Portions
of this Exhibit 10.1 marked by a [__] have been omitted pursuant to a request for confidential treatment filed separately with
the Securities and Exchange Commission.


 


PARTNER


AGREEMENT


 


Partner
Agreement (the “Agreement”) is entered into by and between The Estate of Marilyn Monroe LLC (hereinafter “ABG”),
a Delaware limited liability company, and Pulse Evolution Corporation (hereinafter “Partner”), a Nevada corporation,
and is effective on October 1, 2014 (“Effective Date”).


 


1. Services.
Partner will perform the services (“Services”) and create and deliver the deliverables
(“Deliverables”) as specified on Exhibit A, for ABG. Partner shall respond promptly to all ABG inquiries
regarding the Services, and shall provide written progress reports as requested by ABG.


 


2. Project
Development. Partner will identify and develop various entertainment projects (“Project” or
“Projects”) to exploit a computer-generated likeness of Marilyn Monroe (“Virtual Marilyn”), which
would be created by Partner should the Project provide sufficient capital for such purposes, representing the photo-realistic
digital likenesses of the late celebrity, whose likeness, appearance and publicity rights are controlled by ABG.


 


3. Advances
& Royalties. In consideration for the rights granted to Partner, Partner has agreed to guarantee ABG certain minimum
sums, as set forth in Exhibit A, as an advance against the Royalties. Subject to the terms of the Agreement, and
Partner’s performance hereunder, ABG shall pay Partner the Partner IP Royalty (as defined in Exhibit A) and Partner
shall pay ABG a Development Royalty (as defined in Exhibit A).


 


4.
Ownership




 


		(a)	Intellectual
                                         Property Rights. For purposes of this Agreement, “Intellectual Property Rights”
                                         shall mean any and all proprietary rights of any kind, tangible or intangible, now known
                                         or hereafter existing, including without limitation copyrights, neighboring rights and
                                         moral rights; trade secret; trademark; and patent and other intellectual property rights,
                                         and all registrations, and applications thereof now or hereafter in force throughout
                                         the universe.
	 	 	 
		(b)	Work
                                         For Hire. Partner acknowledges that all Services performed by Partner (including, without
                                         limitation, any and all consultants, employees, persons or entities engaged by Partner
                                         or rendering services to or through Partner) are at the direction of and specifically
                                         for the use of ABG. All Deliverables created or performed by Partner shall constitute
                                         Works Made For Hire under the copyright laws of the United States, and ABG shall own
                                         full and exclusive rights in all such Deliverables. If Deliverables are deemed not a
                                         Work Made for Hire, then Partner hereby transfers, assigns and conveys all rights, title
                                         and interest (specifically excluding any intellectual property that is owned by partner
                                         and can be separated from ABG, intellectual property, hereinafter defined as “Partner
                                         Property”) in and to the results and proceeds of the Services and Deliverables
                                         to ABG and ABG shall own all Intellectual Property Rights contained therein. Partner
                                         agrees without further consideration to execute, and to cause any and all consultants,
                                         employees, persons or entities engaged by Partner or rendering services to Partner to
                                         execute any document reasonably requested by ABG to further evidence or attest to the
                                         vesting of such rights in ABG. Partner shall and hereby does waive, to the maximum extent
                                         permitted by law, the benefits of any provision of law known as droit moral or
                                         any similar law in any jurisdiction, including 17 U.S.C. §106A, and agree not to
                                         permit or prosecute any action or suit on the grounds that the work product or Deliverables
                                         as used by ABG or any other party constitutes an infringement of Partner’s droit
                                         moral. For the avoidance of doubt, ABG shall not be able to license any Partner property
                                         to a third party without the consent of Partner for commercial purposes.
	 	 	 
