EX-10.13



 Exhibit 10.13 

EMPLOYMENT AGREEMENT 

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made effective as of December     , 2011 (the
“Effective Date”-), by and between OVGUIDE.COM, INC. a Delaware (the “Company”), and SANJAY REDDY, an individual (the “Executive”), with reference to the following facts: 

RECITALS 
 A. The Company
is acquiring Live Matrix, Inc. (Live Matrix”) by merger (the “Merger Transaction”), and Executive prior to the Merger Transaction serves as Chief Executive Officer of Live Matrix; and 

B. In connection with the Merger Transaction, both the Company and Executive desire that Executive becomes the chief executive officer of the
Company immediately following the Merger Transaction on the terms and conditions set forth in this Agreement. 
 NOW, THEREFORE, in
consideration of the foregoing facts and mutual agreements set forth below, the parties, intending to be legally bound, agree as follows: 

1. Employment. Conditioned on the consummation of the Merger Transaction, the Company hereby agrees to employ Executive, and Executive
hereby accepts such employment and agrees to perform Executive’s duties and responsibilities, in accordance with the terms and conditions of this Agreement. 

1.1 Employment Term. The term of Executive’s employment under this Agreement shall be for a term commencing on the Effective Date
and ending at the earlier to occur of (a) the third (3rd) anniversary of the Effective Date (the “Third Anniversary”), or (b) such time as such employment is terminated in accordance with Section 5 hereof (the
“Employment Term”). The Agreement will continue on a roll-over one year basis if either the Company or Executive have not given written notice not to extend, and terminate, ninety (90) days prior to the Third Anniversary. 

1.2 Duties and Responsibilities: Board Seat. Executive shall serve as the Chief Executive Officer of the Company
(“CEO”). During the Employment Term, Executive shall perform all duties and accept all responsibilities incident to his position as CEO and as may be directed by the Board of Directors of the Company (the “Board”),
and shall report only to the Board of Directors. Executive shall have such powers and duties as customarily associated with the position of CEO, subject to the supervision of the Board, including without limitation oversight of day-to-day operations
of the Company, hiring and firing of key personnel and strategic oversight. Executive shall also serve on the Board as a director throughout the Employment Term. 

1.3 Extent of Service. During the Employment Term, Executive agrees to use his best efforts to carry out Executive’s duties and
responsibilities under Section 1.2 hereof. Executive shall be a full-time employee of the Company and shall devote all of his business time and energy to his employment with and by the Company. Executive shall comply with the provisions of
Section 3 hereof relating to conflicts of interest. As a material condition to this Agreement, Executive shall work from or be employed by the Company at its office at 16255 Ventura Boulevard, Encino, California 91436, or within 20 miles of
that location. 







 1.4 Base Compensation. In consideration for the services rendered by Executive hereunder,
the Company shall pay Executive a base salary (the “Base Compensation”! equal to Two Hundred Thousand Dollars ($200,000) per year. The Base Compensation shall be subject to all federal, state and local payroll tax withholding and
any other withholdings required by law. All sums payable pursuant to this Agreement shall be paid in arrears, and according to the payroll practice applicable to the Company’s other senior management, which is currently bi-weekly and may be
modified by the Company at its discretion. 
 1.5 Bonus. Executive shall receive a bonus upon a Change of Control Transaction as
provided in Exhibit A attached hereto and incorporated herein by reference (the “Bonus”); provided, that Executive must be employed by the Company at the time of the Change of Control Transaction as a condition precedent to payment
of the Bonus except as expressly provided in this Agreement. “Change of Control Transaction” means any of the following with respect to the Company: (a) the merger or consolidation of the Company with or into any other
corporation or business entity (except one in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least a majority of the outstanding securities having the right to vote in an
election of the board of directors of the surviving corporation (the “Voting Stock”)): (b) the sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all assets
of the Company; or (c) the acquisition by any person or any group of persons (other than the Company, any of its direct or indirect subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit
plan or trust of the Company or any of its direct or indirect subsidiaries) acting together in any transaction or related series of transactions, of such number of shares of the Company’s Voting Stock as causes such person or group of persons
to own beneficially, directly or indirectly, as of the time immediately after such transaction or series of transactions, 50% or more of the combined voting power of the Voting Stock of the Company. 

