REPRESENTATION
AGREEMENT


  


This
Representation Agreement (“Agreement”) is entered into as of June 18, 2013, by and between Rightscorp, Inc. d/b/a
DigitalRights, a Delaware corporation (“DigitalRights”) located at 3100 Donald Douglas Loop North, Santa Monica CA
90405 and Warner Bros. Entertainment Inc. (hereinafter, “You” or “Your”) located at 4000 Warner Boulevard,
Burbank, CA 91522.


 


Background
of Agreement


 


	 	A.	DigitalRights
    is in the business of identifying and monitoring illegal downloads of copyrighted content, forwarding Digital Millennium Copyright
    Act (“DMCA”) notices, and providing a settlement collections model for copyright owners and administrators for
    online peer-to-peer (“P2P”) infringements of their content.
	 	 	 
	 	B.	You
    own or control copyrights in and to certain content and desire to appoint DigitalRights as Your non-exclusive representative
    and agent within the territory to monitor infringements resulting from unauthorized downloads and uploads by individual infringers
    (each an “Infringer”) on P2P networks (each an “Infringement”) via the internet of Protected Copyrights,
    to collect data regarding such infringements, to offer settlements to Infringers on Your behalf, and to collect all monies
    paid in settlement thereof.


 


Agreement


 


			NOW,
                                         THEREFORE, in consideration of the mutual covenants and agreements contained herein,
                                         and intending to be legally bound hereby, the parties hereto agree as follows:



 


	 	1.	You
    hereby appoint and authorize DigitalRights as your agent throughout the universe (the “Territory”) solely to monitor
    the Internet for Infringements by Infringers of your owned and/or controlled copyrights in and to the copyrights set forth
    on the attached Schedule A (“Protected Copyrights”) (which may be amended from time to time via an addendum to
    Schedule A, to be sent by You to DigitalRights) and to do the following:


 


	 	a.	Collect
    data as to Infringements of the Protected Copyrights;
	 	 	 
	 	b.	Send
    notices (including, without limitation, DMCA notices and takedown letters in the form required by law, if appropriate) to
    the Internet Service Providers (“ISPs”) of infringements by the Infringers, and to negotiate settlements on Your
    behalf to each Infringer for each identified Infringement of the Protected Copyrights (each a “Settlement”);
	 	 	 
	 	c.	Collect
    all amounts from Settlements; and


 




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	 	d.	Pay
    You fifty percent (50%) of the Net Revenues collected by DigitalRights, payable pursuant to Paragraph 6, below. “Net
    Revenues” shall mean the gross settlement DigitalRights actually receives from Infringers (“Gross Collection Amount”),
    less fees actually paid to third parties for credit card processing, transaction fees, and potential fees to ISPs, but in
    no event less than 88% of Gross Collection Amounts.


 


	 	2.	This
    Agreement shall continue for a period of one (1) year and automatically renew in one (1) month increments, unless either party
    exercises the right to terminate for any reason upon thirty (30) days prior written notice (the “Term”). Notwithstanding
    anything to the contrary contained in this paragraph, it is understood by the Parties that You reserve the right to terminate
    this agreement on 48 hours notice should Your participation in the program covered by this Agreement become the subject of
    exceptionally bad press. The parties agree and acknowledge that no representations, warranties, estimates, or predictions
    have been made by or on behalf of DigitalRights as to the success of the services provided herein or the extent that it will
    generate Settlements, if any.
	 	 	 
	 	3.	a.
    You represent that You legally own, control and/or administer the share of the Protected Copyrights, as specified on Schedule
    A. For the avoidance of doubt, Protected Copyrights shall refer specifically only to the share represented by You, and DigitalRights’
    authorization hereunder shall apply solely to such share.
	 	 	 
	 	 	b.
    DigitalRights warrants and represents that it has not entered into and shall not enter into any agreement with a third party
    that contains provisions materially more favorable to such third party than those applicable to You hereunder. In the event
    that DigitalRights agrees to any such materially more favorable provisions in a third-party agreement, such materially more
    favorable provisions shall be deemed incorporated into this agreement, prospectively from the date of that third-party agreement.
	 	 	 
	 	4.	You
    may consent to adding additional Protected Copyrights to Schedule A or deleting Protected Copyrights from Schedule A in writing
    (via facsimile, mail or e-mail) requesting such action, and DigitalRights shall timely confirm each modification to the Protected
    Copyrights upon receipt of any such writing. 
	 	 	 
	 	5.	During
    the Term DigitalRights shall have the exclusive right to collect settlements for Infringements of the Protected Copyrights
    on P2P Networks. It is contemplated that DigitalRights shall collect settlements of $20.00 for each Infringement, but DigitalRights
    may accept lower amounts in settlement if in the reasonable judgment of Digital Rights, accepting such lower amount is a prudent
    business decision. You acknowledge and agree that Digital Rights often offers incentives (in the form of reduced settlement
    amounts) to Infringers that are guilty of multiple Infringements. 


