WIZARD
WORLD, INC.


 


March
1, 2016


 


Mr.
Randy Malinoff


25262
Prado De La Puma


Calabasas
California 91302


 


Dear
Randy:


 


Re:
Position of Interim Chief Operating Officer of Wizard World, Inc.


 


This
Letter Agreement (“Agreement”) shall set forth the principal terms of the agreement between you (“You”)
and Wizard World, Inc. (“Company”) under which you shall be employed to perform services on behalf of Company.


 


1.
Agreement to Employ: Commencing on the date of this Agreement, Company hereby employs You, and You hereby agree to be employed
by Company, pursuant to the terms and conditions hereof.


 


2.
Employment Period: Unless your employment shall sooner end, Company shall employ you for a term of 90 days commencing on
the date hereon and ending 90 days thereafter (the “Employment Period”). The Employment Period may be extended by
mutual agreement for successive 90 day periods.


 


3.
Position and Duties:


 


(a)
Title: During the Employment Period, You shall be employed as, and shall have the title of “Interim Chief Operating Officer”.
As Interim Chief Operating Officer, You shall have such duties, responsibilities and authority as are commensurate and consistent
with Your position and as are assigned by the Board of Directors of the Company (the “Board”).


 


(b)
Reporting Official: You shall report directly to and be subject to the supervision and authority of John D. Maatta, Chairman of
the Board (the “Reporting Official”).


 


(c)
You agree to perform such duties and services for Company diligently, competently and in a good-faith manner, devoting your full
time and attention to the Company.


 


4.
Indemnification: Company agrees to indemnify, defend, and hold you harmless to the maximum extent permitted by law against
any and all claims, judgments and settlements incurred in connection with the fact that You were or are an officer of Company.


 






    	 	 	 



    	 	 	



    

 


Mr.
Randy Malinoff


March
1, 2016


 


5.
Compensation:


 


(a)
Base Salary: You will receive a base salary at an annual rate of One Hundred Fifty Thousand Dollars ($150,000.00) payable pursuant
to Company’s customary payroll practices.


 


(b)
Performance Compensation: Provide that the term of this Agreement is ultimately extended so that You have performed one consecutive
year of service, then in that case, You shall be considered as eligible to receive a performance bonus which in all respects shall
be discretionary within the sole authority and the sound discretion and the judgment of the Board.


 


(c)
Benefit Plan: During the Employment Period You shall be entitled to participate in every benefit, savings, welfare, health or
other plans or arrangements that Company may establish for its employees, subject to the terms and conditions of any such plans.


 


6.
Covenant Not to Disclose, Compete or Solicit: Upon execution of this Agreement, You and the Company shall enter into that
certain Non-Disclosure, Non-Competition and Non-Solicitation Agreement in the form attached hereto as Exhibit A.


 


7.
Work Made for Hire: All services of every nature of description which you perform on behalf of Company shall be as a work
made for hire. This means that Company will own the Copyright in all materials created by You while employed under the terms of
this Agreement. Additionally Company shall own the Intellectual property of all materials on which you work while employed by
Company.


 


8.
Governing Law/Arbitration: This Agreement shall be governed by the laws of the State of California. In the event of any
dispute or controversy arising under this Agreement, such shall be adjudicated by Arbitration pursuant to the rules and procedures
of JAMS at their Santa Monica, California Office.


 






    	 	 	2



    	 	 	



    

 Mr.
                                         Randy Malinoff


March
1, 2016



 


	IT
    IS SO AGREED:	 	 	 
	 	 	 	 	 
	WIZARD
    WORLD, INC.	 	RANDY
    MALINOFF
	 	 	 	 	 
	By:	/s/
    John D. Maatta	 	/s/
    Randy Malinoff
	 	John
    D. Maatta 	 	 	 
	 	 	 	 	 
	Its:
    	 Chairman	 	 	 


 






    	 	 	3



    	 	 	



    

 Mr.
                                         Randy Malinoff


March
1, 2016



 


EXHIBIT
A 


 


NON-COMPETE,
NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT


 


(see
attached)


 






    	 	 	4



    	 	 	



    







 


NON-COMPETE,
NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT


 


THIS
NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) dated as of March 1, 2016, by and between
Wizard World, Inc., a Delaware corporation with a principal place of business at 2201 Park Place, Suite 101, El Segundo, California
90245 (“Employer”), and Randy Malinoff, an individual with an address at 25262 Prado De la Puma, Calabasas, California
91302 (“Employee” and together with Employer, the “Parties” and each, a “Party”).


 


WITNESSETH:


 


WHEREAS,
Employee is entering into that certain Letter Agreement, dated as of the date hereof, by and between Employee and Employer, wherein
Employee is agreeing to be employed as Interim Chief Operating Officer of the Company.


 


WHEREAS,
in connection with such employment, Employee has been and may be given further access to, generate, or otherwise come into contact
with certain proprietary and/or confidential information of Employer or clients of Employer; and


 


WHEREAS,
Employee and Employer desire to prevent the dissemination, unauthorized disclosure or misuse of such information.


 


NOW
THEREFORE, the parties hereto mutually agree as follows:


 


1.
Covenant Not to Solicit. During the period commencing on the date hereof and ending upon the termination of Employee’s
employment for any reason, Employee shall not, directly or indirectly, for Employee’s benefit or the benefit of a third
party, (i) induce or attempt to induce any employees of Employer to leave the employ of Employer or diminish his or her relationship
or Employer or (ii) solicit the business of any client or customer of Employer, or any client or customer that could reasonably
be expected to be a client or customer of Employer, during Employee’s period of employment with the Company.