		(c)	Projects
                                         Developed. ABG will enter into license agreements with Targets, and Partner will enter
                                         into Development Agreements with Targets the funding for which shall be borne by third-parties
                                         or Targets, such as production companies, brand sponsors and/or financial investors.
                                         ABG and Partner will not be responsible for the animation and production costs related
                                         to the development and/or production of Projects. In the event either or both of such
                                         parties desire to become investors in Projects, such investments shall be subject to
                                         separate agreements.
	 	 	 
		(d)	Partner
                                         Materials. Partner shall retain ownership of the technology, materials and media which
                                         are separable from ABG Property and are used in the performance of Services and the execution
                                         of Projects, including but without limitation development done directly for Targets,
                                         and/or creation of Projects (“Partner Materials”). ABG shall be entitled
                                         to use the Partner Materials on a perpetual, irrevocable, assignable, sub-licensable,
                                         worldwide basis in or in connection with the ABG Property subject only to ABG paying
                                         Partner the Partner IP Royalty.



 




    	1



    	 



    


 


		(e)	ABG
                                         Materials. ABG agrees to provide Partner with the information, and material listed on
                                         Exhibit A (the “ABG Materials”). ABG hereby grants Partner a limited, nonexclusive,
                                         license to use, copy, modify and create derivative works based on the ABG Materials solely
                                         as the same is necessary for Partner’s performance of Partner’s obligations
                                         under this Agreement and provided that all such use, copying and modification shall be
                                         in strict accordance with ABG’s instructions and for the sole benefit of ABG. ABG
                                         reserves all rights not expressly granted herein. Partner agrees that it shall not, by
                                         virtue of this Agreement, acquire any rights in any Deliverables or ABG Materials or
                                         any other asset or property of ABG, whether tangible or intangible, and whether or not
                                         created by Partner or Partner Group (collectively, “ABG Property”), and if
                                         it has acquired such interest, it hereby assigns such interest back to ABG. Partner agrees
                                         not to assert any rights inconsistent with ABG’s ownership of the ABG Property.
                                         Subject to ABG’s prior written approval as to the content and timing, Partner may
                                         promote the relationship created by this agreement, on Partner website, social media
                                         accounts and prospective client pitch materials during the Term, and only in pitch meetings
                                         after expiration of the Term. In no instance shall Partner reveal the business terms
                                         contained in this Agreement or any Confidential Information (as defined below). Partner’s
                                         use of any materials shall be subject to Partner’s clearance of all third party
                                         rights (if applicable) and shall be without any warranty from ABG. During the Term and
                                         at all times thereafter, ABG will not attack any right, title or interest Partner has
                                         in or to any Partner Property.
	 	 	 
		(f)	During
                                         the Term and at all times thereafter, Partner will not attack any right, title or interest
                                         ABG has in or to any Intellectual Property, including, without limitation, the rights
                                         to any persona and related trademarks, including, without limitation the right of publicity
                                         and/or any rights arising under Section 1125 of the Lanham Act or any other similar law.
                                         During the Term and at all times thereafter, Partner will not misuse or bring into disrepute
                                         the name and character of ABG, the ABG Property or any of the affiliated or related entities
                                         or properties of either.



 


 5. Partner Warranties. Partner represents and warrants to ABG that (a) the Services shall be performed and the Deliverables created


 




(i)
in accordance with ABG’s specifications; (ii) in a professional manner, using the highest standards of workmanship, care,
good faith and integrity; and (iii) in accordance with all applicable laws, ordinances, regulations and orders, including without
limitation federal, state or local laws of the United States or any other country, and Partner shall obtain all permits, registrations
and licenses required to comply with such laws, ordinances, regulations and orders; (b) none of the Deliverables, or any part
thereof will (i) contain libelous, injurious or unlawful material; or (ii) infringe the copyright, patent, trademark, trade name,
trade secret or other proprietary rights of any third party; (c) the Deliverables and Services are free and clear of any and all
mortgages, liens or other encumbrances; and (e) neither the execution of this Agreement nor the performance of Services or delivery
of Deliverables violates or will violate any contractual right of any third party.


