WIZARD
WORLD LICENSE AGREEMENT


 


This
Wizard World Amended and Restated License Agreement (this “Agreement”) is entered into and effective
as of 12:01 a.m. (Pacific time) on July 1, 2015 (the “Amendment Effective Date”), by Wizard World, Inc.,
a Delaware corporation (“WW”), and Con TV, LLC, a Delaware limited
liability company (“JV”).


 


RECITALS


 


A.WW
and Cinedigm Entertainment Corp. (“Cinedigm”) are joint owners of JV, which has been formed to fund,
design, create, launch, and operate a digital network, worldwide in scope, which will distribute digital, on-demand entertainment
via the internet and other consumer digital distribution platforms and media (e.g., gaming consoles, set-top boxes, handsets,
and tablets) (“Network”), and to develop an e-commerce retail solution and create original content for
the Network.


 


B.WW
and JV entered into a Wizard World License Agreement on August 27, 2014 (the “Original Effective Date”),
which the parties hereby wish to amend and restate (the “Original Agreement”).


 


C.JV
distributes digital, on-demand entertainment via the Network focusing on the “Comic Con Sector”, as that term
is defined in Section 6.6(a) of that certain Amended and Restated Operating Agreement of Con TV, LLC of even date herewith (“Operating
Agreement”), and has developed an e-commerce retail solution and created original Comic Con Sector content for the
Network (the “JV Business”.) The content developed and/or distributed via the Network may include still
images, film or video footage, audio product, and visual representations, whether generated optically, electronically, digitally
or by any other means (“Content”).


 


D.WW
is the owner of certain registered and unregistered trademarks and service marks, pending applications or registrations issued
in connection therewith, common law rights in trademarks and service marks and corresponding rights in any other country in the
world, and the goodwill symbolized by all of the foregoing, as listed on Exhibit A attached hereto and incorporated herein
by this reference (each individual mark, and the marks taken as a whole, referred to as the “Trademarks”).


 


E.WW
owns or controls Content that WW , in its sole discretion, delivered to JV for use in the JV Business solely as described in this
Agreement, which shall include only the items listed on Exhibit A and any Reproductions of same (each individual item,
and the items taken as a whole, referred to as “WW Content”). “Reproduction”
and “Reproduce” means any form of duplication, copying or publication of any or all of the WW Content,
by whatever means, or the cropping, distortion, or manipulation of the whole or any part of the WW Content.


 


F.WW
owns or controls certain existing and future copyright rights, moral rights, trade secrets, and other similar intellectual property
rights in the U.S. and anywhere else in the world, in materials, software, data, databases, and other information (in any format
whatsoever), which WW chooses, in its sole discretion to deliver to JV for use in the JV Business solely as described in this
Agreement, which shall initially include only those described in Exhibit A (collectively, “Additional Intellectual
Property”). 


 




    	 



    	 



    


 


G.WW
desires to allow JV, upon the terms and subject to the conditions of this Agreement, to continue to use the Trademarks, WW Content,
and Additional Intellectual Property (each individual item, and the items taken as a whole, referred to as “WW Intellectual
Property”) for use in the JV Business solely as described in this Agreement.


 


H.JV
desires to continue to use WW Intellectual Property for the purposes of the JV Business, and desires in turn to continue to license
to WW intellectual property for which JV is the owner, registrant, or licensee (with respect to the latter, each individual item,
and the items taken as a whole, referred to as “JV Intellectual Property”).


 


I.The
parties have entered into that certain Amended and Restated Wizard World Services Agreement of even date herewith, under which
WW has agreed to provide Services (as that term is defined therein) to JV (“Services Agreement”).


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:


 


	 	1.	Licenses


 


	 	a)	WW
    Content. 


 


	 	i.	Ownership
    and License Grant. WW or its suppliers shall own or control all right, title, and interest in and to WW Content. In consideration
    for the license granted to WW by JV in Section 2d)iii, WW hereby grants to JV an exclusive, worldwide, fully-paid,
    revocable (as set forth in Section 4 of this Agreement) license (under the terms of this Agreement) to use, Reproduce,
    modify (subject to Section 2d)i), distribute, disclose, publish, and display WW Content, solely in conjunction with
    Permitted Uses, subject to (A) restrictions on term, territory, modifications, or otherwise provided to JV in writing (including
    via metadata incorporated into the WW Content) with respect to individual items included in WW Content, and (B) fees required
    to be paid to third party owners or profit participants relating to WW Content sublicensed by WW to JV (“Third
    Party Content”). JV’s license rights herein are limited to the following purposes (collectively, “Permitted
    Uses”):


 


	 	a.	For
    use, publication, and distribution solely via the Network, whether provided at no charge or on a subscription or other license
    fee basis; 
	 	 	 
	 	b.	For
    creation and publication of advertising and promotional materials for the JV Business;
	 	 	 
	 	c.	Any
    other uses approved by WW in writing in its sole discretion.


