What changed in this filing

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Item 9A. Controls and Procedures

2022-07-01 compared with 2021-07-30 · 1232 added, 1382 removed, 268 unchanged (91% 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

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

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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 Operating Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures

(as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31,

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 Operating 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, 2021.

Management’s Report on Internal

Control Over Financial Reporting

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

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

Based on our evaluation, management concluded

that our internal control over financial reporting was not effective as of March 31, 2021 and identified the following material weaknesses:

● Financial Close Process :

the Company did

not maintain an effective control environment related to the financial close process due to significant turnover of personnel in the accounting

function where there was an insufficient complement of personnel, contributing to:

○ the Company did not design and maintain effective controls over the financial close process including

timely and sufficient analysis of certain financial statement account balances;

○ the Company did not identify and evaluate certain transactions under the appropriate accounting literature;

○ the Company did not perform timely and sufficient analysis of certain financial statement account balances

as part of the financial close process.

● Information and Communication Controls :

the Company did not design

and maintain effective controls regarding significant transaction cycles to ensure policies and procedures designed to mitigate the risks

to the achievement of objectives are carried out.

A material weakness is a deficiency, or combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

As this deficiency created

a reasonable possibility that a material misstatement would not be prevented or detected in a timely basis, management concluded that

the control deficiency represented a material weakness and accordingly our internal control over financial reporting was not effective

as of March 31, 2021.

Management concluded that additional formal procedures should be implemented in the financial close and reporting

process to ensure that appropriate and timely reviews occur on all financial reporting analysis.

Management also concluded that due to employee

turnover within our corporate accounting group as of March 31, 2021, 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.

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 .

Following identification

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

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.

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Company’s financial statements.

The steps we took to address the deficiencies

identified included:

appointed an SVP Finance and Accounting;

● we have engaged in efforts to restructure accounting

processes and revise organizational structures to enhance accurate accounting and appropriate financial reporting;

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

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

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

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

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.

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,

2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial

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.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

McGurk, 64 , has been the Company’s Chief Executive Officer and Chairman of the Board since January 2011.

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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

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.

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.

From 1988 to 1996,

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 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.

extensive career in various sectors of the theatrical production and exhibition industry will provide the Company with the benefits of

his knowledge of and experience in this field, as well as his wide-spread contacts within the industry.

“Tom” Bu, 41 , has been a member of the Board since March 2020.

He served as an Audit/Financial Director for Bison Finance

(HK:00888) from June 2017 through May 2021.

From October 2017 through June 2019, he was the Chief Financial Officer of Xynomic

Pharmaceuticals Holdings, Inc., f/k/a Bison Capital Acquisition Corp.

From December 2013 to May 2017, Mr.

Bu served as an

audit manager at KPMG Huazhen LLC.

From October 2010 to December 2013, Mr.

Bu served as the audit manager at KPMG Advisory (China) Limited.

Bu graduated from Shandong Economic University with a Bachelor’s Degree in International Trade in June 2007 and graduated from

Ocean University of China with a Master’s Degree in Economics in June 2010.

Bu is a certified public accountant in China (CICPA).

Bu is a designee of Bison in accordance with the Stock Purchase Agreement (the “Bison Agreement”) dated as of June 29,

2017, by and between the Company and Bison Entertainment Investment Limited, a wholly owned subsidiary of Bison.

Bu brings knowledge

of doing business in China, as well as financial and accounting experience, to the Board.

Brown, 62 , 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.

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.

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

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

Ashok Amritraj , 66, has been a member of the Board since August

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.

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.

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

EPR), a specialty real estate investment trust (REIT).

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 services.

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

Past additional public company boards include:

National CineMedia, Inc., Midway Games,

Inc., LabOne, Inc., and Protection One, Inc.

Brown’s extensive experience in the theatrical exhibition and entertainment industry

and other public company boards provides the Board with valuable knowledge and insight relevant to the Company’s business.

O’Brien , 74, 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.

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.

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.

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.

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.

O’Brien brings to the

Board his seasoned executive and business expertise in private and public companies with an emphasis on financial analysis and business

Xu, 49 , 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.

2013 to the present, Mr.

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.

Xu brings to the Board investment experience, including in the media industry, in the

United States and in China.

Company’s executive officers are Christopher J.

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.

From 2013 to the present, Mr.

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.

President, Chief Operating Officer, General Counsel, and Secretary, and Erick Opeka, Executive Vice

President and President of Cinedigm Digital Networks.

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.

Biographical information for Mr.

McGurk is included above.

Loffredo, 56, has been the Company’s President since December 2020, Chief Operating Officer since February 2019, and General

Counsel and Secretary since October 2011.

He 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.

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,

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.

As part of his role

as Chief Operating Officer of the Company, the Company’s finance team reports directly to Mr.

Opeka, 47, 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 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 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 others.

Company’s key employee, other than executive officers, Yolanda Macías, Chief Content Officer of Cinedigm Entertainment Group.

Macías , 56, 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.

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.

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

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.

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.

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

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of

its Class A 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 Company’s Class A common stock failed to comply with Section 16(a) reporting requirements during the fiscal year

ended March 31, 2021 (the “Last Fiscal Year”), except for Mr.

Xu, who had multiple late Form 4 filings reporting multiple

transactions, and Mr.

Brown and Mr.

O’Brien, each of whom had one late Form 4 filing reporting one transaction.

of Business Conduct and Ethics

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.

Communications

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, 237 West 35th Street, Suite 605, 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.

RELATING TO OUR GOVERNANCE

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.

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.

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.

the Last Fiscal Year, the Board held five (5) meetings and acted sixteen (16) times by unanimous written consent in lieu of holding a

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.

No individual may be nominated for

election to the Board after his or her 73rd birthday.

Brown, Bu and O’Brien are considered “independent” under

the rules of the SEC and Nasdaq.

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

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

Audit Committee consists of Messrs.

Brown, Bu and O’Brien.

