DIRECTOR
AGREEMENT


 


This
DIRECTOR AGREEMENT is made as of the 17th day of March, 2013 (the “Agreement”), by and between Wizard World,
Inc., a Delaware corporation (the “Company”), and Paul L. Kessler, an individual with an address c/o Bristol Capital
Advisors, LLC, 10960 Wilshire Boulevard, Suite 1050, Los Angeles, California 90024 (the “Director”).


 


WHEREAS,
the Company appointed the Director on March 17, 2013, and desires to enter into an agreement with the Director with respect
to such appointment; and


 


WHEREAS,
the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with
the provisions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1. Position.
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the
Director hereby agrees to serve the Company in such position, upon the terms and conditions hereinafter set forth, provided, however,
that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the
next annual stockholders’ meeting shall be subject to approval by the Company’s stockholders.


 


2. Duties.
(a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board
meetings, serve on appropriate sub committees as reasonably requested by the Board, make himself available to the Company at
mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform
such duties, services and responsibilities, and have the authority commensurate to such position.


 


(b) The
Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or
may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and
(ii) sits or may sit on the board of directors of other entities. Notwithstanding the same, the Director will use reasonable business
efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill
his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the
Board, engage in any other business activity which could materially interfere with the performance of his duties, services and
responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided
that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the
board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board
may require the resignation of the Director if it determines that such business activity does in fact materially interfere with
the performance of the Director’s duties, services and responsibilities hereunder.


 




    	 



    	 



    

  


3. Compensation.


 


(a) Stock
Option. The Director shall receive, upon execution of this Agreement, a non-qualified stock option to purchase up to one hundred
and fifty thousand (150,000) shares of the Company’s common stock at an exercise price per share equal to $0.40. Such option
shall be exercisable for a period of five years. The option shall vest in equal amounts over a period of three (3) years at the
rate of twelve thousand five hundred (12,500) shares per fiscal quarter at the end of such quarter, commencing in the quarter
in which the Director enters into this Agreement, and pro-rated for the number of days the Director serves on the Board during
the fiscal quarter. Notwithstanding the foregoing, if the Director ceases to be a member of Board at any time during the three
(3) year vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason), then any un-vested
options shall be irrefutably forfeited.


 


(b) Independent
Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor and not, for any
purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration
made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind,
and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.


 


(c) Expense
Reimbursements. During the Directorship Term, the Company shall reimburse the Director for (i) all reasonable out-of-pocket expenses
incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable
policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such
expenses, and (ii) any costs associated with filings required to be made by the Director or any of the entities managed or controlled
by Director to report beneficial ownership or the acquisition or disposition of securities of the Company. Any reimbursements
for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved in advance by the Company.


 


4. Directorship
Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the date hereof
and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur:


 


(a) the
death of the Director;


 


(b) the
termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director;


 


(c) the
removal of the Director from the Board by the majority stockholders of the Company; and


 


(d) the
resignation by the Director from the Board.


 




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5. Director’s
Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this Agreement
shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity,
including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and
any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have
no recourse whatsoever against any officer, director, employee, stockholder, representative or agent of the Company or any of
their respective affiliates with regard to this Agreement.


 


6. Director
Covenants.


 


(a) Unauthorized
Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been
and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited
to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s
products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information
considered by the Company to be confidential, and proprietary and in the nature of trade secrets. The Director agrees that during
the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information,
either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided,
however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known
or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder
and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose
such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This
confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term,
the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda,
writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical
data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation,
in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise
as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the
Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation
against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company
that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to
the reasonable satisfaction of the Company.


 


(b) Non-Solicitation.
During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s
relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship
Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer
(including those reasonably expected to be a customer) of the Company or otherwise had a material business relationship with the
Company.


 




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(c) Remedies.
The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company
for which the Company would have no adequate remedy at law. The Director therefore also agrees that in the event of said breach
or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director,
without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law
or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach
or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges
that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 6.


 


(d) The
provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of
action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense
to the enforcement by the Company of the covenants and agreements of this Section 6.


 


7. Indemnification.
The Company agrees to indemnify the Director for his activities as a member of the Board as set forth in the Director and Officer
Indemnification Agreement attached hereto as Exhibit A.


 


8. Non-Waiver
of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the
other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect
either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision
in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at
any prior or subsequent time.


 


9. Notices.
Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, overnight delivery or by
registered or certified mail, postage prepaid, return receipt requested; to:


 


If
to the Company:


 


Wizard
World, Inc.


1350
Avenue of the Americas, 2nd Floor


New
York, NY 10019


Attn:
jmacaluso@caconcepts.com


Telephone:
(646) 380-2486


Facsimile:
(212) 707-8180


 




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with
a copy (which shall not constitute notice) to:


 


Lucosky
Brookman LLP


33
Wood Avenue South, 6th Floor


Iselin,
New Jersey 08830


Attn:
Joseph M. Lucosky, Esq.


Telephone:
(732) 395-4400


Facsimile:
(732) 395-4401 


 


If
to the Director:


 


Paul
L. Kessler


c/o
Bristol Capital Advisors, LLC


10960
Wilshire Boulevard, Suite 1050


Los
Angeles, California 90024


Telephone:
(310) 331-8480


Facsimile:
(310) 331-8490


 


Either
of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party
pursuant to this Section 9.


 


10. Binding
Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns,
as applicable. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall
assign all or any portion of this Agreement without the prior written consent of the other party.


 


11. Entire
Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as
to such subject matter.


 


12. Severability.
If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision
or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.


 


13. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference
to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard
and determined in any court in the State of New York and the parties hereto hereby consent to the jurisdiction of such courts
in any such action or proceeding; provided, however, that neither party hereto shall commence any such action or
proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which
is the subject of such action or proceeding through mediation by an independent third party.


 


14. Legal
Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties
hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”),
shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection
with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its
fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court,
arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.


 




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15. Modifications.
Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing
duly signed by the party to be charged.


 


16. Tense
and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also used
in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference,
are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


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


 


[-Signature
Page Follows-]


  




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IN
WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the
Director has hereunto set his hand, on the day and year first above written.


 


WIZARD
WORLD, INC.


 


	By:	/s/
    John Macaluso	 
	 	John
    Macaluso	 
	 	Chief
    Executive Officer	 


 


DIRECTOR


 


	/s/
    Paul L. Kessler	 
	Paul
    L. Kessler	 


 


[Signature
page to Director Agreement]


  




    	 



    	 



    

 


EXHIBIT
A


 


DIRECTOR
AND OFFICER INDEMNIFICATION AGREEMENT


 


See attached.


 


[Exhibit
A to Director Agreement]