 


	 	ii.	License
    Restrictions and Requirements. JV must retain the copyright symbol, the name of WW or the original owner, and any other
    credit information, if any, provided in, on, or with WW Content, each item of WW Content’s identification number, and
    any other information as may be embedded in the electronic file containing the original WW Content. JV shall not permit any
    third party to copy WW Content, except that this Agreement includes the right of JV to sublicense WW Content (including JV’s
    right to copy) solely to subcontractors providing services to JV for the purposes of Permitted Uses. 


 




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	 	b)	Trademark
    License. WW hereby grants to JV an exclusive (with respect to third party licenses and WW’s own use), fully-paid,
    revocable (as set forth below in this Section) license (under the terms of this Agreement) to the use and copy Trademarks,
    solely in conjunction with Permitted Uses. This Agreement includes the right to sublicense solely to subcontractors providing
    services to JV for the purposes of Permitted Uses. All use by or for JV of Trademarks shall be in accordance with WW policies
    from time-to-time communicated to JV, and neither JV nor any of its sublicensees shall have any interest in any Trademarks
    except as expressly provided in this Agreement; all such use shall inure to the sole benefit of WW. If JV fails to abide by
    WW’s instructions relating to Trademarks, WW shall give JV 30 day’s written notice of default, and if JV fails
    to cure such default to WW’s satisfaction within that period, JV’s license under this Section shall terminate
    immediately without any further notice from WW. JV’s use of Trademarks shall cease immediately upon such termination
    of this license. JV’s use of Trademarks shall cease immediately upon such termination of this license, and JV shall
    cooperate with WW in contacting all then-current JV sublicensees to address Trademark agreements as WW chooses. 
	 	 	 
	 	c)	Additional
    Intellectual Property License. In consideration for the license granted to WW by JV in Section 2d)iii, WW
    hereby grants to JV an exclusive (with respect to third party licenses and WW’s own use), fully-paid, revocable (as
    set forth in Section 4 of this Agreement) license (under the terms of this Agreement) to use, copy, modify (subject
    to Section 2d)i), distribute, disclose, publish, and display the Additional Intellectual Property, subject to JV’s
    confidentiality obligations under Section 3, solely in conjunction with the Permitted Uses. This Agreement includes
    the right to sublicense solely to subcontractors providing services to JV for the purposes of Permitted Uses.
	 	 	 
	 	d)	Exclusivity
    Exceptions. Notwithstanding anything to the contrary in this Section 1, WW may use de minimus portions of items
    of WW Content for Comic Con convention promotion purposes only, including publication of such portions on social media sites,
    You Tube, and the internet, as long as WW does not use a substantial portion of items of WW Content.
	 	 	 
	 	e)	Limited
    Rights. No ownership or copyright in any WW Intellectual Property shall pass to JV by the issuance of the license contained
    in this Agreement. Except as expressly stated in this Agreement, WW grants JV no right or license, express or implied, to
    WW Intellectual Property. Any use of WW Intellectual Property in a manner not expressly authorized by this Agreement or in
    breach of a term of this Agreement constitutes copyright infringement, entitling WW to exercise all rights and remedies available
    to it under copyright laws around the world. 


 




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	 	2.	WW
    and JV Business. 