Brown is the Chairman of the Audit Committee.

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

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.

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

under the rules of the SEC and Nasdaq.

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.

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.

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.

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”).

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.

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

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.

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.

Audit Committee

The Audit Committee consists of Messrs.

Brown and O’Brien.

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

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

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.

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

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.

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

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

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.

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

the Last Fiscal Year, the Compensation Committee engaged Aon, a compensation consulting firm.

The consultant met with the Compensation

Committee multiple times during the Last Fiscal Year and provided guidance for cash and equity bonus compensation to executive officers

and directors, 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.

Committee Interlocks and Insider Participation

Compensation Committee currently consists of Messrs.

Compensation Committee

The Compensation Committee consists of Messrs.

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.

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.

of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of Securities and Exchange Commission

Regulation S-K.

Nominating Committee consists of Messrs.

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.

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.

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.

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.

Nominating Committee will consider any 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.

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

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

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).

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.

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.

Ownership Guidelines

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 Company, 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.

Environmental,

Social and Governance (ESG)

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 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;

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.

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

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.

Sustainability

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.

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.

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 Cinedigm.

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.

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.

Health and Safety

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.

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.

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 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.

EXECUTIVE COMPENSATION

DISCUSSION AND ANALYSIS

section describes the compensation program and related decisions for our Named Executive Officers (“NEOs”) in our fiscal

year ended March 31, 2021 (“Fiscal 2021”).

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.

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 basis.

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 50, which

provide historical compensation information for the following NEOs:

and Chief Executive Officer

Chief Operating Officer, General Counsel and Secretary

Strategy Officer and President of Cinedigm Digital Networks

CD&A Reference Guide

Program Overview

Philosophy and Objectives

of Compensation

Compensation Practices and Policies

Program Overview

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.

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.

the Company has evolved, so too has the compensation program.

During the last several years, Cinedigm’s executive compensation

for NEOs has been transitioning to a more performance-oriented program.

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 incentives.

compensation program generally consists of base salary, annual incentives, and long-term equity incentive compensation.

all of our NEOs receive some modest personal benefits and perquisites.

Retirement benefits are accumulated through the Company’s

401(k) plan, which is open to all employees.

The Company does not provide supplemental retirement benefits for NEOs.

All of the NEOs

have employment agreements with the Company.

the Company does not meet performance targets or the share price does not increase, executive pay and payouts are affected.

During Fiscal

2021, the Company made stock grants to employees, including the NEOs, to recognize extraordinary service contributions and loyalty to

the Company under difficult circumstances throughout the prior year.

Such stock grants to the NEOs consisted of 320,000 shares to Mr.

McGurk, 125,000 shares to Mr.

Loffredo and 125,000 shares to Mr.

In addition, during Fiscal 2021, certain Performance Stock Units

(“PSUs”) that were granted in 2018 and had vested were paid in shares, consisting of 320,000 to Mr.

McGurk, 100,000 shares

Loffredo and 100,000 shares to Mr.

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

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.

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 success.

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.

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.

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.

Steps in this direction include the continuation of the performance-based annual incentive program

(MAIP) and more regular equity grants.

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

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.

of the Independent Compensation Consultant

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.

Compensation Committee used 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 2021, Mr.

McGurk’s employment agreement was extended and his base salary was moderately increased.

In connection with such extension, Mr.

McGurk’s compensation was not significantly increased and accordingly the Compensation Committee

did not believe a new peer group comparison was necessary in connection therewith.

However, also in Fiscal 2021, the Company entered

into a new employment agreement with Mr.

Loffredo and amended Mr.

Opeka’s employment agreement, both of which were in connection

with promotions.

In connection therewith, the Compensation Committee developed a peer group with the assistance of Aon.

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.

connection with Mr.

Loffredo’s and Mr.

Opeka’s employment agreements, the Compensation Committee selected a peer group that

consisted of the following companies:

Networks, Inc.

Soup for the Soul Entertainment, Inc.

Cinemedia, Inc.

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.

Buzztime, Inc.

International, Inc.

RealNetworks,

National Cinemedia, Inc.

Dolphin Entertainment,

NTN Buzztime, Inc.

Reading International, Inc.

Glu Mobile Inc.

RealNetworks, Inc.

Harmonic Inc.

TechTarget, Inc.

Elements of Compensation

for executive officers is comprised primarily of three main components:

Compensation for executive officers is comprised

primarily of three main components:

incentive awards;

incentive equity grants.

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.

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).

fiscal 2021, the Compensation Committee adjusted the base salary of all of the NEOs in connection with their employment agreement amendments

or new agreement.

Incentive Awards

annual cash incentive component aims to ensure that our executive officers are aligned in reaching our short- and long-term goals.

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.

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 salary.

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.

target and maximum annual incentive opportunities for our NEOs for Fiscal 2021 were as follows:

Potential Awards

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)

Fiscal 2021, the Compensation Committee established performance measures and goals set forth in the table below.

The measures include

a Company and/or division component with a performance measure and an individual component.

Loffredo and Mr.

Opeka, who each led

a division in fiscal 2021, have a portion of their measurement determined by that division’s performance as compared to goals established

at the beginning of the fiscal year.

Executive Officers

Gary Loffredo

do not disclose performance targets, division targets or individual goals, as we believe that such disclosure would result in competitive

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.

Incentive Awards

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.

The 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.

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

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

units, cash-based awards, or other stock-based awards to employees, non-employee directors, and third-party consultants.

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.

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 units, subject to Earnings before Income Tax, Depreciation and Amortization (“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, with 50% of such shares to vest based on such targets for the period April 1, 2021 to March 31, 2022 and the other 50%

of such shares to vest based on such targets for the period April 1, 2022 to March 31, 2023.

The Company was given discretion to pay

such awards in cash or in stock.

McGurk was granted 250,000 performance units, Mr.

Loffredo was granted 150,000 performance units,

Opeka was granted 150,000 performance units.