 


6. Insurance
Both parties shall procure and maintain insurance in an amount of at least one million dollars ($1,000,000 U.S.) per
occurrence and three million dollars ($3,000,000 U.S.) in the aggregate naming the other party as an additional insured, to
defend and protect the parties against third-party claims for personal injury, death, property damage, negligent design,
other liability claims or any advertising injury arising out of or in connection with the Services and Deliverables or either
party’s use thereof. In the event that any insurance policy required hereunder includes or permits a waiver of
subrogation, such waiver shall apply to the other party. In the event that such waiver is required by a third party
agreement, then this Agreement shall be deemed to require such waiver. Any claims covered by the other
party’s insurance policies shall not be offset or reduced in any amount whatsoever by any other insurance which either
party may independently maintain. Either party shall notify the other party of all claims regarding the results and proceeds
of Partner’s Services and/or the Deliverables.


 


(ii)
Within thirty (30) days following the execution of this Agreement, both parties shall provide each certificates of insurance certifying
that the other party and any other entity specified by ABG, have been added as additional insureds to each of the insurance policies
set forth above. Before any proposed cancellation or material modification in the coverage the insurance carrier will give the
certificate holder(s) not less than thirty (30) days’ prior written notice thereof. Upon receipt of any such notification,
the certification holder shall, in their sole discretion, have the right, to: declare a material breach of this Agreement (which
must be cured prior to any insurance lapse or result in a termination of this Agreement which termination shall take effect on
the last day of coverage, notwithstanding any provision of this Agreement to the contrary) and/or the right, but not the obligation,
to purchase replacement insurance from an insurance carrier of their choice, and the applicable party agrees to pay all costs
thereof immediately upon request by the other, failing which they may deduct the cost from any monies payable to the other party
hereunder.


 




    	2



    	 



    


 


7. Indemnity.
Partner agrees to indemnify, defend and hold harmless ABG, against any third party claim, and to pay all costs and damages
arising out of such claim (including without limitation attorneys’ fees and court costs), loss or liability arising out
of or relating to (a) the Services or the Deliverables; (b) breach of any warranty provided in this Agreement; or (c) to the
extent caused by the Partner, including without limitation any claim that the Services or Deliverables infringe any
Intellectual Property Rights or any other right or interest of any third party. ABG agrees to provide Partner with notice of
any indemnified claim known to ABG, and to provide Partner with reasonable information and assistance, at Partner’s
sole cost and expense, relative to the defense of any such claim. Partner shall not settle any indemnified claim without
ABG’s prior, written consent. Partner waives any and all immunity under RCW Title 51 or other state workers
compensation laws.


 


8a.
Confidentiality. a) Both Partner and ABG acknowledge that during and prior to the term of this Agreement, both may have access
to information regarding the other party’s business which items confidential and/or proprietary, including without limitation
information relating to technical and financial information; actual or prospective (if known to Partner) clients, customers, business
partners, or investors (collectively “Business Contacts”); business and marketing plans; suppliers; business opportunities,
and current and anticipated products and services. Both parties agree that all such information, including information disclosed
prior to the date of this Agreement, and is the confidential trade secret property of such party (“Proprietary Information”).
Both parties acknowledge and agree that all Deliverables and work product hereunder are Proprietary Information. Both parties
agree not to (i) copy, use or disclose any Proprietary Information or any tangible or intangible work product containing or referring
to such Proprietary Information for any purpose except for the benefit of such party and as necessary for the performance of this
Agreement, and otherwise as authorized in writing by the disclosing party; (ii) take advantage of any business opportunity which,
as the result of access to Proprietary Information, either party knows or should know the other party may, or is likely to consider;
(iii) remove any Proprietary Information from the other’s parties premises without prior written permission from such other
party; or (iv) accept or solicit any work, services, goods, employment or other business if doing so could reasonably be expected
to negatively impact the other parties business relationship with a business contact. Both parties further agree that during the
term of this Agreement and thereafter, they will ensure that they will comply with all of the above restrictions on use and disclosure
of Proprietary Information. Disclosure of Proprietary Information to either party shall not require prior written permission,
provided that party advises each member of the receiving party that Proprietary Information is confidential and is not to be copied
or disclosed, and further provided that each member of Partner to whom Proprietary Information is disclosed executes an agreement
in favor of the other party, agreeing to be bound by the restrictions contained in this Agreement. Proprietary Information does
not include information that disclosing party can document is or has become available to the general public without restriction
and through no breach of any obligation by either party or any other person, or which was rightfully in the possession of the
disclosing party without restriction prior to its disclosure to the other party.


