Employment
Agreement


 


This
Employment Agreement (the “Agreement”) is made and entered into as of February 14, 2017 (the “Effective
Date”), by and between Cecil Kyte, an individual (the “Executive”), and Rightscorp, Inc., a Nevada corporation
(the “Company”).


 


WHEREAS,
the Company desires to employ the Executive on the terms and conditions set forth herein; and


 


WHEREAS,
the Executive desires to be employed by the Company on such terms and conditions.


 


NOW,
THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:


 


1.             
Term.
The Executive’s employment hereunder shall be effective as of the Effective Date and shall continue until the third anniversary
thereof (the “Initial Term”), unless terminated earlier pursuant to Section 4 of this Agreement; provided that, on
such third anniversary and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal
Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive
periods of one year (each, a “Renewal Term”), unless either party provides written notice of its intention not to
extend the term of the Agreement at least 90 days’ prior to the applicable Renewal Date. The period during which the Executive
is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”


 


2.             
Position.


 


During
the Employment Term, the Executive shall serve as the Chief Executive Officer of the Company, reporting to the Board of Directors
of the Company (the “Board”). In such position, the Executive shall have such duties, authority, and responsibility
as shall be determined from time to time by the Board, which duties, authority, and responsibility are consistent with the Executive’s
position.


 


3.             
Compensation.


 


3.1               
Base Salary. The Company shall pay the
Executive an annual rate of base salary of $150,000 in periodic installments in accordance with the Company’s customary
payroll practices and applicable wage payment laws, but no less frequently than monthly, except that, (i) the Executive’s
Base Salary will increase from $150,000 to $250,000, effective upon the Company’s achievement of $100,000 in gross monthly
revenue for three consecutive months, (ii) the Executive’s Base Salary will increase to $350,000 upon the Company achieving
$2,500,000 in gross revenue in any one year period commencing on the Effective Date, and (iii) effective upon the Company’s
receipt of an aggregate of $10,000,000 in cumulative gross revenue during the Initial Term and any Renewal Term, the Base Salary
will increase to $500,000 . Executive’s Base Salary may not be decreased during the Initial term or any Renewal Term. The
Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”.


 




    	 		 



    	 		 



    

 


3.2               
Signing and Annual Bonus. The Company
shall pay Executive a signing bonus of $50,000 upon execution of this Agreement. For each calendar year of the Employment Term,
the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”). However, the decision to provide
any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Board.


 


3.3               
Equity Awards.


 


(a)                
On the Effective Date, the Company shall issue to Executive (i) 5,000,000 shares of common stock, and (ii) 10-year options to
purchase 5,000,000 shares of common stock with an exercise price of $0.05, 1,000,000 of which will vest on the Effective Date,
and the remaining 4,000,000 of which will vest monthly in 48 equal monthly installments (each of 83,333 options) commencing on
February 14, 2018.


 


(b)                
On the Effective Date, all 3,000,000 outstanding options for the purchase of shares of Common Stock of the Company already held
by Executive will be deemed fully vested and the exercise price thereof will be reduced to $0.05


 


3.4               
Fringe Benefits and Perquisites. During
the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent in accordance with the practices
of the Company, and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives
of the Company.


 


3.5               
Employee Benefits. During the Employment
Term, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the
Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less
favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law
and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit
Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.


 


3.6               
Vacation; Paid Time-Off. During the Employment
Term, the Executive will be entitled to six weeks of paid vacation time annually. The Executive shall receive other paid time-off
in accordance with the Company’s policies for executive officers as such policies may exist from time to time.


 


3.7               
Business Expenses. The Executive shall
be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred
by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s
expense reimbursement policies and procedures.


 




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3.8               
 Indemnification.
In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive
or the Company related to any contest or dispute between the Executive and the Company, or any of its affiliates with respect
to this Agreement, or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director
or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director,
officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive
shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the
Company from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of
any Proceeding (including attorneys’ fees).


 


4.             
Termination of Employment.
Upon termination of the Executive’s employment during the Initial Term or a Renewal Term, the Executive shall be entitled
to the compensation and benefits described in this Section 4 and shall have no further rights to any compensation or any other
benefits from the Company or any of its affiliates.


 


4.1               
Executive’s Failure to Renew, FCompany’s
Termination for Cause or Executive’s Termination without Good Reason.


 


(a)                
The Executive’s employment hereunder may be terminated by the Executive’s failure to renew the Agreement in accordance
with Section 1, by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated
upon the Executive’s failure to renew the Agreement, by the Company for Cause or by the Executive without Good Reason, the
Executive shall be entitled to receive:


 


(i)                  
any accrued but unpaid Base Salary and accrued but unused vacation, which shall be paid on the Termination Date (as defined below);


 


(ii)                
reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance
with the Company’s expense reimbursement policy; and


 


(iii)               
such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s
employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments
in the nature of severance or termination payments except as specifically provided herein.