 


	 	a)	WW
    Content Obligations. WW provided 60 hours of WW Content to JV no later than 180 days following the Original Effective
    Date, and has provided a minimum of 30 new hours of WW Content to JV over the course of each calendar quarter prior to the
    Amendment Effective Date. Following the Amendment Effective Date, WW will not be obligated to provide any new WW Content to
    JV; provided, however, that the foregoing shall not prevent JV’s access to WW’s shows or conventions for the purpose
    of producing content. The WW Content listed in Exhibit A as of the Original Effective Date, shall be the exclusive
    description of WW Content under this Agreement. The specific items of WW Content licensed under this Agreement shall be in
    the sole discretion of WW. 
	 	 	 
	 	b)	Network
Exclusivity. As long as WW owns an interest in JV, WW and its subsidiaries shall exclusively use the Network for their digital
linear or on-demand streaming requirements, including on the internet or other consumer digital distribution platforms and media
(e.g., gaming consoles, set-top boxes, handsets, and tablets) (collectively, “Streaming”), and will exclusively
promote the Network as an extension of their Comic Con Sector events, including as an add-on to any annual pass/annual Comic Con
Sector events membership, provided, however, that WW will be permitted to use its own digital media properties (i.e., WW’s
website, Facebook, YouTube, Twitch, etc.) solely for the purpose of promoting WW’s shows and conventions. WW and its subsidiaries
will not use any other Streaming technology or provider for any business related to the Comic Con Sector. 
	 	 	 
	 	c)	Ad
    Inventory. In consideration for the licenses from WW to JV hereunder, JV will provide to WW, at no charge, a reasonable
    amount of ad inventory on the Network for WW’s cross-platform sponsors of WW’s live events, so long as such sponsorship
    enhances Network awareness and subscription sign-ups, as determined by the Board of JV on a case-by-case basis.
	 	 	 
	 	d)	JV
    Intellectual Property Rights and License. 


 


	 	i.	Modified
    WW Intellectual Property. WW agrees that all modifications created by or for JV of WW Content and WW Additional Intellectual
    Property (collectively, “Modified WW Intellectual Property”), shall be owned by JV, and Modified
    WW Intellectual Property shall be considered JV Intellectual Property. All modifications to WW Content must be pre-approved
    in writing by WW in its sole discretion.
	 	 	 
	 	ii.	WW
    Contact Database. WW has provided and shall continue to provide remote electronic access to JV on a monthly basis, or
    more often upon JV’s reasonable request, to WW’s database of email addresses and other contact information for
    individuals and entities (“Entries”) collected by or for WW in the Comic Con Sector (“WW
    Contact Database”). Upon request by JV in connection with Permitted Uses, in accordance with the terms of the
    Services Agreement, WW will use any and all requested Entries as part of an email or other communications. JV shall continue
    to own all Entries in which it has or had any ownership rights as of or prior to the Amendment Effective Date under the terms
    of the Original Agreement.


 




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	 	iii.	JV
    Intellectual Property Ownership. JV or its suppliers shall own all right, title, and interest in and to the JV Intellectual
    Property. In consideration of the licenses granted to JV by WW in Section 1, and subject to WW’s confidentiality
    obligations under Section 3, JV hereby grants to WW a non-exclusive, worldwide, fully-paid, irrevocable license to
    use, copy, modify, sublicense, distribute, disclose, publish, and display all JV Intellectual Property, to the extent the
    JV Intellectual Property is conceived, created, made, developed, licensed, or acquired by JV prior to the last date that WW
    owns 10% or more of the ownership interests in JV (provided that dilution to WW’s equity ownership solely as a result
    of employee equity plans shall be disregarded in the calculation of WW’s equity ownership in JV) (“Ownership
    Exit Date”). Notwithstanding the foregoing, WW shall not sublicense or distribute any Content included in the
    JV Intellectual Property. WW shall not use JV Intellectual Property in conjunction with any digital and/or on-demand channels
    or electronic publications on the internet or other consumer digital distribution platforms and media (e.g., gaming consoles,
    set-top boxes, handsets, and tablets) targeted toward the Comic Con Sector, without the prior written approval of JV. No ownership
    or copyright in any JV Intellectual Property shall pass to WW by the issuance of the license contained in this Section. Except
    as expressly stated in this Section, JV grants WW no right or license, express or implied, to JV Intellectual Property. Any
    use of JV Intellectual Property in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement
    constitutes copyright infringement, entitling JV to exercise all rights and remedies available to it under copyright laws
    around the world.
	 	 	 
	 	iv.	Collaboration.
    If JV funds or participates in developing Content, materials, software, data, databases, ideas, inventions, processes, methods,
    or information (in any format whatsoever) for use by WW (“Collaborative Intellectual Property”), WW shall
    own all right, title, and interest in and to the Collaborative Intellectual Property, and hereby grants to JV a perpetual,
    irrevocable, royalty free, non-exclusive license to use the Collaborative Intellectual Property in the JV Business. WW’s
    use of the Collaborative Intellectual Property shall be subject to the restrictions on WW’s competition with JV set
    forth in the Operating Agreement, during the period in which WW owns any ownership interest in JV, and for any post-ownership
    non-competition period set forth in the Operating Agreement or other written agreement addressing the sale by WW of its entire
    ownership interest in JV.