1.6 Equity Compensation. 

a. Stock Option Grant. In further consideration of Executive’s employment by the Company, the Company will grant Executive an award of
incentive stock options (the “Options’”) to purchase 2,000,000 shares of the common stock of the Company (the “Common Stock”), representing approximately seven and 69/100 percent (7.69%) of the fully
diluted capitalization of the Company after the Merger Transaction and including a contemplated increase in the equity incentive pool of the Company (a pro forma capitalization table is attached hereto as Exhibit Cl. at a per-share exercise price
equal to the fair market value of one (1) share of Common Stock at the time of the grant of the options, to be determined by the Board pursuant to an independent valuation report prepared in compliance with Section 409A of the Internal
Revenue Code of 1986 and regulations promulgated thereunder. The terms and conditions of such Options shall be set forth in the Company’s standard form of stock option agreement to (the “Stock Option Agreement”) and in the
Company’s then-current equity incentive plan. Executive’s execution and delivery of the Stock Option Agreement and this Agreement is a condition precedent to the grant of the Options. 







 b. Vesting of Options. The Stock Option Agreement shall provide that: 

(i) The Options shall vest over a three (3)-year period commencing with the start date of Executive’s employment with the Company
(“Start Date’”), with one-ninth (1/9) of such Options vesting on the date that is four (4) months from the Start Date, and the remaining eight- ninths (8/9) of such Options vesting in equal monthly installments
for the next subsequent 32 months, of Control Transaction. 
 (ii) The vesting of the Options shall accelerate in full upon a Change
Transaction. 
 1.7 Benefit Coverages: Vacation. During the Employment Term, Executive shall be entitled to participate in employee
pension and welfare benefit plans and programs if such programs are made available to the Company’s senior level executives as a group or to its employees generally, to the extent such plans or programs exist, and as such plans or programs may
be in effect from time to time (the “Benefit Coverages”), including without limitation, medical insurance. Notwithstanding the foregoing, nothing herein shall obligate the Company to obtain any Benefit Coverages. Executive shall be
reimbursed for all approved travel, lodging, meal, and entertainment expenses related to the Business and undertaken on behalf of the Company, in accordance with the Company’s policies for reimbursement of such expenses, which may be modified
from time to time at the Board’s discretion. 
 1.8 Indemnity: D&O Insurance. The Company shall indemnify and hold Executive
harmless from all acts or omissions by him or occurring in the course of his employment as an officer or service as a director to the same extent as the Company indemnifies and holds harmless other officers and directors of the Company. Further, the
Company shall add Executive as a named insured under its existing Directors and Officers liability insurance policy, and the Company shall maintain Directors and Officers liability insurance during the term of this Agreement. The Company shall
endeavor to purchase a directors and officers liability insurance run-off policy with respect to claims and liabilities arising from acts and omissions of officers and directors of Live Matrix with respect to the business and affairs of Live Matrix
prior to the effective time of the Merger Transaction (the “Run-Off Policy”): provided, that such Run-Off Policy shall be on commercially reasonable and market terms, conditions and pricing. 

2. Other Agreements. 
 2.1
Confidentiality Agreement. In addition to this Agreement, Executive shall execute and deliver the Company’s Invention Assignment and Confidentiality Agreement (the “Confidentiality Agreement”, a copy of which is attached
hereto as Exhibit B), and agrees to be bound by the terms of the Confidentiality Agreement. 
 2.2 Stockholders Agreement. Executive
shall be required to execute any applicable stockholders agreements between the Company and its stockholders, including without limitation the Company’s Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of
April 14, 2010. Any shares of Common Stock issued upon exercise of the Options shall be subject to any such stockholders agreements. 







 2.3 Non-Disparagement. Executive shall not at any time disparage the good name or
reputation of the Company or any of its affiliates, or take any action which brings the Company or its business into public ridicule or disrepute. 