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.

McGurk was granted 2,500,000 SARs, and Mr.

Loffredo and Mr.

Opeka were each granted 1,200,000 SARs.

The SARs granted to Mr.

McGurk have an exercise price of $.54, and one-half (1/2) of which vested on November 19, 2020 and one-half (1/2)

of which will vest on March 31, 2023.

The SARs granted to Mr.

Loffredo have an exercise price of $.64 and will vest as follows:

SARs will vest on March 31, 2022, 500,000 SARS will vest on March 31, 2023, and 200,000 SARs will vest on June 30, 2023.

The SARs granted

Opeka have an exercise price of $.64 and will vest as follows:

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

on March 31, 2023, and 200,000 SARs will vest on December 31, 2023.

Additional Compensation Arrangements, Policies and Practices

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.

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.

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

McGurk with a view toward increasing stockholder value.

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.

Agreement with Mr.

McGurk and Employment Arrangements for other NEOs

Company currently has employment agreements with 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 levels.

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.

Benefits and Perquisites

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.

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.

on Deductibility of Compensation

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.

Pursuant 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.

(“Clawback”) Policy

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.

on Speculative Transactions

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.

COMMITTEE REPORT

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.

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.

Based 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.

Compensation Discussion and Analysis discusses the philosophy, principles, and policies underlying the Company’s compensation programs

that were in effect during fiscal 2021.

Compensation Committee of the Board of Directors

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

Executive Officers

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.

COMPENSATION TABLE

Name and Principal

Incentive Plan

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.

SUMMARY COMPENSATION TABLE

Name and Principal Position(s)

Stock Awards ($)(1)

Option Awards ($)(2)

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

President, Chief Operating Officer, General

Counsel and Secretary

Chief Strategy Officer and President of Digital Networks

shares issued in November 2020 for fiscal year 2019 under performance share units (“PSUs”) to be paid during fiscal year

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

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.

8 unchanged sentences

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

Opeka, $830 and

$6,706, (b) for the fiscal year ended March 31, 2020:

Opeka, $1,104

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

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

2 unchanged sentences

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

$1,094 and $46,027;

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

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

agreements and arrangements between the Company and Named Executive Officers

On August 22, 2013, the Company entered into a new employment agreement with Mr.

McGurk (the “2013 McGurk Employment

Agreement”) which superseded his initial employment agreement, pursuant to which McGurk continued to serve as the Chief Executive

Officer and Chairman of the Board of the Company.

The term of the 2013 McGurk Employment Agreement commenced on January 3, 2011 and ended

on March 31, 2017.

Pursuant to the 2013 McGurk Employment Agreement, Mr.

McGurk received an annual base salary of $600,000 subject to

annual reviews and increases in the sole discretion of the Compensation Committee.

McGurk was entitled to receive a bonus of $250,000.

In addition, Mr.

McGurk was entitled to receive a retention bonus of $750,000, payable in three equal installments on March 31 of each

of 2015, 2016 and 2017 in cash or shares of Class A Common Stock, or a combination thereof, at the Compensation Committee’s discretion.

Under the MAIP, Mr.

McGurk’s target bonus for fiscal years 2015, 2016 and 2017 was $600,000.

pursuant to the 2013 McGurk Employment Agreement, Mr.

McGurk received a grant of non-statutory options to purchase 1,500,000 shares of

Common Stock, which options have an exercise price of $1.40 and a term of ten (10) years, and one-third (1/3) of which vested on March

31 of each of 2015, 2016 and 2017.

2013 McGurk Employment Agreement further provided that Mr.

McGurk is entitled to participate in all benefit plans provided to senior

executives of the Company.

In addition, if the Company terminated Mr.

McGurk’s employment without cause or he resigned with good

reason, the 2013 McGurk Employment Agreement provided that he would be entitled to receive his base salary through the later of March

31, 2017 or twelve (12) months following such termination, as well as payment of any bonus earned and approved by the Compensation Committee,

reimbursement of expenses incurred, and payment of benefits accrued, in each case, prior to the termination date.

If such termination

or resignation occurred within two years after a change in control, then in lieu of receiving his base salary as described above, Mr.

McGurk would have been entitled to receive a lump sum payment equal to the sum of his then base salary and target bonus amount, multiplied

by the greater of (i) two, or (ii) a fraction, the numerator of which would be the number of months remaining in the term (but no less

than twelve (12)), and the denominator of which is twelve.

Upon a change in control, any unvested options shall immediately vest provided

McGurk is an employee of the Company on such date.

January 4, 2017, Mr.

McGurk and the Company amended the 2013 McGurk Employment Agreement to extend the term to March 31, 2018.

June 7, 2018, Mr.

McGurk and the Company entered into an amendment (the “2018 Amendment”) to the 2013 McGurk Employment Agreement.

Pursuant to the 2018 Amendment, Mr.

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

through March 31, 2021.

The 2018 Amendment also provides that (i) if Mr.

McGurk’s employment continues after March 31, 2021 without

an extension or renewal of the Employment Agreement, as amended, or entry into another employment agreement, then such employment will

be at-will and, for the duration of the at-will employment, Mr.

McGurk will be entitled to receive the his base salary and participate

in the bonus, stock incentive, and benefit programs in effect at the expiration of the Term (as defined in the 2018 Amendment).

2018 Amendment also provides that Mr.

McGurk is eligible for (i) under the MAIP, a target bonus opportunity percentage of 100% of the

Base Salary, to be adjusted higher or lower at the sole and absolute discretion of the Compensation Committee consistent with goals established

from time to time by the Compensation Committee, (ii) under the 2017 Plan, performance share units for up to 640,000 shares of Class

A common stock, subject to the EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee, with

50% of such shares to vest on March 31 of each of 2019 and 2020, and (iii) under the 2017 Plan, 700,000 SARs having an exercise price

of $1.47 and a term of ten (10) years, and one-third (1/3) of which will vest on March 31 of each of 2019, 2020 and 2021.