 


2.
Covenant Not to Compete. Except as a passive investor in less than five percent (5%) of the equity securities of a publicly
held company, during the period commencing on the date hereof and ending upon the termination of Employee’s employment for
any reason, Employee shall not engage in, own or control an interest in, or act as principal, director or officer of, or consultant
to, any firm or corporation (i) engaged in a venture or business substantially similar to that of Employer or (ii) which is in
direct or indirect competition with Employer within the United States of America, its territories and possessions.


 






    	 	Exhibit
                                         A
	 
	 	A-1	 



    	 	 	



    

 


3.
Proprietary Information.


 


(a)
For purposes of this Agreement, “Proprietary Information” shall mean any information belonging to the business of
Employer that has not previously been publicly released by duly authorized representatives of Employer and shall include (but
shall not be limited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing
information, computer programs (including source code, object code, algorithms and models), customer information, customer lists,
and all methods, concepts, know-how or ideas and confidential information belonging to Employer and Employer’s customers
or clients. Employee agrees to regard and preserve as confidential all Proprietary Information whether Employee has such Proprietary
Information in Employee’s memory or in writing or other physical form.


 


(b)
Notwithstanding the foregoing, “Proprietary Information” shall not include information that (i) is disseminated to
the public at no fault of Employee, (ii) was obtained from a third party that did not have an obligation of confidentiality to
Employer, (iii) is already in the possession of Employee and (iv) constitutes any information proposals, marketing and sales plans,
financial information, costs, pricing information, computer programs (including source code, object code, algorithms and models),
customer information, customer lists, and all methods, concepts, know-how or ideas, created or generated by Employee for which
Employer has not been fully compensated.


 


(c)
Employee will not, without written authority from Employer to do so, directly or indirectly, disclose or use any Proprietary Information
for Employee’s benefit or purposes, nor disclose any Proprietary Information to others, either during the term of Employee’s
employment by Employer or thereafter, except as required by the conditions of Employee’s employment by Employer.


 


(d)
No work or intellectual property created by Employee shall be deemed work for hire and Employer shall only have the rights to
such work or intellectual property after fully compensating Employee for such work or intellectual property.


 


4.
Saving Provision. Employee expressly agrees that the covenants set forth in this Agreement are being given to Employer
in connection with the employment of Employee by Employer and that such covenants are intended to protect Employer against the
competition by Employee, within the terms stated, to the fullest extent deemed reasonable and permitted in law and equity. In
the event that the foregoing limitations upon the conduct of Employee are beyond those permitted by law, such limitations, both
as to time and geographical area, shall be, and be deemed to be, reduced in scope and effect to the maximum extent permitted by
law.


 


5.
Injunctive Relief. Employee acknowledges that (i) disclosure of any Proprietary Information or breach of any of the non-competitive
covenants or agreements contained herein will give rise to irreparable injury to Employer or clients of Employer that would be
inadequately compensable in damages. Accordingly, Employer, or where appropriate a client of Employer, may seek and obtain injunctive
relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may
be available. Employee further acknowledges and agrees that in the event of the termination of employment with Employer, (ii)
Employee’s experience and capabilities are such that Employee can obtain employment in business activities which are of
a different or non-competing nature with his or her activities as an employee of Employer and (iii) the enforcement of a remedy
hereunder by way of injunction shall not prevent Employee from earning a reasonable livelihood. Employee further acknowledges
and agrees that the covenants contained herein are necessary for the protection of the Company’s legitimate business interests
and are reasonable in scope and content, and that Employee will, promptly upon the request of Employer at any time, cause any
subsequent employer to execute and deliver to Employer a confidentiality and non-disclosure agreement in substantially the form
of Section 2 hereof and otherwise satisfactory to Employer.


 






    	 	Exhibit
                                         A
	 
	 	A-2	 



    	 	 	



    

 


6.
Enforceability. The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause
of action of Employee against Employer whether predicated on this Agreement or otherwise.


 


7.
Term. This Agreement shall commence on the date hereof and shall terminate upon the termination of Employee’s employment
for any reason, except that Sections 3, 5, 6 and 8 shall survive the expiration or termination of this Agreement.


 


8.
Governing Law. The Agreement shall be construed in accordance with the laws of the State of California and any dispute
under this Agreement will only be brought in the state and federal courts located in the State of California.


 


9.
General. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof. This Agreement
may be modified only by an instrument in writing signed by both Parties hereto. Any notice to be given under this Agreement shall
be sufficient if it is in writing and is sent by certified or registered mail to Employee at his residence address as the same
appears on the books and records of Employer or to Employer at its principal office, attention of the President, or otherwise
as directed by Employer, from time to time. Non-compliance with any one paragraph of this Agreement shall not have an effect on
the validity of any other part of this Agreement. The provisions of this Agreement relating to confidentiality or non-competition
shall survive the termination of employment, however caused.


 


[-signature
page follows-]


 






    	 	Exhibit
                                         A
	 
	 	A-3	 



    	 	 	



    







 


IN
WITNESS HEREOF, the undersigned execute this Agreement as of the date first set forth above.


 


	 	EMPLOYER
	 	 
	 	WIZARD
    WORLD, INC.
	 	 	 
	 	By:	/s/
    John D. Maatta
	 	Name:
    	John
    D. Maatta
	 	Title:
    	Chairman
    
	 	 	 
	 	EMPLOYEE
	 	 
	 	/s/
    Randy Malinoff
	 	Randy
    Malinoff