 




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3.Confidentiality.
Either party may have and may continue, at its discretion, to divulge certain confidential information and proprietary trade secrets
to the other, which are only shared by the disclosing party with third parties on a confidential basis. Each party shall preserve
in strict confidence any confidential or proprietary information obtained from the other concerning the business or affairs of
the other and affiliated entities, including but not limited to price lists, marketing strategies, customer lists, mailing lists,
employee lists, software, databases, data, art work, designs, brochures, and procedures, whether furnished before or after the
date of this Agreement, whether tangible or intangible and in whatever form or medium provided (“Confidential Information”).
The parties shall refrain from disclosing, during the term of this Agreement and at any time thereafter, any such Confidential
Information to any person or persons, natural or corporate, except its employees, subcontractors, and sublicensees with a need-to-know,
and shall protect the disclosing party’s Confidential Information in the same manner as the receiving party protects its
own Confidential Information and in any case in a reasonable manner. The receiving party shall not disclose the disclosing party’s
Confidential Information to any subcontractors or sublicensees until such third parties have executed confidentiality agreements
protecting the disclosing party’s Confidential Information in a substantially similar manner to the terms of this Section.
Each party shall cease using and destroy the other party’s Confidential Information upon termination or expiration of this
Agreement and, upon request, certify in writing to the other party that such actions have been taken. For purposes of this Agreement,
Confidential Information shall not include, and these obligations shall not apply to, information that: (a) is now or subsequently
becomes generally available to the public through no fault of recipient; (b) recipient can demonstrate was rightfully in its possession
prior to disclosure to recipient by disclosing party; (c) is independently developed by recipient prior to the date of this Agreement
without the use of any Confidential Information provided by disclosing party; or (d) recipient rightfully obtains from a third
party who, to the knowledge of recipient, has the right, without obligation to disclosing party, to transfer or disclose such
information.


 


	 	4.	Termination,
    Revocation, and Buy Out.


 


	 	a)	WW
    Content License Revocation. Notwithstanding JV’s license in Section 1a), specific items of Third Party Content
    are only licensed to JV for the maximum period of time that WW has the rights necessary to license such Third Party Content
    for the purposes described in this Agreement. All JV license rights to an item of Third Party Content to which WW no longer
    has the rights shall be automatically revoked upon written notice from WW, and JV shall cease all use of such Third Party
    Content. Notwithstanding anything to the contrary herein, if JV fails to comply with the license restrictions herein within
    30 days following receipt of written notice of breach, WW shall have the right upon written notice to revoke the specific
    license(s) to WW Content to which such breach relates.
	 	 	 
	 	b)	JV
    Ownership – License Termination. If WW sells to a third party or Cinedigm or JV all, but not less than all, of WW’s
    ownership interests in JV, JV’s license rights under Section 1 shall terminate on the date that is three (3)
    months following the closing date of such sale or put, unless WW and JV, in their mutual sole discretion, enter into a new
    written license agreement for continuing use of all or some of the WW Intellectual Property that includes agreed royalties
    and other terms and conditions; provided, however, that JV’s license to any WW Content incorporated into Modified WW
    Intellectual Property shall be irrevocable and royalty-free, as long as such WW Content is only used as agreed by WW pursuant
    to Section 2 b)i to be incorporated into the Modified WW Intellectual Property. 


 




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	 	c)	Termination
    of Agreement Due to Breach; Remedies. This Agreement may be terminated without further notice by the non-breaching party:
    (i) within 30 days following the date of written notice if a party fails to cure its non-compliance with any provision of
    this Agreement as described in such written notice by the non-breaching party, or (ii) following 30 days’ written notice
    from JV in the event WW fails to provide the WW Content required under Section 2a). In the event of a termination pursuant
    to this Section 4c), the non-breaching party shall, notwithstanding the termination, retain its rights and remedies
    in respect of such breach, at law and at equity, including the right to specific performance or money damages. 
	 	 	 
	 	d)	The
    following provisions shall survive termination of this Agreement: Sections 1e), 2 b), 2d), 3, 4b), 4 c), 4d), 5-7, and
    9-11. 