 


8b.
Exceptions to Obligation of Confidentiality. This Agreement shall impose no obligation of confidentiality with respect to
any portion of the proprietary Information received hereunder which is (i) now or hereafter becomes, through no unauthorized act
on recipient’s part, generally known or available; (ii) known to the recipient at the time recipient receives the same from
the disclosing party; (iii) hereafter furnished to recipient by a third party that does not have an obligation of confidentiality
to the disclosing party with respect thereto; (iv) furnished to others by the disclosing party without restriction on disclosure;
or (v) independently developed by Recipient without use of the Disclosing Party’s proprietary Information. Nothing in this
Agreement shall prevent the Recipient from disclosing Confidential Information to the extent the Recipient is required to do so
by the rules of an applicable securities market or exchange or is legally compelled to do so by any governmental investigative
or judicial agency or court pursuant to proceedings over which such agency or court has jurisdiction; provided, however, that
prior to any such disclosure, the Recipient shall (a) assert the confidential nature of the proprietary Information to the market,
exchange or agency or court; (b) promptly notify the disclosing party in writing of the requirement, order or request to disclose;
and (c) at the disclosing party ‘s sole cost and expense, cooperate fully with the disclosing party in protecting against
any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting the confidentiality
of the information. Any proprietary Information that is disclosed under this Section shall otherwise remain subject to the provisions
of this Agreement.


 


9.
[__]


 


10.
[__]


 


11.
Termination.


 


(a) Automatic
Termination for Repetitive Breach. If Partner breaches a provision of this Agreement, and subsequently breaches the same
provision a second time (a “Repetitive Breach”), this Agreement shall be deemed automatically terminated,
with all amounts, including but not limited to any Guaranteed Minimum Royalties for the then-current-Term and any and all ABG
Development Royalties payable hereunder becoming due and payable immediately.. ABG shall provide written notice of the
initial breach.


 




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(b) ABG’s
Right to Suspend or Terminate. ABG shall have the right to suspend its performance hereunder and/or terminate this
Agreement in its entirety upon the occurrence of any of the following events, including, without limitation:


 


(i)
The failure of Partner to make any payment required to be made under this Agreement, which failure is not cured within five
(5) business days of Partner’s receipt of written notice from ABG specifying the nature of such failure with
particularity; or


 


(ii)
The breach by Partner of any of its representations or warranties herein or the failure of Partner to comply with any of the
other terms of this Agreement or otherwise discharge its duties hereunder, and such breach or failure is not cured within
fifteen (15) days of Partner’s receipt of written notice from ABG specifying the nature of such breach or failure with
particularity; or


 


(iii)
Any act of gross negligence or wanton misconduct by Partner, and such action is not corrected within ten (10) days of
Partner’s receipt of written notice from ABG specifying the nature of such action with particularity; or


 


(iv)
The making by Partner of an assignment for the benefit of creditors, or the filing by or against Partner of any petition
under any federal, national, state or local bankruptcy, insolvency or similar Laws, if such filing shall not have been
dismissed or stayed within sixty (60) day after the date thereof; or


 


(v)
The failure of Partner to generate the Minimum Net Revenue as set forth in the Summary of Commercial Terms with respect to any
Contract Year.


