Wizard World, Inc. Sample Contracts

Wizard Entertainment, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WIZARD ENTERTAINMENT, INC., a Delaware corporation (October 11th, 2018)

The address of the Corporation’s registered office in the State of Delaware and the County of Kent is [1675 South State Street, Suite B, Dover, DE 19901]. The name of its registered agent at such address is [Capitol Services, Inc.]. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may designate or as the business of the Corporation may from time to time require.

Wizard Entertainment, Inc. – AMENDED AND RESTATED BYLAWS OF WIZARD WORLD, INC. (a Delaware Corporation) (October 11th, 2018)
Wizard World, Inc. – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF WIZARD WORLD, INC. Pursuant to § 242 of the General Corporation Law of the State of Delaware (October 5th, 2018)

Wizard World, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

Wizard World, Inc. – CONSULTING SERVICES AGREEMENT (January 5th, 2017)

This Consulting Services Agreement (the “Agreement”) is made effective as December 29, 2016 (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation with its principal place of business at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, California 90049 (the “Company”), and Bristol Capital, LLC, a Delaware limited liability company with its principal place of business located at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, California 90049 (“BC” and together with the Company, the “Parties” or individually a “Party”).

Wizard World, Inc. – SECURITY AGREEMENT (December 2nd, 2016)

This SECURITY AGREEMENT, dated as of December __, 2016 (this “Agreement”), is among Wizard World, Inc., a Delaware corporation (the “Company” or “Debtors”) and the holders of the Company’s 12% Senior Secured Convertible Debentures due two years following their issuance, in the original aggregate principal amount of $2,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

Wizard World, Inc. – SERIES [A/B] COMMON STOCK PURCHASE WARRANT WIZARD WORLD, INC. (December 2nd, 2016)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the date hereof (the “Initial Exercise Date”) and [on or prior to the close of business on the five year anniversary of the Initial Exercise Date]1 [until such date that this Warrant is exercised in full]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wizard World, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Wizard World, Inc. – 12% SENIOR SECURED CONVERTIBLE DEBENTURE DUE December 30, 2018 (December 2nd, 2016)

THIS 12% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Senior Secured Convertible Debentures of Wizard World, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049, designated as its 12% Senior Secured Convertible Debenture due December 30, 2018 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

Wizard World, Inc. – SECURITIES PURCHASE AGREEMENT (December 2nd, 2016)

This Securities Purchase Agreement (this “Agreement”) is dated as of December __, 2016, between Wizard World, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Wizard World, Inc. – EMPLOYMENT AGREEMENT (November 14th, 2016)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 8, 2016, but effective as of July 14, 2016 (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation with offices at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (the “Company”), and Randall S. Malinoff, an individual and resident of the State of California with an address at 25262 Prado De La Puma, Calabasas, CA 91302 ( “Executive” and, together with the Company, the “Parties” and each, a “Party”).

Wizard World, Inc. – WIZARD WORLD, INC. NON-QUALIFIED STOCK OPTION AGREEMENT EMPLOYEE (November 14th, 2016)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of November 8, 2016, by and between Wizard World, Inc. (the “Company”) and Randall S. Malinoff (the “Optionee”).

Wizard World, Inc. – NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (November 14th, 2016)

THIS NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) dated as of November 8, 2016, but effective as of July 14, 2016 (the “Effective Date”) (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation with a principal place of business at 662 N. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (“Employer”), and Randall S. Malinoff, an individual and resident of the State of California with an address at 25262 Prado De La Puma, Calabasas, CA 91302 (“Employee” and together with Employer, the “Parties” and each, a “Party”).

Wizard World, Inc. – INDEMNIFICATION AGREEMENT (November 14th, 2016)

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of November 8, 2016 but effective as of July 14, 2016, by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Randall S. Malinoff, an individual (“Indemnitee”).

Wizard World, Inc. – Wizard World, Inc. 2016 Incentive Stock and Award Plan (August 15th, 2016)
Wizard World, Inc. – EMPLOYMENT AGREEMENT (July 20th, 2016)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 15, 2016, but effective as of May 3, 2016 (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation with offices at 2201 Park Place, Suite 101, El Segundo, California 90245 (the “Company”), and John D. Maatta, an individual and resident of the State of California with an office address c/o Wizard World, Inc., 2201 Park Place, Suite 101, El Segundo, California 90245 (the “Executive” and, together with the Company, the “Parties” and each, a “Party”).

Wizard World, Inc. – NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (July 20th, 2016)

THIS NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) dated as of July 15, 2016 but effective as of May 3, 2016 (the “Effective Date”), by and between Wizard World, Inc., a Delaware corporation with a principal place of business at 225 California Street, El Segundo, California 90245 (“Employer”), and John D. Maatta, an individual and resident of the State of California with a business address c/o Wizard World, Inc. 225 California Street, El Segundo, California 90245 (“Employee” and together with Employer, the “Parties” and each, a “Party”).

Wizard World, Inc. – INDEMNIFICATION AGREEMENT (July 20th, 2016)

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of July 15, 2016 by and among Wizard World, Inc., a Delaware corporation (the “Company”), and Mr. John D. Maatta (“Indemnitee”).

