SUBSCRIPTION AGREEMENT


 


THIS
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 21, 2011, by and between Wizard World,
Inc., a Delaware corporation with its headquarters located at 1350 Avenue of the Americas, New York, New York 10019 (the
“Company”), and the subscriber identified on the signature page hereto (the “Subscriber”).



 


WHEREAS, the
Company and Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the provisions of Section 4(2) and/or Regulation D (“Regulation D”) promulgated by the United States Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”); and


 


WHEREAS, the
parties hereto desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to
Subscriber, and Subscriber shall purchase, in the aggregate, that number of shares of common stock, par value $.0001 per share,
of the Company (the “Common Stock”) as is set forth on the signature page hereto (the “Shares”)
at an aggregate purchase price (the “Purchase Price”) equal to the amount set forth on the signature page hereto.


 


NOW, THEREFORE,
in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and Subscriber hereby agree
as follows:


 


1.Purchase
and Sale. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign,
transfer and deliver to Subscriber, and Subscriber hereby agrees to purchase and accept delivery from the Company, the Shares free
of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other encumbrances of any kind or
nature whatsoever (“Encumbrances”), for the consideration specified herein (such consideration, on a per share
basis, the “Share Price”).


 


2.Subscriber Representations
and Warranties. Subscriber hereby represents and warrants to and agrees with the Company that:


 


(a)Standing of
Subscriber. If Subscriber is an entity, such Subscriber is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its formation. If Subscriber is a natural person, such Subscriber is not a minor and has the legal capacity
to enter into this Agreement;


 


(b)Authorization
and Power. Subscriber has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares
being sold to Subscriber hereunder. The execution, delivery and performance of this Agreement by Subscriber and, if Subscriber
is an entity, the consummation by Subscriber of the transactions contemplated hereby have been duly authorized by all necessary
company action, and no further consent or authorization of Subscriber, its board of directors or similar governing body, or stockholders
is required, as applicable. This Agreement has been duly authorized, executed and delivered by Subscriber and constitutes, or shall
constitute when executed and delivered, a valid and binding obligation of Subscriber, enforceable against Subscriber in accordance
with the terms thereof;


 


(c)No Conflicts.
If Subscriber is an entity, the execution, delivery and performance of this Agreement and the consummation by Subscriber of the
transactions contemplated hereby do not and will not result in a violation of Subscriber’s charter documents, bylaws or other
organizational documents, as applicable;


 






    	 



    	 



    
 


(d)Information
on Subscriber. Such Subscriber is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation
D promulgated by the Commission under the Securities Act and affirmed by Subscriber in the completed Purchaser Questionnaire attached
hereto as Exhibit A, is experienced in investments and business matters, has made investments of a speculative nature and
has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives,
has such knowledge and experience in financial, tax and other business matters as to enable Subscriber to utilize the information
made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the
proposed purchase, which represents a speculative investment. Subscriber is able to bear the risk of such investment for an indefinite
period and to afford a complete loss thereof. Subscriber is not required to be registered as a broker-dealer under Section 15 of
the Securities Exchange Act of 1934, as amended;


 


(e)Purchase
of Shares. Subscriber will purchase the Shares for its own account for investment and not with a view toward, or for resale
in connection with, the public sale or any distribution thereof in violation of the Securities Act or any applicable state securities
law, and has no direct or indirect arrangement or understandings with any other person or entity to distribute or regarding the
distribution of such Shares;


 


(f)Compliance with Securities
Act. Subscriber understands and agrees that the Shares are “restricted securities” and
have not been registered under the Securities Act or any applicable state securities laws by reason of their issuance in a transaction
that does not require registration under the Securities Act, and that such Shares must be held indefinitely unless a subsequent
disposition is registered under the Securities Act or any applicable state securities laws or is exempt from such registration;


 


(g)Legend.
The Shares shall bear the following or similar legend:


 


“THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (REASONABLY ACCEPTABLE TO THE COMPANY), IN AN ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”


 


(h)Communication
of Offer. Subscriber has a preexisting personal or business relationship with the Company or one or more of its directors,
officers or control persons, and the offer to sell the Shares was
directly communicated to Subscriber by the Company. At no time was Subscriber presented with or solicited by any leaflet, newspaper
or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend
a promotional meeting otherwise than in connection and concurrently with such communicated offer;


 


(i)No
Governmental Endorsement. Subscriber understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Shares or the suitability
of the investment in the Shares, nor have such authorities passed upon or endorsed the merits
of the offering of the Shares;


 






    	 



    	 



    
 


(j)Receipt of
Information. Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether
to purchase the Shares. Subscriber further represents that through its representatives it has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties
and financial condition of the Company and to obtain additional information (to the extent the Company possessed such information
or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it
or to which it had access; and


 


(k)No Market
Manipulation. Subscriber and Subscriber’s affiliates have not taken, and will not take, directly or indirectly, any action
designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common
Stock, to facilitate the sale or resale of the Shares or affect the price at which the Shares may be issued or resold.