2018 Amendment also provides that, in the event of a termination without Cause, Mr.

McGurk shall be entitled to payment of (i) the greater

of any Base Salary for the remainder of the Term or one year’s Base Salary and (ii) an amount equivalent to the average of the

last three (3) bonus payments under the MAIP, if any, under the Employment Agreement.

In addition, the Amendment provides that the existing

severance terms in connection with a Change in Control apply if all conditions to such payment occur prior to March 31, 2020, and that

if such conditions apply occur thereafter, then Mr.

McGurk shall be entitled to the payments described in the first sentence of this

paragraph instead.

terms of the 2013 McGurk Employment Agreement that were not affected by the Amendment remain in full force and effect.

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

McGurk (the “2020 McGurk Employment Agreement”).

The 2020 McGurk Employment Agreement took effect on April 1, 2021, after the 2013 McGurk Employment Agreement, as amended by the 2018

Amendment, terminated on March 31, 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.

the 2020 McGurk Employment Agreement, Mr.

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

2020 McGurk Employment Agreement provides that Mr.

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 “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 Class A 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.

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) his Target Bonus for the year of termination.

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

“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 October 13, 2013, the Company entered into an employment agreement with Mr.

Loffredo (the “2013 Loffredo Employment

Pursuant to the 2013 Loffredo Employment Agreement, Loffredo served as the Executive Vice President, Business Affairs,

General Counsel and Secretary of the Company and President of Digital Cinema Operations.

The 2013 Loffredo Employment Agreement ended

on October 3, 2015, and upon such expiration, Mr.

Loffredo became an at-will employee.

Pursuant to the 2013 Loffredo Employment Agreement,

Loffredo received an annual base salary of $340,000 subject to increase at the discretion of the Compensation Committee.

Loffredo was eligible for a target bonus equal to 50% of his base salary for each fiscal year, payable based on Company performance

with goals to be established annually by the Compensation Committee.

pursuant to the 2013 Loffredo Employment Agreement, Mr.

Loffredo received a grant of non-statutory options to purchase 350,000 shares

of Common Stock, one-third (1/3) of which vested on March 31 of each of the first three anniversaries of the grant date.

2013 Loffredo Employment Agreement further provided that if the Company terminated Mr.

Loffredo’s employment without cause or he

resigned with good reason, he would be entitled to receive his base salary for the longer of the remainder of the term or the (twelve)

12 months following the termination, as well as payment of salary and bonus(es) earned, reimbursement of expenses incurred, and payment

of benefits accrued, in each case, prior to the termination date.

If such termination or resignation occurs within two years after a

change in control, then in lieu of receiving his base salary as described above, Mr.

Loffredo would be entitled to receive a lump sum

payment equal to two times the sum of his then base salary and target bonus amount.

February 28, 2019, in connection with Mr.

Loffredo’s promotion to Chief Operating Officer, Mr.

Loffredo’s annual base salary

was increased to $425,000 and he became eligible for a target bonus equal to 60% of his base salary under the MAIP, consistent with goals

established annually by the Compensation Committee.

December 23, 2020, the Company entered into a new employment agreement with Mr.

Loffredo (the “2020 Loffredo Employment Agreement”),

which replaced the surviving terms of the 2013 Loffredo Employment Agreement, 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

Employment agreements between the Company and

Named Executives

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.

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.

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.

Pursuant to the 2020 Loffredo Employment Agreement, Mr.

1 unchanged sentence

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

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 Class A 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.

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.

Opeka, On September 15, 2018, the Company entered into an employment agreement with Mr.

Opeka (the “2018 Opeka Employment

Agreement”), pursuant to which Mr.

Opeka served as President Networks of the Company.

The term of the 2018 Opeka Employment Agreement

is from September 15, 2018 through September 15, 2021 and upon such expiration Mr.

Opeka will become an at-will employee.

in the 2018 Opeka Employment Agreement, Mr.

Opeka will receive an annual base salary of $325,000 subject to annual reviews and increase

for subsequent years in the sole discretion of the Compensation Committee, and Mr.

Opeka shall participate in the MAIP with a target

bonus equal to 35% of his base salary.

to the 2018 Opeka Employment Agreement, on September 28, 2018 Mr.

Opeka was granted 355,000 SARs.

Each SAR entitles the participant to

receive, upon exercise, an amount equal to the excess of the market price per share of the Class A common stock on the exercise date,

over $1.16, being not less than the market price per share of the Class A common stock on the grant date, in cash, common stock, or a

combination of both cash and common stock, at the option of the Company.

These SARs expire ten years from the grant date and vest 118,333

shares on each of March 31, 2019 and March 31, 2020, and 118,334 shares on March 31, 2021.

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

Opeka (the “2020 Opeka Employment Agreement”),

which replaced the 2018 Opeka employment Agreement, 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.

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.

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.

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 Class A 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 December 31, 2023.

Opeka will also be entitled to participate in all benefit

plans and programs that the Company provides to its senior executives.

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.

Compensation Plans

following table sets forth certain information, as of March 31, 2021, regarding the shares of Cinedigm’s Class A common stock authorized

for issuance under Cinedigm’s equity compensation plan.

Class A common stock

issuable upon

outstanding options,

warrants or rights (1)

exercise price

of outstanding

of Class A common stock

available for future

Cinedigm Second Amended and Restated 2000 Equity Incentive Plan (“the 2000 Plan”) approved by shareholders

Opeka will serve as Chief Strategy Officer of the Company and

continue to serve as President of Cinedigm 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

500,000 SARs vest on March 31, 2022, 500,000 SARs vest on March 31, 2023, and 200,000 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.

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

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 Cinedigm Class A Common Stock

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

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

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.

of Common Stock.

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.

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;

however, the adoption of the 2017 Plan did not

affect awards already granted under the 2000 Plan.

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.