3. Conflict of Interest. During the Employment Term and at any other time Executive is employed as an employee by, engaged as a
consultant by, or otherwise providing services to the Company, Executive agrees not to accept, on Executive’s own behalf or on behalf of any other party, any employment, engagement, obligation or other association, as an employee, partner,
contractor, consultant, owner, joint venturer or any other capacity, with any person or entity that is a competitor of the Company or with which such employment, engagement, obligation or association would otherwise be inconsistent or incompatible
with Executive’s obligations and duties to the Company, including the obligations to maintain the confidentiality of the “Confidential Information” (as defined in the Confidentiality Agreement). The foregoing notwithstanding,
the Company acknowledges that Executive presently is an investor and/or advisor in MyDamnChannel, Advanced Media Research Group, Klout and LongTail Ad Solutions (the “Outside Businesses”), and the Company further agrees that
Executive’s continued association or work with the Outside Businesses is not a violation of breach of this conflict of interest provision, the attached Confidentiality Agreement, or any other provision of this Agreement. In the future, if the
Executive intends to serve as an advisor or investor in any company, he shall receive written consent from the Board of Directors of the Company prior to making such investment or becoming an advisor. 

4. Equitable Relief. Executive agrees that in addition to any other rights and remedies available to the Company for any breach by
Executive of his obligations hereunder, the Company will be entitled to equitable relief to restrain Executive from violating the terms of this Agreement and/or to compel Executive to cease and desist all unauthorized use and disclosure of the
Company Information. 
 5. Termination. 

5.1 Termination. Notwithstanding that this Agreement is for a three (3) year term, either the Company or the Executive may
terminate Executive’s employment with the Company for any reason or for no reason. The Company and Executive acknowledge and agree that Executive’s employment with the Company is at-will, but subject to the terms hereof 

5.2 Termination by Company for Cause. The Company may terminate the Executive’s employment for Cause (as defined in
Section 5.8 below). In the event that the Company terminates Executive’s employment for Cause, Executive shall forfeit (a) the Bonus in its entirety, and (b) all Options previously granted to him by the Company, whether vested or
unvested as of the Termination Date. 
 5.3 Termination by Executive Without Good Reason. If Executive terminates his employment with
the Company without Good Reason (as defined in Section 5.8 below), Executive shall forfeit (a) the Bonus in its entirety, and (b) any Options previously granted to him that are unvested as of the Termination Date (but Executive will
retain Options that are vested as of the Termination Date). 







 5.4 Permanent Disability. This Agreement shall automatically terminate in the event of
Executive’s permanent disability. For purposes of this Section 5.4. the term “permanent disability” shall refer to the substantial inability, with or without a reasonable accommodation, of Executive to perform the
essential duties of Executive’s job under this Agreement on a full-time basis due to illness, physical or mental injury, or incapacity for a consecutive period of three (3) months. Executive agrees, in the event of a dispute under this
Section 5.4. to submit to a physical examination by a licensed physician selected by the Company as part of a good faith, interactive process to determine if Executive is permanently disabled, or may perform his job duties with a
reasonable accommodation. 
 5.5 Death. In the event that Executive’s employment with the Company terminates because of the death
of the Executive, the Company shall pay to Executive’s executors, legal representatives, or administrators, as applicable, the amount set forth in Section 5.1. The Company shall have no further liability or obligation under this
Agreement to Executive’s executors, legal representatives, administrators, heirs, or assigns or any other person claiming under or through Executive except as otherwise specifically provided in this Agreement. 

5.6 Termination by Executive for Good Reason or Termination by Company without Cause. If either (a) Executive terminates his
employment for Good Reason, or (b) the Company terminates Executive’s employment without Cause, then (i) the vesting of Executive’s Options shall accelerate in full, and all of Executive’s Options shall be deemed to be fully
vested as of the Termination Date, (ii) Executive shall be entitled to receive payment of one hundred percent (100%) of the Bonus upon the consummation of a Change of Control Transaction if termination under this Section 5.6 occurs
within nine (9) months of the signing of a definitive binding agreement with respect to such Change of Control Transaction (expressly excluding a letter of intent, term sheet or the like), and (iii) Executive shall receive a cash severance
payment of fifty thousand dollars ($50,000.00). 
 5.7 Payment on Termination. If Executive’s employment with the Company
terminates for any reason set forth in Sections 5.2, 5.3, 5.4, 5.5 or 5.6, above, then, in addition to any provisions described in each respective section, the Company shall pay or provide to Executive the Earned
Amount (as defined in Section 5.8 below). Additionally, to the extent that Executive shall retain vested Options as of the Termination Date, the Company shall deliver to Executive a certificate or other writing reflecting all of
Executive’s vested Options as of the Termination Date. Executive shall have the right to exercise the vested Options at any time prior to the date that is the tenth (10th) anniversary of the date on which the Options were granted by the
Company. 
 5.8 Definitions. 