Wizard World, Inc. – WIZARD WORLD, INC. NON-QUALIFIED STOCK OPTION AGREEMENT EMPLOYEE (July 20th, 2016)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 15, 2016 but effective as of May 3, 2016, by and between Wizard World, Inc. (the “Company”) and John D. Maatta (the “Optionee”).

Wizard World, Inc. – WIZARD WORLD, INC. (March 8th, 2016)

This Letter Agreement (“Agreement”) shall set forth the principal terms of the agreement between you (“You”) and Wizard World, Inc. (“Company”) under which you shall be employed to perform services on behalf of Company.

Wizard World, Inc. – WIZARD WORLD LICENSE AGREEMENT (November 20th, 2015)

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”).

Wizard World, Inc. – WIZARD WOrld SERVICES AGREEMENT (November 20th, 2015)

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”).

Wizard World, Inc. – AMENDED AND RESTATED OPERATING AGREEMENT OF CON TV, LLC (November 20th, 2015)

This Amended and Restated Operating Agreement (“Agreement”) is dated as of July 1, 2015 (the “Effective Date”), and is among Con TV, LLC, a Delaware limited liability company (the “Company”); and the entities executing this Agreement as “Members” (as set forth on Schedule A attached hereto).

Wizard World, Inc. – WIZARD WORLD, INC. THIRD AMENDED AND RESTATED 2011 INCENTIVE STOCK AND AWARD PLAN (September 29th, 2014)
Wizard World, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (September 19th, 2014)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 16th day of September, 2014, by and between Wizard World, Inc., a Delaware corporation with offices at 225 California Street, El Segundo, California 90245 (the “Company”), and John Macaluso, an individual and resident of the State of California with an office address c/o Wizard World, Inc., 225 California Street, El Segundo, California 90245 (the “Executive” and, together with the Company, the “Parties” and each, a “Party”).

Wizard World, Inc. – AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE- TENANT LEASE -- NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) (April 24th, 2013)
Wizard World, Inc. – WIZARD WORLD, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DIRECTOR (April 1st, 2013)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the 17th day of March, 2013, by and between Wizard World, Inc. (the “Company”) and Kenneth Shamus (the “Optionee”).

Wizard World, Inc. – DIRECTOR AGREEMENT (April 1st, 2013)

This DIRECTOR AGREEMENT is made as of the 17th day of March, 2013 (the “Agreement”), by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Paul L. Kessler, an individual with an address c/o Bristol Capital Advisors, LLC, 10960 Wilshire Boulevard, Suite 1050, Los Angeles, California 90024 (the “Director”).

Wizard World, Inc. – DIRECTOR AGREEMENT (April 1st, 2013)

This DIRECTOR AGREEMENT is made as of the 17th day of March, 2013 (the “Agreement”), by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Kenneth Shamus, an individual with an address at 11 Deer Horn Trail, Upper Saddle River, New Jersey 07458(the “Director”).

Wizard World, Inc. – WIZARD WORLD, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (April 1st, 2013)

This Director and Officer Indemnification Agreement, dated as of March 17, 2013 (the “Agreement”), is made by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Paul L. Kessler (the “Indemnitee”).

Wizard World, Inc. – WIZARD WORLD, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DIRECTOR (April 1st, 2013)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the 17th day of March, 2013, by and between Wizard World, Inc. (the “Company”) and Paul L. Kessler (the “Optionee”).

Wizard World, Inc. – WIZARD WORLD, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (April 1st, 2013)

This Director and Officer Indemnification Agreement, dated as of March 17, 2013 (the “Agreement”), is made by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Kenneth Shamus (the “Indemnitee”).

Wizard World, Inc. – WIZARD WORLD, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DIRECTOR (March 22nd, 2013)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the [___] day of [___________], by and between Wizard World, Inc. (the “Company”) and [___________] (the “Optionee”).

Wizard World, Inc. – SUBSCRIPTION AGREEMENT (September 20th, 2012)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of August ___, 2011 by and between Wizard World, Inc. (formerly GoEnergy, Inc.), a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (collectively, the “Subscribers” and each, a “Subscriber”).

Wizard World, Inc. – WIZARD WORLD, INC. SECOND AMENDED AND RESTATED 2011 INCENTIVE STOCK AND AWARD PLAN (July 13th, 2012)
Wizard World, Inc. – SUBSCRIPTION AGREEMENT (June 29th, 2012)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of August ___, 2011 by and between Wizard World, Inc. (formerly GoEnergy, Inc.), a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (collectively, the “Subscribers” and each, a “Subscriber”).

Wizard World, Inc. – DIRECTOR AGREEMENT (April 23rd, 2012)

This DIRECTOR AGREEMENT is made as of the 25th day of May, 2011 (the “Agreement”) by and between Wizard World, Inc., a Delaware corporation (the “Company”), and Gareb Shamus, an individual with an address c/o Wizard World, Inc., 1350 Avenue of the Americas, 2nd Floor, New York, NY 10019 (the “Director”).