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 Company’s Class A 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 Company’s Class A 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

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.

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.

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 Class A 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 Class A common stock or a combination thereof.

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 Class A Common Stock, or other securities of the Company, and may be paid in shares of Class A 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.

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.

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 Company’s Class A Common Stock on the date of

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 Company’s Class A 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

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 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.

1 unchanged sentence

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

Upon a change of control of the Company, where the Class A common

stock does not continue to be publicly traded, unless replacement awards are issued in connection with the transaction, all options (incentive

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.

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 Class A common stock or a combination thereof.

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

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.

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 Class A common stock

or a combination thereof.

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 Class A common stock, or other securities of the Company, and may be paid in shares of Class A 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.

respect to limits on Award grants under the 2017 Plan, aggregate shares granted to non-employee directors in any year may not exceed

Class A common stock is listed for trading on the Nasdaq under the symbol “CIDM”.

following table sets forth certain information concerning outstanding equity awards of the Company’s NEOs at the end of the Last

All outstanding stock awards reported in this table represent restricted stock that vests in equal annual installments over

At the end of the Last Fiscal Year, there were no unearned equity awards under performance-based plans.

EQUITY AWARDS AT MARCH 31, 2021

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 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.

OUTSTANDING EQUITY AWARDS AT MARCH 31, 2022

OPTION AWARDS (1)

Number of Securities

Underlying Unexercised

Number of Securities Underlying Unexercised Options

Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not

3 unchanged sentences

1,250,000 (4)

1,200,000 (12)

stock options granted under the 2000 Plan and SARs granted under the 2017 Plan.

2 unchanged sentences

of stock appreciation rights of which 1,250,000 vested on November 19, 2020, and 1,250,000 will vest on March 31, 2023.

options vested on August 17, 2012.

such total options, 1/4 vested on August 17 of each 2012, 2013, 2014 and 2015.

such total options, 1/3 vested on October 13 of each 2014, 2015 and 2016.

of stock appreciation rights which vest as to 1/3 on December 10 of each of 2019, 2020 and 2021.

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 April 20 of each of 2013, 2014, 2015 and 2016.

of such options vested on September 2 of each of 2015, 2016, 2017 and 2018.

(12) Consists

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 December

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.

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 (1)

O’Brien ( Lead Independent Director)

from the Board on November 3, 2020.

the past, each director who is not an employee of the Company was compensated for services as a director by receiving an annual cash

retainer for Board service of $50,000, payable quarterly in arrears, and an annual stock grant of restricted shares of Class A common

stock equal in value to $50,000 as of the last day of the fiscal quarter during which the Company’s annual meeting occurs, which

restricted shares shall vest on a quarterly basis during the year of service.

In addition to the cash and stock retainers paid to all

non-employee Directors for Board service, the Lead Independent Director received a fixed amount to be determined by the Nominating and

Governance Committee.

The directors may elect to receive any annual cash retainer in shares of vested Class A common stock, in lieu of

cash, based on the stock price as of the date of the cash payment.

The Company requires that Directors agree to retain 100% of their

net after tax shares received for board service until separation from the Company.

In addition, the Directors are reimbursed by the Company

for expenses of traveling on Company business, which to date has consisted of attending Board and Committee meetings.

February 2021, the Board amended the compensation package to non-employee directors.

Commencing the quarter ended March 31, 2021, the

annual cash retainer amount increased to $60,000, and commencing with the shares to be issued in connection with the Company’s

2021 annual meeting of stockholders, the annual stock grant of restricted shares of Class A common stock amount will increase to $90,000

based on the trailing 20-day volume weighted average price (“VWAP”) of the Class A 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.

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 Class A 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.

Company has adopted Stock Ownership Guidelines for its non-employee directors as discussed in Part III, Item 10 of this Report on Form

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

As of July 23, 2021, the Company’s directors,

executive officers, and principal stockholders beneficially own, directly or indirectly, in the aggregate, approximately 15.8% of its

outstanding Class A 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 July 23, 2021,

certain information with respect to the beneficial ownership of the Class A 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.

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.

CLASS A COMMON STOCK

Beneficially Owned

Shares Beneficially Owned (b)

Christopher J.

3,584,073 (c)

1,143,407 (d)

1,009,965 (e)

Ashok Amritraj

21,760,024 (g)

1 unchanged sentence

9,005,772 (h)

All directors and executive officers

as a group (7 persons)

All directors and executive officers as a group (7 persons)

27,214,627 (i)

otherwise indicated, the business address of each person named in the table is c/o Cinedigm Corp., 237 West 35th Street, Suite 605, New

York, New York 10001.

Applicable percentage of ownership is based on 167,800,341 shares of Class A Common Stock outstanding as of July 23, 2021 together with all applicable options, warrants and other securities convertible into shares of our Class A 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 Class A Common Stock subject to options, warrants or other convertible securities exercisable within 60 days after July 23, 2021 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 Class A 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 July 23, 2021 and information provided by holders or otherwise known to the Company.

(i) 150,000 shares of Class A common stock underlying currently exercisable options and (ii) 1,950,000 shares of Class A common stock

underlying currently exercisable stock appreciation rights.

65,000 shares of Class A common stock underlying currently exercisable options and 271,740 shares of Class A common stock underlying

currently exercisable stock appreciation rights.

(i) 12,000 shares of Class A common stock underlying currently exercisable options and (ii) 355,000 shares of Class A common stock underlying

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.

2 unchanged sentences

of such shares except to the extent of any pecuniary interest therein.

(i) 152,255 shares of Class A Common Stock owned directly, (ii) 1,400,000 shares of Class A Common Sock subject to issuance upon

exercise of currently exercisable warrants held by Bison Entertainment and Media Group (“BEMG”), (iii) 9,005,772

shares of Class A Common Stock held by Mingtai Investment LP (“Mingtai”), (iv) 3,898,615 shares of Class A Common Stock

held by Antai Investment LP (“Antai”), and (v) 7,266,367 shares of Class A 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.

