FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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As filed with the Securities and Exchange Commission on July 1, 2016 Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FOTV MEDIA NETWORKS INC. (Exact name of registrant as specified in its charter)

Delaware 7841 45-3343730 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) FOTV Media Networks Inc. 338 N. Canon Drive, 3rd Floor Beverly Hills, California 90210 (877) 733-1830 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Alkiviades (Alki) David Chairman and Chief Executive Officer FOTV Media Networks Inc. 338 N. Canon Drive, 3rd Floor Beverly Hills, California 90210 (877) 733-1830 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:

Spencer G. Feldman, Esq. Richard I. Anslow, Esq. Olshan Frome Wolosky LLP Ellenoff Grossman & Schole LLP 1325 Avenue of the Americas, 15 th Floor 1345 Avenue of the Americas, 11 th Floor New York, New York 10019 New York, New York 10105 Telephone: (212) 451-2300 Telephone: (212) 370-1300 Fax: (212) 451-2222 Fax: (212) 370-7889 Email: [email protected]

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Proposed Proposed Amount maximum http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

maximum Title of each class of to be offering price aggregate Amount of securities to be registered (1) registered (1) per share (1) offering price (1) registration fee Common Stock, par value $0.001 per share 4,312,500 $8.00 $34,500,000 (2) $3,474.15

(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Includes 562,500 additional shares that the registrant may agree to sell as an over-subscription allowance. This registration statement shall also cover, pursuant to Rule 416 under the Securities Act, any additional shares of common stock that shall become issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) The registration fee is based on the maximum amount of gross proceeds in the offering of $34,500,000, inclusive of the over-subscription allowance of up to 562,500 shares of common stock.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to Completion, dated July 1, 2016 PRELIMINARY PROSPECTUS 3,750,000 Shares FOTV MEDIA NETWORKS INC.

Common Stock

This is an initial public offering of shares of our common stock. We are offering on a best efforts basis up to 3,750,000 shares of our common stock, with a minimum offering amount of 2,500,000 shares of our common stock. We have also granted the underwriters an option to sell on a best efforts basis an over-subscription allowance of up to 562,500 shares of common stock, representing an additional 15% of the maximum offering amount. Prior to this offering, there has been no public market for our common stock. We expect that the initial public offering price will be $8.00 per share. We have reserved the symbol “FOTV” for purposes of listing our common stock for trading on the Nasdaq Capital Market and have applied to list our common stock on such exchange. If the application is approved, trading of our common stock on the Nasdaq Capital Market is expected to begin within five days after the date of initial issuance of the common stock.

Investing in our common stock may be considered speculative and involves a high degree of risk, including the risk of losing your entire investment. See “ Risk Factors ” beginning on page 21 to read about the risks you should consider before buying shares of our common stock. We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 14 of this prospectus for more information.

Proceeds to Public Underwriting Offering Us, Before Commissions Expenses Price (1) (2) Per share $ $ $ Total minimum offering (2) $ $ $ Total maximum offering (2) $ $ $ Total with over-subscription allowance (2) $ $ $

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated July 1, 2016 PRELIMINARY PROSPECTUS 3,750,000 Shares FOTV MEDIA NETWORKS INC.

Common Stock

(1) For the purpose of estimating the underwriting commissions, we have assumed that the underwriters will receive their maximum commission on all sales made in this offering, plus an advisory fee not to exceed $50,000. The underwriters will also be entitled to reimbursement of out-of-pocket expenses incurred in connection with this offering, including fees and expenses of their counsel. (2) We estimate the total expenses of this offering, excluding the underwriting commissions, will be $575,000 if the minimum number of shares is sold in this offering and $625,000 if the maximum number of shares is sold in this offering (including the over-subscription allowance amount). Because this is a best efforts offering, the actual public offering amount, underwriting commissions and proceeds to us are not presently determinable and may be substantially less than the total maximum offering set forth above. We have granted the underwriters an option to sell on a best efforts basis an over-subscription allowance of up to 562,500 shares of common stock, representing an additional 15% of the maximum offering amount. In order for the option to become exercisable, we must have sold the minimum number of shares of common stock necessary to satisfy the terms of this offering and our common stock must have been approved for listing on the Nasdaq Capital Market. Once exercisable, the option shall remain open until , 2016. We will sell this over-subscription allowance of shares on a continuous basis at the offering price set forth above. See “Underwriting” beginning on page 101 of this prospectus for more information on this offering and the underwriting arrangements. Bonwick Capital Partners is acting as the sole representative of the underwriters and, together with Network 1 Financial Securities, Inc., is acting as co-manager for this offering. The underwriters are selling shares of our common stock in this offering on a best efforts basis and are not required to sell any specific number or dollar amount of the shares offered by this prospectus, but will use their best efforts to sell such shares. We do not intend to close this offering unless we sell at least a minimum number of 2,500,000 shares of common stock, at the price per share set forth in the table above. This offering will terminate on , 2016 (60 days after the date of this prospectus), unless we sell the minimum number of shares of common stock set forth above before that date or we decide to terminate this offering prior to that date. The gross proceeds of this offering will be deposited at Signature Bank, New York, New York, in an escrow account established by us, until we have sold a minimum of 2,500,000 shares of common stock. Once we satisfy the minimum stock sale condition, the funds will be released to us. In the event we do not sell a minimum of 2,500,000 shares of common stock and raise minimum gross proceeds of $20,000,000 by , 2016, all funds received will be promptly returned to investors without interest or offset. See “Prospectus Summary – The Offering” on page 17. Delivery of the shares of our common stock is expected to first be made in an initial closing on or about , 2016.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriters and Co-Managers

