as an exhibit to the Company’s Form 8-K (File No.

(24) Previously filed with the Securities and Exchange Commission on April 4, 2018 as an exhibit to the Company’s Form 8-K (File No.

(25) Previously filed with the Securities and Exchange Commission on December 7, 2018 as an exhibit to the Company’s Form 8-K (File No.

(26) Previously filed with the Securities and Exchange Commission on July 15, 2019 as an exhibit to the Company’s Form 8-K (File No.

(27) Previously filed with the Securities and Exchange Commission on August 26, 2019 as an exhibit to the Company’s Form 8-K (File No.

(28) Previously filed with the Securities and Exchange Commission on December 5, 2019 as an exhibit to the Company’s Form 8-K (File No.

(29) Previously filed with the Securities and Exchange Commission on December 16, 2020 as an exhibit to the Company’s Form 8-K (File No.

(30) Previously filed with the Securities and Exchange Commission on July 6, 2020 as an exhibit to the Company’s Form 10-K (File No.

(31) Previously filed with the Securities and Exchange Commission on December 30, 2020 as an exhibit to the Company’s Form 8-K (File No.

(32) Previously filed with the Securities and Exchange Commission on September 4, 2020 as an exhibit to the Company’s Form 8-K (File No.

(33) Previously filed with the Securities and Exchange Commission on October 26, 2020 as an exhibit to the Company’s Form 8-K (File No.

(34) Previously filed with the Securities and Exchange Commission on July 6, 2020 as an exhibit to the Company’s Registration Statement on Form S-3 (File No.

(35) Previously filed with the Securities and Exchange Commission on August 10, 2021 as an exhibit to the Company’s Form 8-K (File No.

(36) Previously filed with the Securities and Exchange Commission on October 12, 2021 as an exhibit to the Company’s Form 8-K (File No.

(37) Previously filed with the Securities and Exchange Commission on October 12, 2021 as an exhibit to the Company’s Form 8-K (File No.

(38) Previously filed with the Securities and Exchange Commission on September 17, 2021 as an exhibit to the Company’s Form 8-K (File No.

(39) Previously filed with the Securities and Exchange Commission on September 9, 2021 as an exhibit to the Company’s Form 10-Q (File No.

(40) Previously filed with the Securities and Exchange Commission on August 13, 2021 as an exhibit to the Company’s Form 8-K/A (File No.

(41) Previously filed with the Securities and Exchange Commission on July 30, 2021 as an exhibit to the Company’s Form 10-K (File No.

(42) Previously filed with the Securities and Exchange Commission on September 9, 2021 as an exhibit to the Company’s Form 10-Q (File No.

(43) Previously filed with the Securities and Exchange Commission on February 14, 2023 as an exhibit to the Company’s Form 10-Q (File No.

(44) Previously filed with the Securities and Exchange Commission on October 19, 2022 as an exhibit to the Company’s Form 8-K (File No.

(45) Previously filed with the Securities and Exchange Commission on November 10, 2022 as an exhibit to the Company’s Form 8-K (File No.

(46) Previously filed with the Securities and Exchange Commission on April 7, 2023 as an exhibit to the Company’s Form 8-K (File No.

(47) Previously filed with the Securities and Exchange Commission on May 22, 2023 as an exhibit to the Company’s Form 8-K (File No.

(48) Previously filed with the Securities and Exchange Commission on June 15, 2023 as an exhibit to the Company’s form 8-K (File No.

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.

Cineverse Corp.

June 29, 2023

/s/ Christopher J.

Christopher J.

Chief Executive Officer and

of the Board of Directors

Chairman of the Board of Directors

(Principal Executive Officer)

June 29, 2023

Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual

whose signature appears below hereby constitutes and appoints Christopher J.

POW ER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Christopher J.

McGurk and Gary S.

Loffredo, and each of them individually,

his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and

in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission

any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities

and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file

any and all such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate

in connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting

unto such agents, proxies and attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every

act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, and

hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his, her or their

substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Loffredo, and each of them individually, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, and hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Christopher J.

Chief Executive Officer and Chairman of the Board of

Chief Executive Officer and Chairman of the Board of Directors

June 29, 2023

Christopher J.

Directors (Principal Executive Officer)

Chief Financial Officer (Principal Financial Officer)

(Principal Executive Officer)

Chief Financial Officer

June 29, 2023

(Principal Financial and Accounting Officer)

/s/ Ashok Amritraj

June 29, 2023

Ashok Amritraj

/s/ Patrick O´Brien

Patrick O´Brien

/s/ Peixin Xu

June 29, 2023

/s/ Patrick O´Brien

June 29, 2023

Patrick O´Brien

June 29, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures