WIZARDWORLD LICENSE AGREEMENT

WIZARD WORLD LICENSE AGREEMENT

This Wizard World Amended and Restated License Agreement (this “Agreement”) is entered into and effective as of 12:01 a.m. (Pacific time) on July 1, 2015 (the “Amendment Effective Date”), by Wizard World, Inc., a Delaware corporation (“WW”), and Con TV, LLC, a Delaware limited liability company (“JV”).

RECITALS

A. WW and Cinedigm Entertainment Corp. (“Cinedigm”) are joint owners of JV, which has been formed to fund, design, create, launch, and operate a digital network, worldwide in scope, which will distribute digital, on-demand entertainment via the internet and other consumer digital distribution platforms and media (e.g., gaming consoles, set-top boxes, handsets, and tablets) (“Network”), and to develop an e-commerce retail solution and create original content for the Network.

B. WW and JV entered into a Wizard World License Agreement on August 27, 2014 (the “Original Effective Date”), which the parties hereby wish to amend and restate (the “Original Agreement”).

C. JV distributes digital, on-demand entertainment via the Network focusing on the “Comic Con Sector”, as that term is defined in Section 6.6(a) of that certain Amended and Restated Operating Agreement of Con TV, LLC of even date herewith (“Operating Agreement”), and has developed an e-commerce retail solution and created original Comic Con Sector content for the Network (the “JV Business”.) The content developed and/or distributed via the Network may include still images, film or video footage, audio product, and visual representations, whether generated optically, electronically, digitally or by any other means (“Content”).

D. WW is the owner of certain registered and unregistered trademarks and service marks, pending applications or registrations issued in connection therewith, common law rights in trademarks and service marks and corresponding rights in any other country in the world, and the goodwill symbolized by all of the foregoing, as listed on Exhibit A attached hereto and incorporated herein by this reference (each individual mark, and the marks taken as a whole, referred to as the “Trademarks”).

E. WW owns or controls Content that WW , in its sole discretion, delivered to JV for use in the JV Business solely as described in this Agreement, which shall include only the items listed on Exhibit A and any Reproductions of same (each individual item, and the items taken as a whole, referred to as “WW Content”). “Reproduction” and “Reproduce” means any form of duplication, copying or publication of any or all of the WW Content, by whatever means, or the cropping, distortion, or manipulation of the whole or any part of the WW Content.

F. WW owns or controls certain existing and future copyright rights, moral rights, trade secrets, and other similar intellectual property rights in the U.S. and anywhere else in the world, in materials, software, data, databases, and other information (in any format whatsoever), which WW chooses, in its sole discretion to deliver to JV for use in the JV Business solely as described in this Agreement, which shall initially include only those described in Exhibit A (collectively, “Additional Intellectual Property”).

G. WW desires to allow JV, upon the terms and subject to the conditions of this Agreement, to continue to use the Trademarks, WW Content, and Additional Intellectual Property (each individual item, and the items taken as a whole, referred to as “WW Intellectual Property”) for use in the JV Business solely as described in this Agreement.

H. JV desires to continue to use WW Intellectual Property for the purposes of the JV Business, and desires in turn to continue to license to WW intellectual property for which JV is the owner, registrant, or licensee (with respect to the latter, each individual item, and the items taken as a whole, referred to as “JV Intellectual Property”).

I. The parties have entered into that certain Amended and Restated Wizard World Services Agreement of even date herewith, under which WW has agreed to provide Services (as that term is defined therein) to JV (“Services Agreement”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

3. Confidentiality. Either party may have and may continue, at its discretion, to divulge certain confidential information and proprietary trade secrets to the other, which are only shared by the disclosing party with third parties on a confidential basis. Each party shall preserve in strict confidence any confidential or proprietary information obtained from the other concerning the business or affairs of the other and affiliated entities, including but not limited to price lists, marketing strategies, customer lists, mailing lists, employee lists, software, databases, data, art work, designs, brochures, and procedures, whether furnished before or after the date of this Agreement, whether tangible or intangible and in whatever form or medium provided (“Confidential Information”). The parties shall refrain from disclosing, during the term of this Agreement and at any time thereafter, any such Confidential Information to any person or persons, natural or corporate, except its employees, subcontractors, and sublicensees with a need-to-know, and shall protect the disclosing party’s Confidential Information in the same manner as the receiving party protects its own Confidential Information and in any case in a reasonable manner. The receiving party shall not disclose the disclosing party’s Confidential Information to any subcontractors or sublicensees until such third parties have executed confidentiality agreements protecting the disclosing party’s Confidential Information in a substantially similar manner to the terms of this Section. Each party shall cease using and destroy the other party’s Confidential Information upon termination or expiration of this Agreement and, upon request, certify in writing to the other party that such actions have been taken. For purposes of this Agreement, Confidential Information shall not include, and these obligations shall not apply to, information that: (a) is now or subsequently becomes generally available to the public through no fault of recipient; (b) recipient can demonstrate was rightfully in its possession prior to disclosure to recipient by disclosing party; (c) is independently developed by recipient prior to the date of this Agreement without the use of any Confidential Information provided by disclosing party; or (d) recipient rightfully obtains from a third party who, to the knowledge of recipient, has the right, without obligation to disclosing party, to transfer or disclose such information.

