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


 


THIS
NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) dated as of November 8, 2016, but effective
as of July 14, 2016 (the “Effective Date”) (the “Effective Date”), by and between Wizard World,
Inc., a Delaware corporation with a principal place of business at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (“Employer”),
and Randall S. Malinoff, an individual and resident of the State of California with an address at 25262 Prado De La Puma, Calabasas,
CA 91302 (“Employee” and together with Employer, the “Parties” and each, a “Party”).


 


WITNESSETH:


 


WHEREAS,
Employee and Employer are entering into that certain Employment Agreement, dated as of the date of this Agreement;


 


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


 


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


 


NOW
THEREFORE, the parties hereto mutually agree as follows:


 


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


 


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


 


3.Proprietary
Information.


 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 




    	 



    	 



    

 


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


 


7.Term.
This Agreement shall commence on the date hereof and shall terminate upon the termination of Employee’s employment for any
reason.


 


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


 


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


 


[-signature
page follows-]


 




    	 



    	 



    

 


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


 


	 	EMPLOYER
	 	 
	 	WIZARD WORLD, INC.
	 	 
	 	By:	/s/ John D. Maatta
	 	 	John
    D. Maatta
	 	 	President
    & Chief Executive Officer
	 	 	 
	 	EMPLOYEE
	 	 
	 	 /s/ Randall S. Malinoff
	 	Randall
    S. Malinoff