 


3.Company Representations
and Warranties. The Company represents and warrants to, and agrees with, Subscriber that:


 


(a)Due Incorporation.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its
incorporation;


 


(b)Authority;
Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is the valid and binding
agreement of the Company, enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally, or principles of equity.
The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations
thereunder;


 


(c)Consents.
No consent, approval, authorization or order of any court, governmental agency or body having jurisdiction
over the Company or of any other person is required for the execution by the Company of this Agreement and compliance and performance
by the Company of its obligations hereunder, including, without limitation, the issuance and sale of the Shares; 


 


(d)No Violation
or Conflict. Neither the issuance nor the sale of the Shares nor the performance of the Company’s obligations under this
Agreement will:


 


(i)violate, conflict
with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both
would be reasonably likely to constitute a default) under (a) the charter or bylaws of the Company or (b) any decree, judgment,
order or determination applicable to the Company of any court, governmental agency or body having jurisdiction over the Company
or over the properties or assets of the Company or (c) any contract, agreement, instrument or undertaking to which the Company
or any subsidiary is a party; or


 


(ii)result in the
creation or imposition of any lien, charge or encumbrance upon the Shares except in favor of Subscriber as described herein;


 






    	 



    	 



    
 


(e)The
Shares. Upon issuance, the Shares:


 


(i)shall be free
and clear of any security interests, liens, claims or other Encumbrances, subject only to restrictions upon transfer under the
Securities Act and any applicable state securities laws;


 


(ii)shall have been
duly and validly issued, fully paid and non-assessable; and


 


(iii)will not subject
the holders thereof to personal liability by reason of being such holders;


 


(f)No General
Solicitation. Neither the Company, nor any of its affiliates, nor any person or entity acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection
with the offer or sale of the Shares;


 


(g)Investment
Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as
amended; and


 


(h)Full
Disclosure. No representation or warranty or other statement made by the Company in this Agreement in connection with the contemplated
transactions contains any untrue statement of material fact or omits to state a material fact necessary to make the representations
and warranties set forth herein, in light of the circumstances in which they were made, not misleading.


 


4.Broker’s
Commission/Finder’s Fee. Each party hereto represents to the other that there are no parties entitled to receive
fees, commissions, finder’s fees, due diligence fees or similar payments in connection with the consummation of the transactions
contemplated hereby. Each party hereto agrees to indemnify the other against and hold the other harmless from any and all liabilities
to any persons claiming brokerage commissions or similar fees on account of services purported to have been rendered on behalf
of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of the indemnifying
party’s actions.


 


5.Covenants
Regarding Indemnification. Each party hereto agrees to indemnify,
hold harmless, reimburse and defend the other party and the other party’s officers, directors, agents, counsel, affiliates,
members, managers, control persons, and principal shareholders, as applicable, against any claim, cost, expense, liability, obligation,
loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the indemnified party or any such person
which results, arises out of or is based upon (i) any breach of any representation or warranty by the indemnifying party in this
Agreement or (ii) any breach or default in performance by the indemnifying party of any covenant or undertaking to be performed
by the indemnifying party.


 


6.Miscellaneous.


 


(a)Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery or facsimile, addressed as set forth on the signature pages hereto or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated on the signature page hereto (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business
day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur.


 






    	 



    	 



    
 


(b)Entire Agreement;
Assignment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed by both parties hereto. Neither the Company nor Subscriber has relied on any representations
not contained or referred to in this Agreement and the documents delivered herewith.


 


(c)Counterparts/Execution.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.
This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the
same force and effect as if such signature page were an original thereof.


 


(d)Law
Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York without regard to principles of conflicts of laws. Any action brought by either party hereto against the other concerning
the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts
located in the state of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. The parties hereto agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive
trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees
and costs.


 


(e)Severability.
In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law.


 


(f)Captions.
The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience;
such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any
of the provisions of this Agreement.


 






    	 



    	 



    
 



SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 


Please acknowledge
your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become
a binding agreement between us.


 


 

 


	 	Wizard World, Inc.
a Delaware corporation
	 	 
	 	 
	 	By: 	/s/ Michael Mathews
	 	Name:
Title:	Michael Mathews
Executive Chairman
	 	 	 
	 	Address:	1350 Avenue of the Americas
2nd Floor
New York, New York 10019
	 	 	 
	 	Facsimile No.: (646) 607-8183
	 	 	 
	 	Dated: December
21, 2011



 


 


	SUBSCRIBER
	
        Name of Subscriber:

         

        Michael Mathews 2011 Children’s
        GRAT

         

        Address:


_________________________________________

         

        _________________________________________

         

        Fax No.: ________________________________

         

        Taxpayer ID# (if applicable): ________________

         

        _________________________________________

         

        (Signature)

         

        By: /s/ Nancy Mathews, trustee

         

        Dated: December 21, 2011

         

        Number of Shares: 357,143

         

        Aggregate Purchase Price: $250,000.00

         

        (No. Shares x purchase
        price per Share)




 


 


 


[Signature Page to Wizard World, Inc.
Subscription Agreement]