(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.

Shangtai is indirectly managed by a subsidiary of BFGL.

the manager of the general partner of Antai.

The business address of Mr.

Xu controls the manager of the general partner of Antai.

address of Mr.

Xu is 609-610 21st Century Tower, No.

40 Liangmaqiao Road,

Chaoyang District, Beijing, China, 100016.

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) 227,000 shares of Class A common stock underlying

currently exercisable options, (ii) 2,567,740 shares of Class A common stock underlying currently exercisable stock appreciation

rights, and (iii) 1,400,000 shares of Class A common stock subject to issuance upon exercise of currently exercisable warrants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Party Transactions

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

July 12, 2019, the Company issued the Bison Convertible Note to Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison

1 (“Bison Global”), pursuant to which the Company borrowed from Bison Global $10.0 million.

On April 15, 2020,

the Company executed a letter amendment to the Bison Convertible Note, which, among other things, amended the Bison Convertible Note,

effective as of March 4, 2020, to change the maturity date to March 4, 2021.

During the fiscal year ended March 2021, with respect to

the Bison Convertible Note, (i) the largest aggregate amount of principal outstanding was $10.0 million, (ii) no principal was paid,

and (iii) no interest was paid.

On September 11, 2020, the Bison Convertible Note was converted into 6,666,667 shares of Class A common

stock in accordance with its terms, and as of March 31, 2021, no principal amount was outstanding.

A subsidiary of Bison Finance

Group Limited (“BFGL”), which is controlled by Peixin Xu, one of our directors, acts as manager of Bison Global.

October 9, 2018, the Company issued the Convertible Note to Mingtai.

On October 9, 2019, the Company exercised its option to extend the

Convertible Note held by Mingtai for an additional year to October 9, 2020.

During the fiscal year ended March 2020, with respect to

the Convertible Note, (i) the largest aggregate amount of principal outstanding was $5,000,000, (ii) no principal was paid, and

(iii) no interest was paid.

On September 11, 2020, the Convertible Note was converted into 3,333,333 shares of Class A common stock in

accordance with its terms, and as of March 31, 2021, no principal amount was outstanding.

Mingtai is indirectly managed by

a subsidiary of BFGL, which is controlled by Peixin Xu, one of our directors.

April 10, 2020, the Company entered into the April Stock Purchase Agreement with Bison Global, Huatai Investment LP (“Huatai”),

Antai, Mingtai and Shangtai, to buy an aggregate of 223,380,000 outstanding Starrise ordinary shares from them and for the Company

to issue to them an aggregate of 29,855,081 shares of Common Stock in consideration therefor.

On April 15, 2020, this transaction was

Mingtai is indirectly managed by a subsidiary BFGL, which is controlled by Peixin Xu, one of our directors.

subsidiary acts as manager of Bison Global.

Shangtai and Huatai are indirectly managed by a subsidiary of BFGL.

Peixin Xu controls the

manager of the general partner of Antai.

see the discussion of director independence under “MATTERS RELATING TO OUR GOVERNANCE, Board of Directors” starting on page

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

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 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.

Director Independence

Please see the discussion of director independence under “MATTERS

RELATING TO OUT GOVERNANCE, Board of Directors” starting on page 44 above.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

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.

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.

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.

Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their

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.

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, 2021 for filing with the SEC.

Audit Committee of the Board of Directors

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.

Respectfully submitted,

The Audit Committee of the Board of Directors

Brown, Chairman

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.

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,

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, 2021 and 2020.

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;

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:

acquisition due diligence and audit services;

tax services;

and reviews 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.

aggregate fees billed for professional services by EisnerAmper LLP for these various services were:

For the fiscal years

ended March 31,

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

(1) Audit Fees

1 unchanged sentence

(4) All Other Fees

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, 2021 and 2020 included in Form 10-K and review of consolidated financial statements incorporated by reference into Form S-3 and Form

S-8 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

the fiscal years ended March 31, 2021 and 2020, the Company retained a firm other than EisnerAmper LLP for tax compliance, tax advice

and tax planning.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

Index to Financial Statements on page 42 herein.

Financial Statement Schedules

exhibits are listed in the Exhibit Index beginning on page 70 herein.

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.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

See Index to Financial Statements on page 39 herein.

(a)(2) Financial Statement Schedules

(a)(3) Exhibits

The exhibits are listed in the Exhibit Index beginning on page 62

EXHIBIT INDEX

Description of Document

Fifth Amended and Restated Certificate of Incorporation of the Company.

9 unchanged sentences

Promissory Note dated April 10, 2020.

Note issued on October 9, 2018.

Guaranty Agreement, dated as of July 14, 2016, among the Guarantors and in favor of Cortland Capital Market Services LLC, as Administrative and Collateral Agent.

Second Lien Security Agreement, dated as of July 14, 2016, among the Company, Loan Parties signatory thereto, certain Subsidiaries of the Company and Cortland Capital Market Services LLC, as Administrative and Collateral Agent.

Warrant issued on July 14, 2016.

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.

15 unchanged sentences

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

Description of Securities*

Convertible Subordinated Promissory Note dated July 12, 2019.

Letter Amendment dated April 15, 2020 by and between Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison Global No.

1 SP and Cinedigm Corp.

Trademark Security Agreement dated as of July 3, 2019 by and between Comic Blitz II LLC and East West Bank.

Second Lien Loan Agreement, dated as of July 14, 2016, among the Company, the lenders party thereto and Cortland Capital Market Services LLC, as Administrative and Collateral Agent.

First Amendment to Second Lien Loan Agreement, dated as of August 4, 2016, among the Company, the lender party thereto and Cortland Capital Market Services Inc.

as Administrative and Collateral Agent.

Second Amendment to Second Lien Loan Agreement, dated as of October 7, 2016, among the Company, the lenders party thereto and Cortland Capital Market Services LLC, as Administrative and Collateral Agent.

