WIZARD
WORLD, INC.


 


DIRECTOR
AND OFFICER INDEMNIFICATION AGREEMENT


 


This
Director and Officer Indemnification Agreement, dated as of March 17, 2013 (the “Agreement”), is
made by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Paul L. Kessler
(the “Indemnitee”).


 


RECITALS:


 


A.Section
141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under
the direction of its board of directors.


 


B.By
virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act
as fiduciaries of the corporation and its stockholders.


 


C.It
is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable persons
reasonably available to serve as directors and officers of the Company.


 


D.In
recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate
management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and
further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.


 


E.The
Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials
to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation,
and (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation
will absorb the costs of defending their honesty and integrity.


 


F.
The number of lawsuits challenging the judgment and actions of directors and officers of Delaware corporations, the costs
of defending those lawsuits and the threat to personal assets have all materially increased over the past several years, chilling
the willingness of capable women and men to undertake the responsibilities imposed on corporate directors and officers.


 


G.Recent
federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have exposed
such directors and officers to new and substantially broadened civil liabilities.


 


H.Under
Delaware law, a director’s or officer’s right to be reimbursed for the costs of defense of criminal actions, whether
such claims are asserted under state or federal law, does not depend upon the merits of the claims asserted against the director
or officer and is separate and distinct from any right to indemnification the director may be able to establish.


 




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I.Indemnitee
is, or will be, a director of the Company and his or her willingness to serve in such capacity is predicated, in substantial part,
upon the Company’s willingness to indemnify him in accordance with the principles reflected above, to the fullest extent
permitted by the laws of the State of Delaware, and upon the other undertakings set forth in this Agreement.


 


J.
In recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure
Indemnitee’s service as a director of the Company and to enhance Indemnitee’s ability to serve the Company in an
effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable
irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws
(collectively, the “Constituent Documents”), any change in the composition of the Company’s
Board of Directors (the “Board”) or any change-in-control or business combination transaction
relating to the Company), the Company wishes to provide in this Agreement for the indemnification and advancement of Expenses
(as defined herein) to Indemnitee on the terms, and subject to the conditions, set forth in this Agreement.


 


K.In
light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions
of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee
hereunder.


 


AGREEMENT:


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.Certain
Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this
Agreement with initial capital letters:


 


(a)“Change
in Control” shall have occurred at such time, if any, as Incumbent Directors cease for any reason to constitute
a majority of the directors. For purposes of this Section 1(a), “Incumbent Directors” means the individuals
who, as of the date hereof, are directors of the Company and any individual becoming a director subsequent to the date hereof
whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least
a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without objection to such nomination); provided, however, that an
individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result
of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended)
with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board.


 


(b)“Claim”
means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any inquiry
or investigation, whether made, instituted or conducted by the Company or any other Person, including, without limitation, any
federal, state or other governmental entity, that Indemnitee reasonably determines might lead to the institution of any such claim,
demand, action, suit or proceeding. For the avoidance of doubt, the Company intends the indemnity to be provided hereunder in
respect of acts or failure to act prior to, on or after the date hereof.


 




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(c)“Controlled
Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or
enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition,
“control” means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting
rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests
in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast
in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute
control for purposes of this definition.


 


(d)“Disinterested
Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification
is sought by Indemnitee.


 


(e)“Expenses”
means reasonable attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable
in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate,
defend, be a witness in or participate in (including on appeal), any Claim.


 


(f)“Indemnifiable
Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or
failure to act by Indemnitee in his capacity as a director, officer, employee or agent of the Company or as a director, officer,
employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust
or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company,
(ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication,
filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence,
or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current
or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred
to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any
obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of
the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the
Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or
was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise
and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise
is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a
Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s
Chief Executive Officer (“CEO”) (other than as the CEO himself)) caused or authorized Indemnitee to be nominated,
elected, appointed, designated, employed, engaged or selected to serve in such capacity.


 




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(g)“Indemnifiable
Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim; provided,
however, that Indemnifiable Losses shall not include Expenses incurred by Indemnitee in respect of any Indemnifiable Claim
(or any matter or issue therein) as to which Indemnitee shall have been adjudged liable to the Company, unless and only to the
extent that the Delaware Court of Chancery or the court in which such Indemnifiable Claim was brought shall have determined upon
application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification for such Expenses as the court shall deem proper.