 


(vi)
Partner hereby acknowledges that Partner shall not have an opportunity to cure any material breach which by its terms, cannot
be cured, including, without limitation, any failure to make the Minimum Net Revenue; release of products using/including ABG
Property without prior approval from ABG; the use of Advertising and Promotional materials on or in connection with
Deliverables which were not approved by ABG; and/or the failure of Partner to assist with intellectual property maintenance
in the manner provided by ABG. For the avoidance of doubt late payments; and unintentional releases of products and
promotional material by a third party shall not be deemed an incurable breach.


 


 (c) Partner’s Right to Suspend or Terminate. Partner shall have the right to suspend its performance hereunder or terminate this Agreement in its entirety upon the occurrence of the breach by ABG of any of its representations or warranties herein or the failure of ABG to comply with the terms of this Agreement or otherwise discharge its duties hereunder, and such breach or failure is not cured within thirty (30) business days of ABG’s receipt of written notice from Partner specifying the nature of such breach or failure with particularity.




 


12.
Approvals, Quality Standards.


 




		(a)	Approval.
                                         “Approval(s)” or “Approved” shall mean ABG’s prior written
                                         consent, which may be given or withheld in ABG’s reasonable discretion.
	 	 	 
		(b)	Approval
                                         Rights. ABG shall have the right to approve all elements of the Deliverables and any
                                         advertising elements. All submissions under this Agreement shall be made in such a manner
                                         as ABG shall prescribe from time to time.
	 	 	 
		(c)	Partner
                                         shall create and submit to ABG, ideas, rough and final images. Partner shall not publicly
                                         disseminate any ABG Property or Deliverables unless and until ABG has fully and finally
                                         Approved the same. Each time Partner makes any change, the elements must be re-submitted
                                         for Approval.
	 	 	 
		(d)	Prior
                                         to the broadcast, publication, posting, public distribution and/or use thereof of sample
                                         concepts, designs and samples (“Advertising Element”) of any advertisement
                                         or other promotional material (each, an “Advertisement”) which is intended
                                         to be used in conjunction with the sales presentations by Partner, shall submit the Advertising
                                         Element to ABG for its Approval. Once an Advertising Element has been approved, Partner
                                         need not submit variations of that Advertising Element for re-approval when such variations
                                         are merely of size or date and the like; provided, however, that any substantive changes
                                         to the Advertising Element must be approved in advance pursuant to this Section 12.



 






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		(e)	Disclaimer.
                                         Partner acknowledges that it shall bear the responsibility for and expense of compliance
                                         with the Approval requirements hereunder. Partner further acknowledges that the Approval
                                         or disapproval of any Advertising Elements, Deliverables and/or ABG Property uses may
                                         be based, without limitation, solely on subjective aesthetic standards. This approvals
                                         process shall not be deemed a legal review, but purely as a process meant to verify that
                                         the use of the ABG Property has been done in a manner that complies with this Agreement.
                                         Any Approval shall not waive, diminish or negate Partner’s indemnification obligations
                                         to ABG herein.
	 	 	 
		(f)	Brandbook
                                         & Style Guides. ABG shall provide Partner with a brand book and/or Style Guide, which
                                         is subject to seasonal updates and other changes from time to time (“Style Guide”).
                                         Partner shall follow the rules set forth in the Style Guide.
	 	 	 
		(g)	Third
                                         Party Acts. Partner will use its best efforts to ensure that its subcontractors abide
                                         by the terms of this Agreement. All acts of any such subcontractors shall be deemed to
                                         be the acts of the Partner for all purposes of this Agreement.
	 	 	 
		(h)	Goodwill
                                         and Quality Standards. Partner acknowledges that, if the Deliverables or Advertising
                                         Elements are of inferior quality in material and/or workmanship, then the substantial
                                         goodwill, which ABG has built up and now possesses in the ABG Property, will be impaired.
                                         Accordingly, Partner warrants to ABG that the Deliverables and Advertising Elements will
                                         maintain the high standards, appearance and quality of the Approved versions. If there
                                         is a substantial or material departure from the Approved versions of anything using the
                                         ABG Property then ABG shall have the right, in the reasonable exercise of its sole and
                                         absolute discretion, to withdraw the Approval.