Third Amendment to Second Lien Loan Agreement, dated as of March 31, 2017, among the Company, the lenders party thereto and Cortland Capital Market Services Inc.

as Administrative and Collateral Agent.

Consent dated June 28, 2019 to Second Lien Loan Agreement among the Company, the lenders party thereto and Cortland Capital Market Services Inc.

as Administrative and Collateral Agent.

Consent dated June 26, 2020 to Second Lien Loan Agreement among the Company, the lenders party thereto and Cortland Capital Market Services Inc.

as Administrative and Collateral Agent.

Description of Securities*

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.

26 unchanged sentences

3 to the 2017 Equity Incentive Plan.

Registration Rights Agreement, dated as of August 4, 2016, among the Company and the holders party thereto.

Amendment No.

4 to the 2017 Equity Incentive Plan.

Amendment No.

5 to the 2017 Equity Incentive Plan (41)

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.

10 unchanged sentences

and American Multi-Cinema, Inc.

Strategic Advisor Agreement between Cinedigm Corp.

and Ronald L.

Chez dated as of April 3, 2017.

Lease for 15301 Ventura Boulevard, Sherman Oaks, CA, dated as of January 4, 2017 between Douglas Emmett 2016 and Cinedigm Corp.

Amended and Restated Employment Agreement between Cinedigm Digital Cinema Corp.

and Christopher J.

McGurk dated as of August 22, 2013.

Amendment to Amended and Restated Employment Agreement between Cinedigm Corp.

and Christopher J.

McGurk dated as of January 4, 2017.

Amendment No.

2 to Amended and Restated Employment Agreement between Cinedigm Corp.

and Christopher J.

McGurk dated as of June 7, 2018.

Common Stock Purchase Agreement dated as of October 12, 2021 between Cinedigm Corp.

Riley Principal Capital, LLC.

Registration Rights Agreement dated as of October 12, 2021 between Cinedigm Corp.

Riley Principal Capital, LLC.

Employment Agreement between Cinedigm Corp.

1 unchanged sentence

McGurk dated as of November 19, 2020.

Description of Document

Employment Agreement between Cinedigm Corp.

1 unchanged sentence

McGurk dated as of December 10, 2020.

Stock Option Agreement between Cinedigm Digital Cinema Corp.

and Christopher J.

McGurk dated as of December 23, 2010.

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.

19 unchanged sentences

4 to Loan, Guaranty and Security Agreement dated as of June 25, 2020 by and between the Company, East West Bank and the Guarantors named therein.

Employment Agreement between Cinedigm Corp.

Loffredo dated as of October 13, 2013.

Letter of Promotion between Cinedigm Corp.

Loffredo dated as of February 28, 2019.(40)

Letter from East West Bank dated June 22, 2021.

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.

Employment Agreement between Cinedigm Corp.

1 unchanged sentence

Employment Agreement between Cinedigm Corp.

and Erick Opeka dated as of September 15, 2018.

Employment Agreement between Cinedigm Corp.

and Erick Opeka dated as of December 23, 2020.

Securities Purchase Agreement dated February 2, 2021 between Cinedigm Corp.

and Ionic Ventures, LLC.

Support Letter dated July 10, 2019 from Bison Entertainment and Media Group.

Exchange Agreement dated as of January 21, 2021 between Cinedigm Corp.

and Wolverine Flagship Fund Trading Limited.

Agreement dated as of December 4, 2020 among Cinedigm Corp.

and Byline Bank f/k/a First Bank & Trust as Custodian of the Ronald L.

Chez IRA #1073.

Stock Purchase Agreement dated April 10, 2020, among Cinedigm Corp., Bison Global Investment SPC - Bison Global No.

1 SP, Huatai Investment LP, Antai Investment LP, Mingtai Investment LP and Shangtai Asset Management LP (43)

Securities Purchase Agreement dated May 20, 2020.

Support Letter dated June 29, 2020 from Bison Entertainment and Media Group.

Exchange Agreement dated as of June 24, 2020 among Cinedigm Corp.

and BlueMountain Global Volatility Master Fund L.P., BlueMountain Logan Opportunities Master Fund L.P., Blue Mountain Credit Alternatives Master Fund L.P., BlueMountain Montenvers Master Fund SCA SICAV-SIF, and BlueMountain Foinaven Master Fund L.P.

Exchange Agreement dated as of December 4, 2020 among Cinedigm Corp., Lotus Investors LLC, Hedy Klineman Marital Trust, UVE Partners, LLC, and Hudson Asset Partners LLC.

Securities Purchase Agreement dated July 16, 2020 among Cinedigm Corp., Anson Investments Master Fund LP, Anson East Master Fund LP and CVI Investments, Inc.

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.*

List of Subsidiaries.*

9 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

compensatory arrangement.

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.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

† Management compensatory arrangement.

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.

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 January 3, 2011 as an exhibit to the Company’s Form 8-K (File No.

(12) Previously

filed with the Securities and Exchange Commission on September 16, 2010 as an exhibit to the Company’s Form 8-K (File No.

(13) Previously

filed with the Securities and Exchange Commission on April 24, 2012 as an exhibit to the Company’s Form 8-K (File No.

(14) Previously

filed with the Securities and Exchange Commission on October 24, 2011 as an exhibit to the Company’s Form 8-K (File No.

(15) Previously

filed with the Securities and Exchange Commission on September 14, 2012 as an exhibit to the Company’s Form 8-K (File No.

(16) Previously

filed with the Securities and Exchange Commission on March 4, 2013 as an exhibit to the Company’s Form 8-K (File No.

(17) Previously

filed with the Securities and Exchange Commission on August 28, 2013 as an exhibit to the Company’s Form 8-K (File No.

(18) Previously

filed with the Securities and Exchange Commission on September 17, 2014 as an exhibit to the Company’s Form 8-K (File No.

(19) 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.