 


Items
4.1(a)(i) through 4.1(a)(iii) are referred to herein collectively as the “Accrued Amounts”.


 




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(b)                
For purposes of this Agreement, “Cause” shall mean:


 


(i)                  
the Executive’s willful failure to perform his duties (other than any such failure resulting from incapacity due to physical
or mental illness);


 


(ii)                
the Executive’s willful failure to comply with any valid and legal directive of the Board;


 


(iii)               
the Executive’s willful engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, materially injurious
to the Company or its affiliates;


 


(iv)              
the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with
the Company;


 


(v)                
the Executive’s conviction of, or plea of, guilty or nolo contendere to a crime that constitutes a felony (or state law
equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;


 


(vi)              
the Executive’s violation of a material policy of the Company;


 


(vii)             
the Executive’s willful unauthorized disclosure of Confidential Information (as defined below);


 


(viii)           
the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the
Executive and the Company; or


 


(ix)              
any material failure by the Executive to comply with the Company’s written policies or rules, as they may be in effect from
time to time during the Employment Term, if such failure causes material/reputational or financial harm to the Company.


 


For
purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless
it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action
or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted
to be done, by the Executive in good faith and in the best interests of the Company.


 


Termination
of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive
a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board, but only after written notice
(“Written Notice”) is first provided to the Executive detailing the facts and circumstances which the Board claims
provide a basis for termination for Cause and only after the Executive is given an opportunity, together with his counsel, to
be heard before the Board on the issue of whether Cause exists justifying termination of this Agreement (the “Cause Meeting”).
The Cause Meeting shall take place ten (10) business days following Executive’s receipt of the Written Notice. The Cause
Meeting shall take place at a time of day and location to which the Company and Executive shall reasonably agree. Except for a
failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have thirty (30)
days from the conclusion of the Cause Meeting within which to cure any claimed acts or omissions constituting Cause;


 




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(c)                
For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case
during the Employment Term without the Executive’s written consent:


 


(i)                  
a material reduction in the Executive’s Base Salary;;


 


(ii)                
any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement
between the Executive and the Company;


 


(iii)               
the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except
where such assumption occurs by operation of law;


 


(iv)              
a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while
the Executive is physically or mentally incapacitated or as required by applicable; or


 


(v)                
requiring Executive to report to any person, other than the Board.


 


4.2               
Company’s Failure to Renew, Company’s
Termination without Cause or Executive’s Termination for Good Reason. The Employment Term and the Executive’s
employment hereunder may be terminated by the Company’s failure to renew the Agreement in accordance with Section 1, by
the Executive for Good Reason or by the Company without Cause. In the event of such termination, any unvested options held by
Executive will automatically vest effective on the Termination Date; the Executive shall be entitled to receive the Accrued Amounts;
and, subject to his execution of a release of claims in favor of the Company, its affiliates and their respective officers and
directors in a reasonable form provided by the Company (the “Release”) and such Release becoming effective
within 30 days following the Termination Date (such 30-day period, the “Release Execution Period”), the Executive
shall be entitled to receive a lump sum payment (calculated in each case based on the Base Salary in effect on the Termination
Date) equal to the greater of (i) six months of the Executive’s Base Salary, and (ii) (a) the Base Salary payable for the
remainder of the Initial Term (in the event such termination occurs during the Initial Term, or (b) the Base Salary payable for
the remainder of the Renewal Term (in the event such termination occurs during a Renewal Term), which shall be paid within 30
days following the Termination Date.


 




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4.3               
Death or Disability.


 


(a)                
The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment
Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability (as defined
below).


 


(b)                
If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability
(as defined below), the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled
to receive the Accrued Amounts.


 


Notwithstanding
any other provision contained herein, all payments made in connection with the Executive’s Disability (as defined below)
shall be provided in a manner which is consistent with federal and state law.


 


(c)                
For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or
mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty
(180) days out of any three hundred sixty-five (365) day period. Any question as to the existence of the Executive’s Disability
as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually
acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician,
each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing.
The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes
of this Agreement.


 


4.4               
Change in Control Termination.


 


(a)                
Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive
for Good Reason or by the Company without Cause (other than on account of the Executive’s death or Disability), in each
case within twelve (12) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and
subject to his execution of a Release which becomes effective within 30 days following the Termination Date, the Executive shall
be entitled to receive a lump sum payment equal to the sum of three years of the Executive’s Base Salary as in effect on
the Termination Date(or if greater, as in effect immediately prior to such Change in Control), which shall be paid within 30 days
following the Termination Date.