 




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	 	6.	DigitalRights
    shall send You monthly reports setting forth the Gross Collection Amount for each Protected Copyright, the deductions therefrom
    and the Net Revenues due You. Payments shall be made on a quarterly basis, with payment being made within forty-five (45)
    days after the end of each quarterly period. DigitalRights shall keep complete, detailed, and accurate books and records of
    all Gross Collection Amounts and all deductions therefrom resulting in Net Revenues, during the Term, as well as any amounts
    received after the Term. DigitalRights shall continue to make quarterly payments of Net Revenues to You on any amounts that
    are received after the Term. You shall have the right to inspect, examine, and copy DigitalRights’ books and records
    (an “Audit”), with respect to any statement received by you during the Term and for twenty-four (24) months thereafter,
    (the “Audit Period”). You may conduct an Audit: (1) At any time within twenty-four (24) months following the receipt
    by You of a statement from DigitalRights during the Audit Period; (2) only with reasonable, advance written notice to DigitalRights;
    (3) only for the purpose of verifying the amounts collected and due to You hereunder; (4) only once with respect to each statement;
    (5) during regular business hours at DigitalRights’ normal place of business; (6) at Your sole cost and expense.
	 	 	 
	 	7.	You
    recognize that DigitalRights is providing the service described herein to You on a non-exclusive basis, and accordingly, DigitalRights
    may perform for others services that are similar or identical to the service provided to You under this Agreement, and this
    Agreement does not prevent DigitalRights from providing such services or developing materials that are competitive with those
    developed or provided hereunder regardless of any similarity to the service provided herein. 
	 	 	 
	 	8.	You
    hereby represent, warrant and covenant that, with respect to this Agreement: (i) the execution, delivery, and performance
    by You of this Agreement has been or as of the date of execution will have been, duly authorized by all necessary corporate
    or other required action; (ii) the individual executing such documents on Your behalf was duly authorized to do so; (iii)
    the Agreement constitutes a legal, valid, and binding agreement and is enforceable in accordance with its terms; and (iv)
    the Protected Copyrights, to the best of Your knowledge, do not violate, misappropriate, or infringe upon the intellectual
    property or other rights of any third party.
	 	 	 
	 	9.	This
    Agreement has been entered into in the State of California, and the validity, interpretation, and legal effect of this Agreement
    shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely within
    the State of California. The state courts of the State of California in California County, and the federal courts for the
    Central District of California, shall have sole and exclusive jurisdiction and venue of any and all controversies regarding
    or arising from this Agreement (a “Related Action”). Any Related Action will be brought in those courts, and not
    elsewhere. In connection with any Related Action, the parties hereto expressly consent to personal jurisdiction in the State
    of California and hereby agree to waive any objections based upon lack of personal jurisdiction, lack of subject matter jurisdiction,
    forum non conveniens or any similar grounds. 


 




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	 	10.	This
    Agreement contains the entire understanding and agreement between the parties hereto with respect to the subject matter and
    supersedes any prior or contemporaneous written or oral agreements, representations, understandings, or warranties between
    them. No change, modification, waiver, discharge, amendment, or addition to this Agreement shall be binding unless it is in
    writing and signed by the parties hereto.
	 	 	 
	 	11.	The
    invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this
    Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
	 	 	 
	 	12.	No
    delay, forbearance, or neglect by either party in the enforcement of any of the conditions, rights or remedies provided for
    in this Agreement shall constitute a waiver thereof in any instance or for the future.
	 	 	 
	 	13.	This
    Agreement may be executed in any number of counterparts each of which shall be enforceable against the parties executing such
    counterparts, and all of which together shall constitute a single document. Except as otherwise stated herein, in lieu of
    the original documents, a facsimile transmission, copy or scan of the original documents shall be as effective and enforceable
    as the original.
	 	 	 
	 	14.	Any
    notice given under this Agreement shall be addressed to the parties at their respective addresses as first set forth hereinabove
    and shall be sufficient if in writing and if personally delivered, or if sent registered or certified mail, return receipt
    requested, or by reputable overnight courier with proof of delivery, to the following addresses (or at such other addresses
    as the Parties may designate in writing), all notices shall be deemed given when sent except that a notice of change of address
    shall only be effective upon its receipt. Copies of all notices sent hereunder shall be sent as follows, provided that a failure
    to send any such copy shall not impair the effectiveness of the notice delivered:


 


	 	If
        to You:

         

        As
        first above written.

        Attn:
        David P. Kaplan

        SVP
        and IP Counsel
	If
        to DigitalRights:

         

        As
        first above written.

         



 


 


	 	15.	DigitalRights
    and its personnel or agents, in performance of this Agreement, are acting as independent contractors and not as employees
    or agents of You. Under no circumstance will either party have the right or authority to enter into any contracts or assume
    any obligations for the other or to give any warranty to or make any representation on behalf of the other, except as expressly
    set forth herein. 


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement in Los Angeles, California as of the date set forth above.





 


	ACCEPTED
    AND AGREED TO:	 	ACCEPTED
    AND AGREED TO:
	 	 	 	 
	WARNER
    BROS. ENTERTAINMENT, INC.	 	Rightscorp,
    Inc. d/b/a
    DigitalRights
	 	 	 	 	 
	By:	/s/
    David P. Kaplan 	 	By:	/s/
    Christopher Sabec 
	 	David
    P. Kaplan	 	 	Christopher
    Sabec
	 	 	 	 	 
	Title:	SVP
    and IP Counsel	 	Title:	CEO





 




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SCHEDULE
A annexed to and forming a part of the Representation Agreement by and between Rightscorp, Inc. d/b/a DigitalRights and Warner
Bros. Entertainment, Inc. dated as of February __, 2013.


  


SCHEDULE
OF PROTECTED COPYRIGHTS


  


TBD


 



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