a. “Cause” means, with respect to Executive: (i) willful breach of duty in the course of his employment or in his
capacity as a director, including without limitation willful breach of confidentiality, non-solicitation and other covenants, and fiduciary duties, to which Executive is bound (ii) habitual neglect of his duties, (iii) willful misconduct,
including without limitation theft, embezzlement or misappropriation of Company funds or property, or (iv) conviction of any felony relating to an act or omission involving the Company or the 







 
Company’s business; provided, that such breach in Section 5.8(i) above or each instance of neglect of duty in Section 5.8(ii) above shall constitute Cause if and only
if, after written notice by the Company, and a minimum fifteen (15) day opportunity for the Executive to cure, Executive has not cured the claimed willful breach; provided, further, that in the case of Section 5.8(ii). Executive
shall have a cure right only the first three (3) instances of neglect of duty, and the Company may terminate Executive for habitual neglect of duty without opportunity to cure after the third instance of neglect of duty. 

b. “Earned Amount” means, as of the Termination Date, (i) all accrued but unpaid Base Compensation; (ii) any
earned, accrued but unpaid Bonus, and (iii) any vacation and other benefits accrued and payable as required by applicable law. 
 c.
“Good Reason” means (i) a material breach by the Company of a material obligation or duty owed by Company to Executive under this Agreement; provided, that such breach shall constitute Good Reason if and only if, after written
notice by the Executive, and a minimum fifteen (15) day opportunity for the Company to cure, the Company has not cured the claimed breach, or (ii) material diminution of material duties and responsibilities of Executive as CEO without the
consent of Executive; provided, that such diminution of duties and responsibilities shall constitute Good Reason if and only if, after written notice by the Executive, and a minimum fifteen (15) day opportunity for the Company to restore such
duties and responsibilities, the Company has not made such restoration or substitution. 
 d. “Termination Date” means the
date of termination of Executive’s employment with the Company. 
 5.9 Company Property. All Company materials, including but not
limited to Confidential Information, reports, documents, data, records, equipment, and other tangible property, provided to Executive by the Company or produced by Executive or others in connection with Executive’s employment by the Company,
will be and remain the sole property of the Company, and Executive will promptly return the same to the Company, as and when requested by the Company and in any event upon termination or expiration of this Agreement. 

6. Survival. The respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s
employment to the extent necessary to the intended preservation of such rights and obligations. 
 7. Arbitration: Expenses. In the
event of any dispute, controversy, or claim under the provisions of this Agreement, other than a dispute, controversy, or claim in which the sole relief is an equitable remedy such as an injunction, the parties shall be required to have the dispute,
controversy, or claim settled by arbitration in the City of Los Angeles, California, in accordance with the commercial arbitration rules then in effect of JAMS, before a single arbitrator selected by the Company and Executive in accordance with the
rules of JAMS. Any award entered by the arbitrator shall be final, binding, and nonappealable, and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision
shall be specifically enforceable. The Company shall bear full responsibility for the arbitrator’s fees and costs. Each party shall pay for its own costs and attorneys’ fees, if any. If, however, any party prevails on a statutory claim
which affords the prevailing party attorneys’ fees, or if there is a written agreement providing for fees, the arbitrator may award reasonable fees to the prevailing party. 







 8. Notices. All notices, requests, demands and other communications which are required or
may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic or digital transmission method upon receipt of
telephonic or electronic confirmation; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified or registered mail, return
receipt requested. In each case notice will be sent to: 
  

					
	 If to the Company, to:
	  	OVGuide.com, Inc.	  	
		  	 Attn.: Peter Lee
	  	
		  	 16255 Ventura Boulevard
	  	
		  	 Encino, California 91436
	  	
		  	
Facsimile:                 
                                 
	  	
		  	
Email:                  
                                    
	  	
			