 




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(b)                
For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after
the Effective Date:


 


(i)                  
one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock
held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such
corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns
more than 50/% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;


 


(ii)                
one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the
date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of
the stock of such corporation;


 


(iii)               
a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election
is not endorsed by a majority of the Board before the date of appointment or election; or


 


(iv)              
the sale of all or substantially all of the Company’s assets.


 


4.5               
Notice of Termination. Subject to Section
1 and Section 4, above, any termination of the Executive’s employment hereunder by the Company or by the Executive during
the Employment Term (other than termination pursuant to Section 4.3(a) on account of the Executive’s death) shall be communicated
by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section
17. The Notice of Termination shall specify:


 


(a)                
The termination provision of this Agreement relied upon;


 


(b)                
To the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated; and


 


(c)                
The applicable Termination Date.


 


4.6               
Termination Date. Subject to Section 1
and Section 4, above, the Executive’s “Termination Date” shall be:


 


(a)                
If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s
death;


 


(b)                
If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is
determined that the Executive has a Disability;


 




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(c)                
If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered
to the Executive;


 


(d)                
If the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination,
which shall be no less than 30 days following the date on which the Notice of Termination is delivered; ;


 


(e)                
If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s
Notice of Termination, which shall be no less than 30 days following the date on which the Notice of Termination is delivered;
; and


 


(f)                 
If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section1,
the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.


 


Notwithstanding
anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation
from service” within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”).


 


4.7               
Mitigation. In no event shall the Executive
be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and any amounts payable pursuant to this Section 4 shall not be reduced by compensation
the Executive earns on account of employment with another employer.


 


4.8               
Resignation of All Other Positions. Upon
termination of the Executive’s employment hereunder for any reason, the Executive, effective on the Termination Date shall
be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof)
of the Company or any of its affiliates.


 


5.             
Cooperation.
The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the
Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any
reason, to the extent reasonably requested by the Board, the Executive shall cooperate with the Company in connection with matters
arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize
disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred
in connection with such cooperation and, to the extent that the Executive is required to spend substantial time on such matters,
the Company shall compensate the Executive at an hourly rate based on the Executive’s Base Salary on the Termination Date.


 


6.             
Confidential Information.
The Executive understands and acknowledges that during the Employment Term, he will have access to and learn about Confidential
Information, as defined below.


 




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6.1               
Confidential Information Defined.


 


(a)                
Definition.


For
purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not
generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to:
business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies,
techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations,
know-how, trade secrets, , databases, manuals, records, articles, systems, material, sources of material, supplier information,
vendor information, financial information, results, accounting information, accounting records, legal information, marketing information,
advertising information, pricing information, credit information, design information, payroll information, staffing information,
personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures,
graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms,
product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works
of authorship, discoveries, experimental processes, experimental results, specifications, customer information, manufacturing
information, factory lists, distributor lists, and buyer lists of the Company or its businesses or any existing or prospective
customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information
to the Company in confidence.


 


The
Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information
that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to
be confidential or proprietary in the context and circumstances in which the information is known or used.


 


The
Executive understands and agrees that Confidential Information includes information developed by him in the course of his employment
by the Company as if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential
Information shall not include information that is generally available to and known by the public at the time of disclosure to
the Executive; provided that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the
Executive’s behalf.


 


(b)                
Company Creation and Use of Confidential Information.


 


The
Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized
knowledge into developing its resources, and training its employees. The Executive understands and acknowledges that as a result
of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information
provides the Company with a competitive advantage over others in the marketplace.


 




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(c)                
Disclosure and Use Restrictions.


 


The
Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly
disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated,
or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having
a need to know and authority to know and use the Confidential Information in connection with the business of the Company and,
in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s
authorized employment duties to the Company or with the prior consent of the Board acting on behalf of the Company in each instance
(and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to
access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing
any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control
of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or
with the prior consent of the Board acting on behalf of the Company in each instance (and then, such disclosure shall be made
only within the limits and to the extent of such duties or consent. Nothing herein shall be construed to prevent disclosure of
Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent
jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required
by such law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Board.


 


(d)                
Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”).
Notwithstanding any other provision of this Agreement:


 


(i)                  
The Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of
a trade secret that:


 


(A)               
 is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney;
and (2) solely for the purpose of reporting or investigating a suspected violation of law; or


 


(B)               
is made in a complaint or other document filed under seal in a lawsuit or other proceeding.


 




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(ii)                
If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may
disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court
proceeding if the Executive:


 


(A)               
 files any document containing trade secrets under seal; and


 


(B)               
does not disclose trade secrets, except pursuant to court order.