 


	13.	Law/
                                         Jx / Dispute Resolution / Law: This Agreement shall be governed by the laws of the State
                                         of New York, without regard to its choice of law rules. The United Nations Convention
                                         for the international sale of goods shall not apply to Agreement. Jurisdiction: Partner
                                         consents to exclusive jurisdiction of and venue in the state courts located in New York,
                                         New York in connection with any suit or action arising out of or relating to this Agreement.
                                         Service of process may be sent by mail to Partner at the address set forth herein, and
                                         such service shall be deemed valid service of process. Partner hereby waives any right
                                         to object, on any basis, to the venue, forum and/or jurisdiction of the state courts
                                         located in New York, New York. Dispute Resolution: Prior to filing any action as aforesaid,
                                         the parties shall submit any dispute arising out of or relating to this Agreement to
                                         JAMS in New York, New York, with the selection of a mediator being made by the mutual
                                         agreement of the parties within 10 days of either party’s notice of the intent
                                         to mediate the dispute. In the event that: (a) the parties are unsuccessful at mediation;
                                         or (b) the parties do not mutually agree on a mediator in the aforesaid time frame; or
                                         (c) either party fails or refuses to respond / appear, then the party requesting mediation
                                         may file in State Court in New York, New York. The prevailing party in any action or
                                         suit in law or equity brought to enforce or interpret the provisions of this Agreement
                                         shall be entitled to recover its costs and expenses incurred in connection with such
                                         mediation, action or suit, including without limitation reasonable attorneys’ fees
                                         incurred in all levels and proceedings, including settlement and appeal, in addition
                                         to and not in limitation of any other relief to which it may be entitled.
	 	 
	14.	Injunctive
                                         Relief. Notwithstanding the exclusive jurisdiction clause in Section 13 above, Partner
                                         acknowledges that breach of the confidentiality or ownership provisions of this Agreement
                                         would irreparably injure ABG, which injury could not adequately be compensated by money
                                         damages. Accordingly, Partner agrees that ABG may seek and obtain injunctive relief from
                                         the breach or threatened breach of any provision, requirement or covenant of this Agreement,
                                         in addition to and not in limitation of any other legal remedies and without posting
                                         bond therefore in any court in any territory. ABG may seek an injunction before any court
                                         of competent jurisdiction, not limited to a court located in New York, and Partner agrees
                                         not to contest the jurisdiction of any such court, nor assert, by way of motion, defense
                                         or otherwise, that the Agreement of the subject matter hereof may not be enforced in
                                         or by such court.
	 	 
	15.	Audit.
                                         Both Party’s shall keep and maintain accurate account books and records covering
                                         all transactions relating to this Agreement. Both Party’s are entitled to audit
                                         and inspect such records related to this Agreement at either party’s office during
                                         the term of the Agreement or after the term of the Agreement, but no more than once per
                                         statement, once per calendar year and upon thirty (30) days prior written notice. If
                                         either party or his representatives find a deficiency in the amounts paid for any period
                                         under audit, the audited party shall promptly pay audit discrepancy to the other party
                                         if such discrepancy amounts to [___].



