WIZARDWOrld SERVICES AGREEMENT

WIZARD WOrld SERVICES AGREEMENT

This Wizard World Services Amended and Restated Agreement (this “Agreement”) is entered into and effective as of 12:01 a.m. (Pacific time) on July 1, 2015 (the “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. 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”), develop an e-commerce retail solution and create original content for the Network.

B. WW and JV entered into the Wizard World Services Agreement dated 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 Section 6.6(a) of that certain Amended and Restated Operating Agreement of Con TV, LLC of even date herewith (“Operating Agreement”), and develop an e-commerce retail solution and create original Comic Con Sector content for the Network (the “JV Business”).

D. The parties have entered into that certain Amended and Restated Wizard World License Agreement of even date herewith, under which WW has granted licenses to JV of certain WW intellectual properties, and JV has granted licenses to WW of certain JV intellectual properties (“License Agreement”).

E. WW desires to continue to provide certain services generally described in Exhibit A (“Services”), upon the terms and subject to the conditions of this Agreement.

F. JV desires to continue to procure the Services from WW under the terms of this Agreement.

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

1. Services, Work Product and Derivative Works.

2. 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”). Each party shall refrain from disclosing, during the term of this Agreement or 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, shall 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.

3. Fees. WW shall continue to provide the Services to JV at no charge that are the same as those provided by WW for itself in its own business, and for which WW does not incur additional direct or out-of-pocket or indirect costs other than the salaries of its own full or part time employees (the “Piggy Back Services”). For all Services other than the Piggy Back Services, JV shall reimburse WW for all WW direct and indirect amounts incurred by WW in providing such Services to JV (the “Fee Services”). JV shall also reimburse WW for all out-of-pocket expenses incurred by WW in providing any Services (the “Expenses”). WW shall invoice JV for all Fee Services and Expenses on a quarterly basis, and JV shall pay such invoices within 30 days following the date of invoice.

4. Term and Termination.

5. No Warranties. SERVICES 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.

6. 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.

7. Indemnities.

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 agreed to comply with the dispute resolution procedures in Section 11.17 of the Operating Agreement, and Section 11.17 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:

If to Cinedigm:

Cinedigm Entertainment Corp.

1901 Ave. of the Stars, 12th Floor

Los Angeles, California 90067

Attn: Gary Loffredo, General Counsel

With a copy to: Christopher R. O’Brien, Polsinelli LLP

2049 Century Park East, Suite 2900

Los Angeles, California 90067

If to JV:

Con TV, LLC

1901 Ave. of the Stars, 12^th Floor

Los Angeles, California 90067

Attn: Gary Loffredo, General Counsel

If to WW:

Wizard World, Inc.

1350 Avenue of the Americas, 2nd Floor

New York, New York 10019

Attn: John Macaluso, CEO

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.

[signature page follows]

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

Exhibit A

WIZARD WORLD SERVICE SUMMARY:

Whether the above services are Piggy Back Services or Fee Services will be agreed by the parties on a case-by-case basis. The parties agree that any Fee Services provided by WW shall be provided to the JV at WW’s cost.