	 With a required copy to:
	  	Donald S. Lee	  	
		  	 LKP Global Law, LLP
	  	
		  	 1901 Avenue of the Stars, Suite 480
	  	
		  	 Los Angeles, CA 90067
	  	
		  	 Facsimile: (424) 239-1882
	  	
		  	 Email: dlee@lkpgl.com
	  	
			
	 If to Executive, to:
	  	Sanjay Reddy	  	
		  	 3937 Ventura Canyon Avenue
	  	
		  	 Sherman Oaks, CA 91423
	  	
		  	 E-mail: psanjayreddy@gmail.com
	  	
			
	 With a required copy to:
	  	Richard A. Love	  	
		  	 Love & Erskine LLP
	  	
		  	 11601 Wilshire Boulevard, Suite 2000
	  	
		  	 Los Angeles, CA 90025
	  	
		  	 Facsimile: 310.477.3922
	  	
		  	 E-mail: rlove@love-law.net
	  	

 or to such other addresses as the Company or Executive, as the case may be, shall designate by notice to each other person
entitled to receive notices in the manner specified in this Section. 
 9. Miscellaneous. 

9.1 Further Assurances. Each party to this Agreement shall execute all instruments and documents and take all actions as may be
reasonably required to effectuate this Agreement. 
 9.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. 







 9.3 Venue and Jurisdiction. For purposes of venue and jurisdiction, this Agreement shall
be deemed made in the City of Los Angeles, California. 
 9.4 Counterparts. This Agreement shall be executed in counterparts (which
may be in facsimile or PDF format), each of which shall be deemed an original and all of which together shall constitute one document. 
 9.5
Modification in Writing. This Agreement may be modified only by a writing executed by both parties to this Agreement. 
 9.6
Headings. The headings of the various sections of this Agreement have been inserted only for convenience and shall not be deemed in any manner to modify or limit any of the provisions of this Agreement or be used in any manner in the
interpretation of this Agreement. 
 9.7 Entire Agreement: Amendment. This Agreement, the Confidentiality Agreement and any other
agreement referenced herein contain the entire agreement between the parties to this Agreement with respect to the subject matter of this Agreement, is intended as a final expression of such parties’ agreement with respect to such terms as are
included in this Agreement, is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understandings, agreements, representations, and warranties, if any, with respect to such
subject matter, which precede or accompany the execution of this Agreement. This Agreement may be amended, and any term or provision hereof waived, only by a prior written agreement executed by each of Executive and the Company (with someone other
than Executive as the signatory for the Company). 
 9.8 Interpretation. Whenever the context so requires, all words used in the
singular shall be construed to have been used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word “person” shall be construed to include a natural person, a corporation, a firm,
a partnership, a joint venture, a trust, an estate, or other entity. 
 9.9 Partial Invalidity. Each provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application of such provision to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability, unless such provision or such application of
such provision is essential to this Agreement. 
 9.10 Successors-in-Interest and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the successors-in-interest and assigns of each party to this Agreement, except that the duties and responsibilities of Executive hereunder are of a personal nature and shall not be assignable or delegable in whole or in
part by Executive. Nothing in this Section shall create any rights enforceable by any other persons not a party to this Agreement, unless such rights are expressly granted in this Agreement to other specifically identified persons. Notwithstanding
the foregoing, the Company’s parents, subsidiaries, and controlled affiliates shall be express third party beneficiaries of this Agreement. 







 9.11 Waiver. No delay or omission in the exercise of any right or remedy shall impair such
right or remedy or be construed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act. Any waiver of a default under this Agreement must be in
writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 
 9.12 Drafting
Ambiguities. Each party to this Agreement has reviewed and revised this Agreement. Each party to this Agreement has had the opportunity to have such party’s legal counsel review and revise this Agreement. The rule of construction that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement. 

9.13 Beneficiaries: References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a
beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of
Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate, or other legal representative. 

9.14 Board Consent. To the extent that any item in this Agreement requires consent of, or is to be determined by, the Board, for so long
as Executive is a director on the Board, any such consent or determination by the Board shall require the approval of the majority of the directors other than Executive. 

[Signatures On Following Page] 







 IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement
as of the date first above written. 
  

			
	COMPANY:
	
	 OVGUIDE.COM, INC.,
 a Delaware
corporation

		
	By:	 	/s/ Peter T. Lee
		 	 
	
	EXECUTIVE:
		
	By:	 	/s/ Sanjay Reddy
		 	SANJAY REDDY, an individual


 [SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]