 



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	16.	General.
                                         Headings are for reference only and shall not be of any effect in construing the contents
                                         hereof. Partner shall not assign or transfer this Agreement or any right or obligation
                                         hereunder, in whole or in part, without the prior written consent of ABG. Any attempt
                                         to assign or transfer by Partner without the written consent of ABG shall be void and
                                         of no force and effect. This Agreement, including any exhibits and attachments incorporated
                                         herein, contains the entire understanding of the parties as to the subject matter hereof,
                                         and may not be altered in any way except by an instrument signed by both parties. The
                                         provisions of this Agreement shall govern any Proprietary Information disclosed, Services
                                         performed or work product or Deliverables created prior to its effective date. If any
                                         provision of this Agreement is held to be illegal, invalid, or unenforceable, that provision
                                         shall be severed or reformed to the extent necessary to be enforceable, and the remaining
                                         provisions hereof shall remain in full force and effect. A waiver by either party of
                                         any provision of this Agreement must be in writing and signed by such party, and shall
                                         not imply a subsequent waiver of that or any other provision. Duplicate originals of
                                         this Agreement may be executed, each of which shall be deemed an original but both of
                                         which together shall constitute an Agreement. All notices permitted or required to be
                                         given under this Agreement shall be in writing and shall be deemed duly given upon personal
                                         delivery (against receipt) or on the fourth day following the date on which each such
                                         notice is deposited postage prepaid in the United States Mail, registered or certified,
                                         return receipt requested, to the address (es) set forth under each party’s signature
                                         to this Agreement, and otherwise as requested in writing by a party in accordance herewith.



 


This Agreement
is accepted by each of the Parties as of the date executed by both parties below:


 


	The
    Estate of Marilyn Monroe LLC 	 	Pulse
    Evolution Corporation
	100 West 33rd
    St, Suite 1007	 	10521
    SW Village Ctr., Suite 201
	NY,
    NY 10001	 	Port
    St. Lucie FL 34987



 

	/s/
    Terri DiPaolo	 	/s/
    John C. Textor
	Authorized
signature	 	Authorized
    signature



 

	Terri
    DiPaolo, COO & General Counsel	 	John
    Textor, Chairman
	Print
    name and title	 	Print
    name and title
	 	 	 
	10/6/2014	 	October
    6, 2014
	Date	 	Date


 




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EXHIBIT
A


 


This
Exhibit A is subject to the terms and conditions of that certain Partner Agreement (the “Agreement”) between The Estate
of Marilyn Monroe LLC (hereinafter “ABG”), a Delaware limited liability company, and Pulse Evolution Corporation (hereinafter
“Partner”), a Nevada corporation, dated October 1, 2014.


 


1. Term:


 


	 	(a)	The
    “Initial Term” shall mean the period beginning on the Effective Date and ending December 31, 2019.



 

	 	(i)	“Contract
    Year 1” shall mean the Effective Date through December 31, 2015.
	 	 	 
	 	(ii)	“Contract
    Year 2” shall mean January 1, 2016 through December 31, 2016.
	 	 	 
	 	(iii)	“Contract
    Year 3” shall mean January 1, 2017 through December 31, 2017.
	 	 	 
	 	(iv)	“Contract
    Year 4” shall mean January 1, 2018 through December 31, 2018.
	 	 	 
	 	(v)	“Contract
    Year 5” shall mean January 1, 2019 through December 31, 2019.



 

	 	(b)	Provided
    that Partner is not in breach of the Agreement, and provided that Minimum Net Revenues of at least [___], Partner shall
    have one (1) option to renew the Agreement (“Renewal Term Option”) on the terms set forth herein for a
    consecutive period of five (5) years (the “Renewal Term” numbered consecutively). Partner shall exercise
    its Renewal Term Option not less than three (3) months and not more than twelve (12) months in advance of the expiration of
    the Initial Term.



 

2. The
Initial Term and the Renewal Term are hereinafter individually and collectively referred to as the “Term”
and individually as a “Contract Period”. For the purposes of the Agreement, a “Calendar
Quarter” shall mean each of the following three (3) month periods during a given calendar year: from January 1
through March 31; from April 1 through June 30; from July 1 through September 30; and from October 1 through December
31.


 


3. Description
of Services provided by Partner during the Term: Partner will create and present sales presentations to third parties
(“Targets”), for use in the commercial exploitation of Virtual Marilyn in commercials and live entertainment.
When a Target enters an agreement with Partner, ABG and Target will work directly on a licensing agreement for the
Intellectual Property Rights, and Partner and Target work together on an agreement for Partner’s development services
for the Project (“Development Agreement”).