Bonwick Capital Partners LLC Network 1 Financial Securities, Inc. The date of this prospectus is , 2016

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TABLE OF CONTENTS

Page Prospectus Summary 1 Risk Factors 21 Cautionary Note Regarding Forward-Looking Statements 40 Industry and Market Data 41 Use of Proceeds 42 Dividend Policy 44 Capitalization 45 Dilution 46 Management’s Discussion and Analysis of Financial Condition and Results of Operations 48 Business 66 Management 84 Executive Compensation 90 Certain Relationships and Related Party Transactions 93 Principal Stockholders 95 Market for Common Equity and Restated Stockholder Matters 97 Description of Capital Stock 98 Shares Eligible for Future Sale 101 Underwriting 103 Indemnification for Securities Act Liabilities 108 Legal Matters 108 Experts 108 Where You Can Find More Information 108 Index to Consolidated Financial Statements F-1

About this Prospectus

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

PROSPECTUS SUMMARY

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our common stock. You should read the entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus, before investing in our common stock. Unless otherwise noted or unless the context otherwise requires, the terms “we,” “us,” “our,” and the “Company” refer to FOTV Media Networks Inc. and its wholly-owned consolidated subsidiaries, FilmOn.TV Networks Inc., Reliance Majestic Holdings, LLC, CinemaNow, LLC, OVGuide Inc., FilmOn.TV Inc., FilmOn.TV UK Ltd, FilmOn TV Ltd., FilmOn Line Marketing Ltd., FilmOn Media Holdings Inc. and FilmOn Media Licensing Inc.

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PROSPECTUS SUMMARY

Our Company

FOTV Media Networks Inc. is a fast growing over-the-top (“OTT”) provider of streaming video, audio and other digital media content. We offer live and on-demand video streams, including our live programming, linear channels, on-demand movies and television shows, documentaries, music videos, podcasts and original social television programming, to a global audience of more than 75 million viewers. Our current operations are conducted through our four primary operating subsidiaries.

• CinemaNow – CinemaNow, LLC, which we acquired in December 2015, is an OTT provider of on-demand movies and television shows in the United States, Canada and the United Kingdom through its site cinemanow.com, which allows users to purchase or rent

movies and television shows directly from CinemaNow on internet-enabled devices. CinemaNow was founded in 1999 as one of the first OTT platforms and has long standing arrangements with major television and film studios and a library of over 65,000 titles.

live audiences, known as “resurrection shows.” These shows are developed by HUSA Development Inc. (a company affiliated with Alkiviades (Alki) David, our Chairman and Chief Executive Officer), the exclusive licensor in the United States and Canada of the projection system technology for presenting the live holographic shows.

• FilmOn – FilmOn.TV Networks Inc.’s FilmOn.com and its related television broadcast network FilmOnTV offer live and on demand video streams, including live events, linear channels, on-demand movies, documentaries, music videos, podcasts and

original social television programming. FilmOn.com, which was launched in 2007, has been our core operating business since our inception and is available worldwide and FilmOnTV is available in the United States and Europe.

or television title, OVGuide.com also directs users to the right platform, subscription service or video on demand site to access the desired content. OVGuide began operations in 2006 and is accessible worldwide in mobile web format and as an app for Android, iOS and Roku.