 


5.No
Warranties. WW INTELLECTUAL PROPERTY AND JV INTELLECTUAL PROPERTY, RESPECTIVELY, ARE PROVIDED “AS IS” WITHOUT
ANY WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
TITLE, OR NON-INFRINGEMENT. JV should examine all WW Intellectual Property for possible defects (whether digital or otherwise)
before using or sending any WW Intellectual Property for Reproduction. Except as described in Section 6, WW shall not be
liable for any loss or damage suffered by JV or any third party, whether directly or indirectly, arising from any alleged or actual
defect in any WW Intellectual Property or in any way from its Reproduction. 


 


	 	6.	Indemnities.
    


 


	 	a)	Indemnification
    Obligations. Each party (“Indemnifying Party”) shall indemnify, defend, and hold the other party,
    its members, shareholders, employees, subcontractors, and sublicensees (“Indemnified Party”) free
    and harmless from any and all third party claims, damages, fines, or lawsuits (including, without limitation, reasonable attorney’s
    fees) (collectively, “Claims”) to the extent arising from: (i) any failure by the Indemnifying Party
    to comply with applicable laws, regulations, procedures, government policies and requirements, including without limitation
    those related to data privacy and security, or (ii) infringement of any patent, copyright, trade secret, moral, trademark,
    or other similar intellectual property rights of such third party by the WW Intellectual Property where WW is the Indemnifying
    Party, by the JV Intellectual Property where JV is the Indemnifying Party, or by the portion of Collaborative Intellectual
    Property developed or provided by an Indemnifying Party (“Indemnifying Party IP”). Notwithstanding anything
    to the contrary above, an Indemnifying Party shall have no obligations under this Section 6a) to the extent a Claim
    arises from the Indemnified Parties’ infringement of any third party patent, copyright, trade secret, moral, trademark,
    or other similar intellectual property rights.


 




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	 	b)	Intellectual
    Property Infringement. If Indemnifying Party IP becomes the subject of a Claim of infringement described in Section
    6a)(ii), or in Indemnifying Party’s opinion is likely to become the subject of such a Claim, then Indemnifying Party,
    may, at its option and in addition to its obligations described in Section 6a)(i) modify Indemnifying Party IP to cure
    the intellectual property rights violation, provided such modification does not materially adversely affect the use of Indemnifying
    Party IP as described in this Agreement; (ii) procure for Indemnified Party the right to continue using Indemnifying Party
    IP pursuant to this Agreement; or (iii) provide an equivalent alternative to Indemnifying Party IP as mutually agreed in writing
    by the parties. All costs associated with implementing any of the above alternatives shall be borne by Indemnifying Party.
    
	 	 	 
	 	c)	Indemnification
    Procedures. Indemnified Party shall promptly notify Indemnifying Party of any Claim in writing and promptly deliver to
    Indemnifying Party any papers served upon it in any proceeding covered by this indemnity, and Indemnifying Party will defend
    the same at its expense. Indemnified Party shall, however, have the right to participate in the defense of such claim at its
    own expense. Neither party shall settle any Claim in any manner that imposes obligations on the other party without the other
    party’s prior written consent, which consent shall not be unreasonably withheld. 


 


7.Limitation
of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT for
third party claims that include such damages, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCURRED BY THE OTHER PARTY AND RELATED TO THIS AGREEMENT,
AND (II) WITH RESPECT TO ONE PARTY’S DAMAGES RESULTING FROM THE OTHER PARTY’S ACTIONS FOR WHICH THE OTHER PARTY HAS
MADE A CLAIM AND BEEN PAID UNDER ITS INSURANCE SET FORTH IN SECTION 8, PAYMENT TO THE DAMAGED PARTY OF ALL AMOUNTS AWARDED
TO THE OTHER PARTY UNDER SUCH INSURANCE SHALL BE THE DAMAGED PARTY’S SOLE REMEDY RELATING TO SUCH CLAIMS. EXCEPT TO THE
EXTENT LIMITED BY THE FOREGOING, EACH PARTY SHALL BE ENTITLED TO ALL OF ITS DIRECT DAMAGES UNDER THIS AGREEMENT. 