 


(h)“Independent
Counsel” means a nationally recognized law firm, or a member of a nationally recognized law firm, that is experienced
in matters of Delaware corporate law and neither presently is, nor in the past five years has been, retained to represent: (i)
the Company (or any subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters
concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements) or (ii) any
other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(i)“Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other)
and amounts paid or payable in settlement, including, without limitation, all interest, assessments and other charges paid or
payable in connection with or in respect of any of the foregoing.


 


(j)“Person”
means any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended.


 


(k)“Standard
of Conduct” means the standard for conduct by Indemnitee that is a condition precedent to indemnification of Indemnitee
hereunder against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim. The Standard of Conduct
is (i) good faith and a reasonable belief by Indemnitee that his action was in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable cause to believe that his conduct was
unlawful, or (ii) any other applicable standard of conduct that may hereafter be substituted under Section 145(a) or (b) of the
Delaware General Corporation Law or any successor to such provision(s).


 




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2.Indemnification
Obligation. Subject only to Section 7 and to the proviso in this Section, the Company shall indemnify, defend and hold harmless
Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws
may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable
Claims and Indemnifiable Losses; provided, however, that, except as provided in Section 5, Indemnitee shall not be entitled
to indemnification pursuant to this Agreement in connection with (i) any Claim initiated by Indemnitee against the Company or
any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim or the Claim
relates to or arises from the enforcement or prosecution of a right to indemnification under this Agreement, or (ii) the purchase
and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended. Nothing
herein is intended to limit the scope of permitted indemnification to Indemnitee under the laws of the State of Delaware


 


3.Advancement
of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable
Claim of any and all actual and reasonable Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid
or incurred by Indemnitee. Without limiting the generality or effect of any other provision hereof, Indemnitee’s right to
such advancement is not subject to the satisfaction of any Standard of Conduct. Without limiting the generality or effect of the
foregoing, within five business days after any request by Indemnitee that is accompanied by supporting documentation for specific
reasonable Expenses to be reimbursed or advanced, the Company shall, in accordance with such request (but without duplication),
(a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or
(c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest, any amounts actually
advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess
of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable
Claim. In connection with any such payment, advancement or reimbursement, at the request of the Company, Indemnitee shall execute
and deliver to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s
ability to repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts paid, advanced or reimbursed by the Company
in respect of Expenses relating to, arising out of or resulting from any Indemnifiable Claim in respect of which it shall have
been determined, following the final disposition of such Indemnifiable Claim and in accordance with Section 7, that Indemnitee
is not entitled to indemnification hereunder.


 


4.Indemnification
for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold
harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within
five business days of such request accompanied by supporting documentation for specific Expenses to be reimbursed or advanced,
any and all actual and reasonable Expenses paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted
by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this
Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable
Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company;
provided, however, if it is ultimately determined that the Indemnitee is not entitled to such indemnification, reimbursement,
advance or insurance recovery, as the case may be, then the Indemnitee shall be obligated to repay any such Expenses to the Company;
provided further, that, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification,
reimbursement, advance or insurance recovery, as the case may be, Indemnitee shall return, without interest, any such advance
of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.


 




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5.Partial
Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a
portion of any Indemnifiable Loss but not for the entire amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion thereof to which Indemnitee is entitled.


 


6.Procedure
for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss,
Indemnitee shall submit to the Company a written request therefore, including a brief description (based upon information then
available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the
Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim
or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable
Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all Indemnifiable Claims and
Indemnifiable Losses in accordance with the terms of such policies. The Company shall provide to Indemnitee a copy of such notice
delivered to the applicable insurers, substantially concurrently with the delivery thereof by the Company. The failure by Indemnitee
to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability
hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable
Loss and to the extent that such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.


 


7.
Determination of Right to Indemnification.


 


(a)To
the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any
portion thereof or in defense of any issue or matter therein, including, without limitation, dismissal without prejudice, Indemnitee
shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in
accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) shall be required.


 


(b)To
the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed
of, any determination required to be made under the laws of the State of Delaware as to whether Indemnitee has satisfied the applicable
Standard of Conduct (a “Standard of Conduct Determination”) shall be made as follows: (i) if a Change
in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the
Standard of Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of the Disinterested Directors,
even if less than a quorum of the Board, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested
Directors designated by a majority vote of all Disinterested Directors, or (C) if there are no such Disinterested Directors, or
if a majority of the Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the Board, a
copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have
requested that the Standard of Conduct Determination be made pursuant to clause (i) above, by Independent Counsel in a written
opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.