(20) Previously

filed with the Securities and Exchange Commission on November 7, 2016 as an exhibit to the Company’s Registration Statement on

Form S-1 (File No.

(21) Previously

filed with the Securities and Exchange Commission on September 8, 2016 as an exhibit to the Company’s Form 8-K (File No.

(22) Previously

filed with the Securities and Exchange Commission on September 28, 2016 as an exhibit to the Company’s Form 8-K (File No.

(23) Previously

filed with the Securities and Exchange Commission on August 15, 2016 as an exhibit to the Company’s Form 10-Q (File No.

(24) Previously

filed with the Securities and Exchange Commission on July 19, 2016 as an exhibit to the Company’s Form 8-K (File No.

(25) Previously

filed with the Securities and Exchange Commission on January 10, 2017 as an exhibit to the Company’s Form 8-K (File No.

(26) Previously

filed with the Securities and Exchange Commission on December 23, 2016 as an exhibit to the Company’s Form 8-K (File No.

(27) Previously

filed with the Securities and Exchange Commission on April 7, 2017 as an exhibit to the Company’s Form 8-K (File No.

(28) Previously

filed with the Securities and Exchange Commission on June 29, 2017 as an exhibit to the Company’s Form 10-K (File No.

(29) Previously

filed with the Securities and Exchange Commission on September 1, 2017 as an exhibit to the Company’s Form 8-K (File No.

(30) 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.

(31) Previously

filed with the Securities and Exchange Commission on November 6, 2017 as an exhibit to the Company’s Form 8-K (File No.

(32) Previously

filed with the Securities and Exchange Commission on November 16, 2017 as an exhibit to the Company’s Form 10-Q (File No.

(33) Previously

filed with the Securities and Exchange Commission on January 2, 2018 as an exhibit to the Company’s Form 8-K (File No.

(34) Previously

filed with the Securities and Exchange Commission on April 4, 2018 as an exhibit to the Company’s Form 8-K (File No.

(35) Previously

filed with the Securities and Exchange Commission on June 11, 2018 as an exhibit to the Company’s Form 8-K (File No.

(36) Previously

filed with the Securities and Exchange Commission on December 7, 2018 as an exhibit to the Company’s Form 8-K (File No.

(37) Previously

filed with the Securities and Exchange Commission on October 12, 2018 as an exhibit to the Company’s Form 8-K (File No.

(38) Previously

filed with the Securities and Exchange Commission on October 17, 2013 as an exhibit to the Company’s Form 8-K (File No.

(39) Previously

filed with the Securities and Exchange Commission on July 15, 2019 as an exhibit to the Company’s Form 8-K (File No.

(40) Previously

filed with the Securities and Exchange Commission on July 16, 2019 as an exhibit to the Company’s Form 10-K (File No.

(41) Previously

filed with the Securities and Exchange Commission on August 26, 2019 as an exhibit to the Company’s Form 8-K (File No.

(42) Previously

filed with the Securities and Exchange Commission on December 5, 2019 as an exhibit to the Company’s Form 8-K (File No.

(43) Previously

filed with the Securities and Exchange Commission on April 16, 2020 as an exhibit to the Company’s Form 8-K (File No.

(44) Previously

filed with the Securities and Exchange Commission on May 21, 2020 as an exhibit to the Company’s Form 8-K (File No.

(45) Previously

filed with the Securities and Exchange Commission on June 26, 2020 as an exhibit to the Company’s Form 8-K (File No.

(46) Previously

filed with the Securities and Exchange Commission on November 16, 2020 as an exhibit to the Company’s Form 10-Q (File No.

(47) Previously

filed with the Securities and Exchange Commission on November 23, 2020 as an exhibit to the Company’s Form 8-K (File No.

(48) Previously

filed with the Securities and Exchange Commission on December 16, 2020 as an exhibit to the Company’s Form 8-K (File No.

(49) Previously

filed with the Securities and Exchange Commission on July 6, 2020 as an exhibit to the Company’s Form 10-K (File No.

(50) Previously

filed with the Securities and Exchange Commission on December 30, 2020 as an exhibit to the Company’s Form 8-K (File No.

(51) Previously

filed with the Securities and Exchange Commission on February 3, 2021 as an exhibit to the Company’s Form 8-K (File No.

(52) Previously

filed with the Securities and Exchange Commission on February 22, 2021 as an exhibit to the Company’s Form 10-Q (File No.

(53) Previously

filed with the Securities and Exchange Commission on December 7, 2020 as an exhibit to the Company’s Form 8-K (File No.

(54) Previously

filed with the Securities and Exchange Commission on September 4, 2020 as an exhibit to the Company’s Form 8-K (File No.

(55) Previously

filed with the Securities and Exchange Commission on October 26, 2020 as an exhibit to the Company’s Form 8-K (File No.

(56) Previously

filed with the Securities and Exchange Commission on July 16, 2020 as an exhibit to the Company’s Form 8-K (File No.

(57) 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.

(58) Previously

filed with the Securities and Exchange Commission on August 14, 2020 as an exhibit to the Company’s Form 10-Q (File No.

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.

July 29, 2021

/s/ Christopher J.

(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.

Chief Executive Officer and

Chairman of the Board of Directors

of the Board of Directors

(Principal Executive Officer)

July 29, 2021

President, Chief Operating Officer,

General Counsel and Secretary

Chief Financial Officer

(Principal Financial Officer)

ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Christopher J.

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.

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.

POWER 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.

/s/ Christopher J.

Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

July 29, 2021

Chief Executive Officer and Chairman of the Board of

Christopher J.

President, Chief Operating Officer, General Counsel and Secretary (Principal Financial Officer and Principal Accounting Officer)

July 29, 2021

Directors (Principal Executive Officer)

Chief Financial Officer (Principal Financial Officer)

/s/ Ashok Amritraj

Ashok Amritraj

/s/ Patrick O´Brien

July 29, 2021

Patrick O´Brien

/s/ Peixin Xu

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