 


7.             
Proprietary Rights.


 


7.1               
Work Product. The Executive acknowledges
and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries,
processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever,
that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by the Executive individually
or jointly with others during the period of his employment by the Company and relate in any way to the business or contemplated
business, products, activities, research, or development of the Company or result from any work performed by the Executive for
the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing the
same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments
thereof (collectively, “Work Product”), as well as any and all rights in and to US and foreign (a) patents,
patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos,
corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by
any of the foregoing, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases,
(d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case
whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such
rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively,
“Intellectual Property Rights”), shall be the sole and exclusive property of the Company.


 


For
purposes of this Agreement, Work Product includes, but is not limited to, Company information, including plans, publications,
research, strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, work in process,
databases, manuals, results, developments, reports, graphics, market studies, formulae, notes, communications, algorithms, product
plans, product designs, models, inventions, unpublished patent applications, original works of authorship, discoveries, experimental
processes, experimental results, specifications, manufacturing information, marketing information, advertising information, and
sales information.


 


7.2               
Work Made for Hire; Assignment. The Executive
acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the
Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101
and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby
irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in
and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all
past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout
the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest
in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the
absence of this Agreement.


 




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7.3               
Further Assurances; Power of Attorney.
During and after his employment, the Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect,
and transfer to the Company the Work Product as well as any and all Intellectual Property Rights in the Work Product in any jurisdiction
in the world; and (b) maintain, protect and enforce the same, including, without limitation, giving testimony and executing and
delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents
and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of attorney to
execute and deliver any such documents on the Executive’s behalf in his name and to do all other lawfully permitted acts
to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance of all Intellectual
Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company’s
request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney
is coupled with an interest and shall not be affected by the Executive’s subsequent incapacity.


 


7.4               
No License. The Executive understands
that this Agreement does not, and shall not be construed to, grant the Executive any license or right of any nature with respect
to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software, or other tools made
available to him by the Company.


 


8.             
Security.


 


8.1               
Security and Access. The Executive agrees
and covenants to comply with all Company security policies and procedures as in force from time to time.


 


8.2               
Exit Obligations. Upon (a) voluntary or
involuntary termination of the Executive’s employment or (b) the Company’s request at any time during the Executive’s
employment, the Executive shall (i) provide or return to the Company any and all Company property, and all Company documents and
materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any
Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to
the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by
the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain
in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations,
and media in the Executive’s possession or control.


 




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9.             
Governing Law: Jurisdiction and Venue.
This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts of
law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or
federal court located in the State of California, county of Los Angeles. The parties hereby irrevocably submit to the exclusive
jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in
such venue.


 


10.          
Entire Agreement.
Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive
and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the
Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.


 


11.          
Modification and Waiver.
No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed
by the Executive and the Company. No waiver by either of the parties of any breach by the other party hereto of any condition
or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar
provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties
in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof
or the exercise of any other such right, power, or privilege.


 


12.          
Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if
any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of
the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification
to become a part hereof and treated as though originally set forth in this Agreement.


 


The
parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement
in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision,
deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications
as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted
by law.


 


The
parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of
them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision
or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable
provisions had not been set forth herein.


 




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13.          
Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


14.          
Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.


 


15.          
Section 409A.


 


15.1           
General Compliance. This Agreement is
intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section
409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event
and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded
from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be
excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under
this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment
shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company
makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event
shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by
the Executive on account of non-compliance with Section 409A.


 


15.2           
Specified Employees. Notwithstanding any
other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment
is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive
is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall
not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier,
on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that
would otherwise have been paid before the Specified Employee Payment shall be paid to the Executive in a lump sum on the Specified
Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.


 


15.3           
Reimbursements. To the extent required
by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the
following:


 


(a)                
the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;


 




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(b)                
any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following
the calendar year in which the expense was incurred; and


 


(c)                
any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another
benefit.


 


15.4           
Tax Gross-ups. Any tax gross-up payments
provided under this Agreement shall be paid to the Executive on or before December 31 of the calendar year immediately following
the calendar year in which the Executive remits the related taxes.


 


16.          
Successors and Assigns.
This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive
shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor
or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business
or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.


 


17.          
Notice. Notices
and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered
or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such
other addresses as specified by the parties by like notice):


 


If
to the Company:


Rightscorp,
Inc.


3100
Donald Douglas Loop North


Santa
Monica, CA 90405


 


If
to the Executive:


 


Cecil
Bond Kyte


 


18.          
Withholding.
The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for
the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.


 


19.          
Survival.
Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall
survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	RIGHTSCORP,
    INC.
	 	 
	 	By:	/s/
    Christopher Sabec
	 	Name:
    	Christopher
    Sabec
	 	Title:	 


 


	 	EXECUTIVE	 
	 	Signature:	/s/
    Cecil Bond Kyte	 
	 	Print
    Name:	Cecil
    Bond Kyte	 


 




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