 




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(c)If
(i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a), (ii)
no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required
condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been
determined or deemed pursuant to Section 7(b) to have satisfied the applicable Standard of Conduct, then the Company shall pay
to Indemnitee, within five business days after the later of (x) the notification date in respect of the Indemnifiable Claim or
portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such
Indemnifiable Losses resulted, and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii)
above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses. Nothing herein is intended to mean
or imply that the Company is intending to use Section 145(f) of the Delaware General Corporation Law to dispense with a requirement
that Indemnitee meet the applicable Standard of Conduct where it is otherwise required by such statute.


 


(d)If
a Standard of Conduct Determination is required to be, but has not been, made by Independent Counsel pursuant to Section 7(b)(i),
the Independent Counsel shall be selected by the Board or a committee of the Board, and the Company shall give written notice
to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination
is required to be, or to have been, made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be
selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent
Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving
written notice of selection from the other, deliver to the other a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria
set forth in the definition of “Independent Counsel” in Section 1(h), and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel.
If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit
and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the
other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions
of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice.
If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections.
If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(d) to make the Standard of Conduct
Determination shall have been selected within 30 calendar days after the Company gives its initial notice pursuant to the first
sentence of this Section 7(d) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(d), as
the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of
any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person or firm selected by such court or by such other person as such Court shall
designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will
act as Independent Counsel. In all events, the Company shall pay all of the actual and reasonable fees and expenses of the Independent
Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 7(b).


 




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8.Cooperation.
Indemnitee shall cooperate with reasonable requests of the Company in connection with any Indemnifiable Claim and any individual
or firm making such Standard of Conduct Determination, including providing to such Person documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to defend the Indemnifiable Claim or make any Standard of Conduct Determination without incurring any unreimbursed cost in connection
therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee
for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific
costs and expenses to be reimbursed or advanced, any and all costs and expenses (including reasonable attorneys’ and experts’
fees and expenses) actually and reasonably incurred by Indemnitee in so cooperating with the Person defending the Indemnifiable
Claim or making such Standard of Conduct Determination.


 


9.Presumption
of Entitlement. Notwithstanding any other provision hereof, in making any Standard of Conduct Determination, the Person making
such determination shall presume that Indemnitee has satisfied the applicable Standard of Conduct.


 


10.No
Other Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with
or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that
Indemnitee did not meet any applicable Standard of Conduct or that indemnification hereunder is otherwise not permitted.


 


11.Non-Exclusivity.
The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents,
or the substantive laws of the State of Delaware, any other contract or otherwise (collectively, “Other Indemnity
Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater
right to indemnification under any Other Indemnity Provision, Indemnitee will without further action be deemed to have such greater
right hereunder, and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right
to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater
right hereunder. The Company may not, without the consent of Indemnitee, adopt any amendment to any of the Constituent Documents
the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement.


 


12.Liability
Insurance and Funding. For the duration of Indemnitee’s service as a director of the Company and for a reasonable period
of time thereafter, which such period shall be determined by the Company in its sole discretion, the Company shall use commercially
reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be
maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or
officers of the Company, and, if applicable, that is substantially comparable in scope and amount to that provided by the Company’s
current policies of directors’ and officers’ liability insurance. Upon reasonable request, the Company shall provide
Indemnitee or his or her counsel with a copy of all directors’ and officers’ liability insurance applications, binders,
policies, declarations, endorsements and other related materials. In all policies of directors’ and officers’ liability
insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same
rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably
insured by such policy. Notwithstanding the foregoing, (i) the Company may, but shall not be required to, create a trust fund,
grant a security interest or use other means, including, without limitation, a letter of credit, to ensure the payment of such
amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement and (ii) in
renewing or seeking to renew any insurance hereunder, the Company will not be required to expend more than 2.0 times the premium
amount of the immediately preceding policy period (equitably adjusted if necessary to reflect differences in policy periods).


 




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13.Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related
rights of recovery of Indemnitee against other Persons (other than Indemnitee’s successors), including any entity or enterprise
referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee shall execute all
papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including reasonable attorneys’
fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).


 


14.No
Duplication of Payments.


 


(a)The
Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the
extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any
insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise
referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable
Losses otherwise indemnifiable hereunder.