 


 4. Launch Fee and Royalties:




 


	 	(a)	Launch
    Fee: Partner shall pay ABG a Launch Fee of [___].
	 	 	 
	 	(b)	Revenue
    Share of Target agreements: ABG to pay Partner [___] (“Partner IP Royalty”) and keep [___] (“ABG
    IP Royalty”) of [__] from deals with a Target that are secured by Partner during the Term. 
	 	 	 
	 	(c)	Partner
    to pay ABG a [___] royalty (“ABG Development Royalty”) and keep [___] (“Partner Development
    Royalty”) of [__].
	 	 	 
	 	(d)	For
    purposes of this Agreement both Partner IP Royalty and ABG Development Royalties are collectively referred to as “Royalties”.
    All Royalties actually earned by ABG shall be used to recoup the balance of the GMR in each Contract Year, to the extent Royalties
    earned by ABG exceed the GMR, ABG shall be entitled to keep such excess.



 






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	 	(i)	Either
    party will only be liable for payments to the other party in cases where payment is actually received from Target.
	 	 	 
	 	(ii)	As
    used herein the term “[___] Royalty Revenue” shall mean [__].



 

	 	(e)	All
    Royalties shall be paid to Partner within thirty (30) days after the conclusion of each Calendar Quarter.


 


5.
The “Guaranteed Minimum Royalty(ies)” for Partner to
retain the rights to provide Services (also known as the “GMR(s)”) shall mean non-returnable advances recoupable against
Royalties due in the same Contract Year.


 


	 	(i)	For
    each Contract Year during the Term, the GMR’s payable to ABG by Partner shall be:


 


	Contract
    Year	 	GMR
	1	 	[___]
	2	 	[___]
	3	 	[___]
	4	 	[___]
	5	 	[___]


 


* GMR for
Contract Year 1 shall be payable [___].


 


	 	(i)	For
    each Renewal Term (if any): (A)) [___] of the GMR of the final Contract Year of the prior Contract Period
	 	 	 
	 	(ii)	In
    the event that the annual Royalties earned by ABG exceed the annual GMR paid by Partner under this Agreement, ABG shall retain
    the ABG Royalties.



 

	 	(ii)	Partner
    hereby acknowledges that the GMR is payable to ABG even if Partner fails to develop sell or market during the Term, and is
    a condition of ABG entering into the Agreement. Except for the Launch Fee set forth in Section 4 above, Partner shall pay
    the GMR to ABG [__]. In the events that the [__] Royalty exceeds the [__] portion of the GMR, Partner shall pay the Royalties
    in excess of the previously paid portion of the GMR to ABG [__].



 

 6. “Minimum Net Revenues” shall be defined as Gross Revenues received from Targets by ABG.


 




	Contract
    Year	 	Minimum
    Net Revenues
	1	 	[___]
	2	 	[___]
	3	 	[___]
	4	 	[___]
	5	 	[___]



 

	 	(a)	If
    [___] is earned in Net Revenues in Contract Year 5, Partner shall receive the right for one (1) five year option to
    renew the Agreement (“Renewal Term Option”). If Renewal Term is exercised, Minimum [___] Revenues for the
    Renewal Term shall be:


 


	Contract
    Year	 	Minimum
    Net Revenues
	6	 	[___]
	7	 	[___]
	8	 	[___]
	9	 	[___]
	10	 	[___]


 


7. Territory:
Worldwide


 






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	The Estate of Marilyn Monroe LLC	 	(“Partner”) Pulse Evolution Corporation
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	 	 	 	 	 
	Printed Name:	 	 	Printed Name:	 
	 	 	 	 	 
	 	 	 	 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	 	 	 	 	 
	Date:	 	 	Date:	 
	 	 	 	 	 



 






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