5. No Warranties. WW INTELLECTUAL PROPERTY AND JV INTELLECTUAL PROPERTY, RESPECTIVELY, ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. JV should examine all WW Intellectual Property for possible defects (whether digital or otherwise) before using or sending any WW Intellectual Property for Reproduction. Except as described in Section 6, WW shall not be liable for any loss or damage suffered by JV or any third party, whether directly or indirectly, arising from any alleged or actual defect in any WW Intellectual Property or in any way from its Reproduction.

7. Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT for third party claims that include such damages, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCURRED BY THE OTHER PARTY AND RELATED TO THIS AGREEMENT, AND (II) WITH RESPECT TO ONE PARTY’S DAMAGES RESULTING FROM THE OTHER PARTY’S ACTIONS FOR WHICH THE OTHER PARTY HAS MADE A CLAIM AND BEEN PAID UNDER ITS INSURANCE SET FORTH IN SECTION 8, PAYMENT TO THE DAMAGED PARTY OF ALL AMOUNTS AWARDED TO THE OTHER PARTY UNDER SUCH INSURANCE SHALL BE THE DAMAGED PARTY’S SOLE REMEDY RELATING TO SUCH CLAIMS. EXCEPT TO THE EXTENT LIMITED BY THE FOREGOING, EACH PARTY SHALL BE ENTITLED TO ALL OF ITS DIRECT DAMAGES UNDER THIS AGREEMENT.

8. Insurance. Each of the parties shall, at its own cost and expense, procure, keep and maintain throughout the term of this Agreement, insurance coverage in the minimum amounts of: $2,000,000 per occurrence and $2,000,000 annual aggregate for commercial general liability; $5,000,000 per occurrence and $5,000,000 annual aggregate for professional liability; and applicable state statutory limits for workers compensation. Such policies shall cover the parties and their officers, employees and agents, for all acts, errors, omissions, and indemnities while performing under this Agreement, and shall include the other party as an additional insured under such policies. Each party shall provide copies of any and all insurance policies within 10 days of the other party’s written request for such policies.

9. Governing Law; Dispute Resolution. Except to the extent that federal law may preempt state law with respect to the matters covered hereby, this Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of laws thereof. The parties agree to comply with the dispute resolution procedures in Section 11.16 of the Operating Agreement, and Section 11.16 is incorporated herein by reference. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING, COUNTERCLAIM OR DEFENSE BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO RELATING TO THIS AGREEMENT.

10. Notices. Notices and other communications by either party under this Agreement shall be deemed given 3 days after the date of deposit with a reputable courier or the U.S. Post Office, postage prepaid, addressed as follows:

11. Miscellaneous. This Agreement, together with Exhibit A, embodies the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersedes all prior agreements and understandings relating to the subject matter herein, including without limitation the Original Agreement. It may not be modified or any right waived in any way without the written consent of both parties. If any portion or provision shall be held by any court of competent jurisdiction to be illegal or void, the remaining portions and provisions shall remain in full force and effect. JV shall not have the right to assign this Agreement in whole or in part without WW’s prior written consent.

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IN WITNESS WHEREOF, the parties have caused the execution of this Agreement with the intent to be legally bound as of the Amendment Effective Date.

Exhibit A

Trademarks

Registered Trademarks:

All trademark applications and domain names related solely to the JV Business and not otherwise contributed to JV under the Operating Agreement.

WW Content (separate list to be provided by WW in writing)

Additional Intellectual Property

Software, databases, data, podcasts, the look and feel and text on websites, social media sites, and You Tube sites, photographs, art work, designs, brochures, procedures, and graphics and art work as may be delivered by WW to JV under the terms of the Agreement, including all copyright, trade secret, moral and other similar rights therein.