 


(b)Notwithstanding
anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights
to indemnification, advancement of expenses and/or insurance provided by one or more venture capital funds, the general partners,
managing members or other control persons and/or any affiliated management companies of such venture capital funds, and certain
of its or their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that in
connection with any Indemnifiable Claim, (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary
and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities
incurred by Indemnitee are secondary), (ii) it shall be required to advance the full amount of expenses incurred by Indemnitee
and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent
legally permitted and as required by the terms of this Agreement and the Company’s Constituent Documents (or any other agreement
between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii)
it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for
contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement
or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification
from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to
the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and
Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b).


 




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15.Defense
of Claims. Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, if
any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof
with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with
counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel
with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties)
include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to
him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel
would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in
the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim
has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not
more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees
in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this
Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s
prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any
threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves
the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that
are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent
to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete
and unconditional release of Indemnitee.


 


16.Mutual
Acknowledgment. Both the Company and the Indemnitee acknowledge that in certain instances, Federal law or applicable
public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.
Indemnitee understands and acknowledges that the Company may be required in the future to undertake to the Securities and
Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the
Company’s right under public policy to indemnify Indemnitee and, in that event, the Indemnitee’s rights and the
Company’s obligations hereunder shall be subject to that determination.


 




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17.Successors
and Binding Agreement.


 


(a)This
Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation,
any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase,
merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for
purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.


 


(b)This
Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors,
administrators, heirs, distributees, legatees and other successors.


 


(c)This
Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate
this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting
the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether
by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws
of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company
shall have no liability to pay any amount so attempted to be assigned or transferred.


 


18.Notices.
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals,
required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given when hand delivered
or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or one business day after having been
sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of
the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other
address as any party hereto may have furnished to the other in writing and in accordance herewith, except that notices of changes
of address will be effective only upon receipt.


 


19.Governing
Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of
such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State
of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement,
waive all procedural objections to suit in that jurisdiction, including, without limitation, objections as to venue or
inconvenience, agree that service in any such action may be made by notice given in accordance with Section 18 and also agree
that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of
Delaware.


 


20.Validity.
If any provision of this Agreement or the application of any provision hereof to any Person or circumstance is held invalid, unenforceable
or otherwise illegal, the remainder of this Agreement and the application of such provision to any other Person or circumstance
shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent,
and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body
shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated
by the immediately preceding sentence, the parties hereto shall take all such action as may be necessary or appropriate to replace
the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate
the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable
or otherwise illegal.


 




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21.Miscellaneous.
No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party
hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party hereto that is
not set forth expressly in this Agreement.


 


22.Certain
Interpretive Matters. Unless the context of this Agreement otherwise requires, (1) “it” or “its” or
words of any gender include each other gender, (2) words using the singular or plural number also include the plural or singular
number, respectively, (3) the terms “hereof,” “herein,” “hereby” and derivative or similar
words refer to this entire Agreement, (4) the terms “Article,” “Section,” “Annex” or “Exhibit”
refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (5) the terms “include,” “includes”
and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed),
and (6) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number
will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice
or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs
on a non-business day, then such period or date will be extended until the immediately following business day. As used herein,
“business day” means any day other than Saturday, Sunday or a United States federal holiday.


 


23.Entire
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written
and oral, between the parties hereto with respect to the subject matter of this Agreement. Any prior agreements or understandings
between the parties hereto with respect to indemnification are hereby terminated and of no further force or effect. This Agreement
is not the exclusive means of securing indemnification rights of Indemnitee and is in addition to any rights Indemnitee may have
under any Constituent Documents.


 


24.Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together
shall constitute one and the same agreement.


 




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25.Duration
of Agreement. This Agreement shall continue until and terminate upon the later of: (a) six years after the date that the Indemnitee
shall have ceased to serve as a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which the Indemnitee served at the request of the Company; (b)
the expiration of the applicable statutes of limitations pertaining to any and all potential proceedings covered by the indemnification
provided for herein; or (c) the final termination of all pending proceedings in respect of which the Indemnitee is granted rights
of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Indemnitee pursuant to this Agreement
relating thereto.


 


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IN
WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement
as of the date first above written.


  


	 	WIZARD
    WORLD, INC.
	 	 	 
	 	By:	/s/
    John Macaluso
	 	 	John
    Macaluso
	 	 	Chief
    Executive Officer
	 	 	 
	 	INDEMNITEE:
	 	 	 
	 	/s/
    Paul L. Kessler
	 	Paul
    L. Kessler
	 	 
	 	Address:
    c/o Bristol Capital Advisors, LLC
	 	10960
    Wilshire Boulevard, Suite 1050
	 	 	Los
    Angeles, California 90024


 


[Signature
page to Kessler Indemnification Agreement]