Date: 31 March 2012


 


	To:	Christopher Williams
	 	69 Bridge Street
	 	Manchester, MA 01944


 


Subject: Termination of Employment


 


Dear Christopher Williams;


 


THIS TERMINATION OF EMPLOYMENT is entered into by KIT digital,
Inc. (“Employer”) and Christopher Williams (“you”). We both agree that your employment relationship with
KIT Digital, Inc. will terminate. You are being provided formal notice that your date of employment termination will be 15 July
2012. Both you and KIT Digital, Inc. agree to set forth the following terms and conditions upon which the employment relationship
is to be terminated:


 


		-	Your last day of work will be 31 March 2012 and you will be paid 3.5 months in lieu of notice (through
15 July 2012). During this time period, you agree to provide reasonable transition assistance to KIT Digital, Inc. You will have
access to a laptop and office space during the transition.



 


		-	Your accrued and unused Paid-Time-Off (PTO) will be paid in your final paycheck. As of July 15,
your accrued and unused PTO balance will be 160 PTO hours (20 PTO days).



 


		-	Upon termination of your employment your medical and dental benefits will continue through 31 July
2012. You will be eligible for the continuation of your medical and dental benefits beyond 31 July 2012 through COBRA. You must
however enroll for COBRA coverage to extend your medical and dental plan benefits. You will receive notification for COBRA coverage
at your home address. To be eligible for COBRA coverage, you must have been enrolled in the company’s benefit plans when
you were an active employee.



 


KIT digital, Inc.


1100 Circle 75 Parkway, 6th Floor


Atlanta, GA 30339


Website: www.kitd.com


 



    	 



    	 



    

 





 


 


		-	Any stock options will vest through
                                                              31 December 2012. A copy of the Employee Stock Option Exercise Form
                                                              is attached for your reference. The completed exercise form should
                                                              be sent to John Clark in New York at john.clark@kit-digital.com.



 


		-	Your final, outstanding invoices totaling $38,500 for services provided between September 2010
and December 2010 will be paid within thirty (30) days of the acceptance date of this letter and processed and paid through the
accounting department.



 


		-	The terms and conditions of this agreement are to be private and confidential, and you agree not
to disclose any of these terms and conditions to any person except your spouse, your attorney, or your tax advisor, unless disclosure
is necessary to carry out the terms of this Agreement, or to supply information to any taxing authority, or is otherwise required
by law.



  


If you should have any questions regarding
this document or package, please feel free to contact me.


 


Sincerely,


  


	/s/ Lou Schwartz	 
	Lou Schwartz	 
	General Counsel and Managing Director, Americas	 
	KIT digital, Inc.	 


 


	Agreed to and Accepted:	 	 	 
	 	 	 	 
	/s/ Christopher Williams 	 	04/23/2012	 
	Christopher Williams	 	Date	 


 


KIT digital, Inc.


1100 Circle 75 Parkway, 6th Floor


Atlanta, GA 30339


Website: www.kitd.com