 


8.Insurance.
Each of the parties shall, at its own cost and expense, procure, keep and maintain throughout
the term of this Agreement, insurance coverage in the minimum amounts of: $2,000,000 per occurrence and $2,000,000 annual aggregate
for commercial general liability; $5,000,000 per occurrence and $5,000,000 annual aggregate for professional liability; and applicable
state statutory limits for workers compensation. Such policies shall cover the parties and their officers, employees and agents,
for all acts, errors, omissions, and indemnities while performing under this Agreement, and shall include the other party as an
additional insured under such policies. Each party shall provide copies of any and all insurance policies within 10 days of the
other party’s written request for such policies.


 


9.Governing
Law; Dispute Resolution. Except to the extent that federal law may preempt state law with respect to the matters covered
hereby, this Agreement shall be governed by and construed in accordance with the laws of the State of California without giving
effect to the principles of conflicts of laws thereof. The parties agree to comply with the dispute resolution procedures in Section
11.16 of the Operating Agreement, and Section 11.16 is incorporated herein by reference. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, THE PARTIES HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY ACTION, PROCEEDING, COUNTERCLAIM OR DEFENSE BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN ANY WAY
CONNECTED TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY
PARTY HERETO RELATING TO THIS AGREEMENT.


 




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10.Notices.
Notices and other communications by either party under this Agreement shall be deemed given 3 days after the date of deposit with
a reputable courier or the U.S. Post Office, postage prepaid, addressed as follows:


 


	 	If
    to Cinedigm:
	 	Cinedigm
    Entertainment Corp.
	 	1901
    Ave. of the Stars, 12th Floor
	 	Los
    Angeles, California 90067
	 	Attn:
    Gary Loffredo, General Counsel
	 	 
	 	With
    a copy to: Christopher R. O’Brien, Polsinelli LLP
	 	2049
    Century Park East, Suite 2300
	 	Los
    Angeles, California 90067
	 	 
	 	If
    to JV:
	 	Con
    TV, LLC
	 	1901
    Ave. of the Stars, 12th Floor
	 	Los
    Angeles, California 90067
	 	Attn:
    Gary Loffredo, General Counsel
	 	 
	 	If
    to WW:
	 	Wizard
    World, Inc.
	 	1350
    Avenue of the Americas, 2nd Floor
	 	New
    York, NY10019
	 	Attn:
    John Macaluso, CEO
	 	 
	 	With
    a copy to: Dan Black, Greenberg Traurig, LLP
	 	1840
    Century Park East, Suite 1900
	 	Los
    Angeles, CA 90067


 


11.Miscellaneous.
This Agreement, together with Exhibit A, embodies the entire agreement and understanding of the parties with respect to
the subject matter contained herein and supersedes all prior agreements and understandings relating to the subject matter herein,
including without limitation the Original Agreement. It may not be modified or any right waived in any way without the written
consent of both parties. If any portion or provision shall be held by any court of competent jurisdiction to be illegal or void,
the remaining portions and provisions shall remain in full force and effect. JV shall not have the right to assign this Agreement
in whole or in part without WW’s prior written consent.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the parties have caused the execution of this Agreement with the intent to be legally bound as of the Amendment
Effective Date.


  


	WIZARD WORLD, INC. (“WW”)	 	CON TV, LLC (“JV”)
	 	 	 	 	 
	 	 	 	 	 
	Signature:
    	 	 	Signature:
    	 
	Name
    (Print): 	 	 	Name
    (Print): 	 
	Title:
    	 	 	Title:
    	 
	Date: 	 	 	Date: 	 


 




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Exhibit
A


 


Trademarks


 


Registered
Trademarks:


 


	Trademark	 	U.S.
    PTO ID Number
	WIZARD
    WORLD	 	Registration
    No. 4034997
	WHERE
    POP FI COMES TO LIFE	 	Serial
    No. 85332437
	POP
    FI	 	Serial
    No. 85332397
	WIZARD
    WORLD GIRLS	 	Serial
    No. 85308846; Registration No. 4220251


 


All
trademark applications and domain names related solely to the JV Business and not otherwise contributed to JV under the Operating
Agreement.


 


WW
Content (separate list to be provided by WW in writing)


 


Additional
Intellectual Property


 


Software,
databases, data, podcasts, the look and feel and text on websites, social media sites, and You Tube sites, photographs, art work,
designs, brochures, procedures, and graphics and art work as may be delivered by WW to JV under the terms of the Agreement, including
all copyright, trade secret, moral and other similar rights therein.


 




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