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All of our OTT platforms, which contain multiple interactive features and are highly customizable, are available through any internet- connected device including computers, smart phones (iPhone or Android), tablets and iPads, and internet-enabled set-top boxes and devices. Through these various portals, we monetize our platform through advertising, premium subscriptions, transactional video on demand, and other video and audio offerings such as pay-per-view events and licensing of our digital media. In addition to our vast digital media content offerings, we offer our proprietary FilmOn.com Affiliate System platform to verified partners for interest-specific programming, which can be managed through a user-friendly, web-based control panel. We also carry a number of interactive online communities such as BattleCam, a popular social television channel that incorporates user chats and user-generated live video and audio streams into our BattleCam broadcast channel. Since August 2012, under a partnership agreement with a subsidiary of Lenovo Group Ltd., the world’s largest personal computer vendor by unit sales according to Gartner, Inc., an independent information technology research and advisory company, our FilmOn app has been preloaded as the default OTT app on more than 19 million personal and tablet computers manufactured by Lenovo, according to Lenovo’s data, as well as offered for download in its app store, providing direct access to our platform to millions more Lenovo users. With the net proceeds of this public offering, we plan to further expand our content offerings to become one of the major OTT platforms in the world. We were founded by media entrepreneur Alkiviades (Alki) David in 2007 and launched our streaming video site in the United Kingdom in 2009 and in the United States in 2010. We manage our worldwide business from our two central offices located in Beverly Hills, California and London, England.

Our FilmOnTV programming reaches satellite-television audiences by Dish Network in the United States, Sky in the United Kingdom and Freesat throughout Europe pursuant to written channel programming arrangements with each satellite provider. These television broadcasts highlight our full complement of online offerings. We distinguish our FilmOn OTT platform from our competitors by offering interactive television services and hologram projection programs as part of our original branded content through strategic relationships with Alki David Productions Inc. and HUSA Development Inc. These offerings are increasingly popular among a large cross section of audiences worldwide, particularly younger viewers, brand sponsors and advertisers.

We currently have the capacity to deliver over 2.5 billion pre-roll and mid-roll video ads and display banners per month to our existing global audience of more than 75 million monthly unique visitors, approximately 50% of whom are located in the United States, that watch our live television offerings of over 800 specialized linear channels available through our online platform, 90,000 on-demand movies, documentaries, music videos, podcasts and original social television programming. We work with many of the world’s largest advertising networks and agencies and major brand sponsors to monetize our platform’s advertising-funded business model. Based on the analysis of third- party measurement tools, including Google’s Interactive Media Ads server technology, we currently monetize approximately 10% of our advertising capacity and have the potential to significantly increase our advertising revenue by expanding our internal advertising and sponsorship teams to deliver more advertisements to our growing global audience.

Since our inception, we have been an innovator in the OTT business. Our significant experience and unwavering commitment to this space has resulted in the creation of a sophisticated back-end system to support our multilayered online video entertainment technology. This technology includes licensed data transmission systems technology that is used for tracking aggregation and billing through a central hub and has wide applicability in the video on-demand and internet streaming markets. Our technology succeeds at connecting the next generation of content consumers with online content streaming, social networking and video sharing experiences. Our affiliate partnerships and internet solutions services are growing with over 9,500 affiliate partner websites that have been enabled to host our FilmOn platform. Our content aggregation and ownership of content are key assets and we believe that we are the largest single content portal of professionally-made videos in the world.

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We also develop, acquire and manage our own proprietary digital media content. Our video and audio library presently consists of more than 27,000 owned titles in addition to our over 340,000 licensed video and audio offerings. The library contains titles across virtually all genres including romantic comedies, horror, science fiction, musicals, westerns, martial arts, war themes, animation, documentaries, biographies and classic television, as well as over 3,500 licensed podcasts including many from well-known brands and celebrities. Our digital media is delivered in dozens of languages from countries around the world. Thousands of our titles are available in high definition and we are constantly upgrading the streaming quality of our content.

The digital distribution of our content to any internet-connected device offers not only a wide variety of ad-supported, subscription-based and transactional modes of access for viewers to stream video content, but also creates multiple avenues for revenue through the use of the latest mobile technology. Viewers that interact with our FilmOn, CinemaNow and OVGuide platforms through personal devices such as tablets, smart phones and laptops can access video on demand (“VOD”) content via subscription VOD, advertising-supported VOD and transactional VOD (pay-per-view). As used in this prospectus, “OTT” refers to the distribution of digital content over the internet, “unique visitors” are individuals that visit our online platforms on a monthly basis, and a “visit” is a series of page views that a single visitor makes during a period of activity, with a visit ending after the visitor closes the browser, clears cookies or is inactive for 30 minutes. “Page views” refer to an instance of an individual visiting or looking at a particular page on our website. “Linear channels” refers to video content that is delivered in a pre-determined, schedule mode.

Our core strategy is to grow our ad-based, subscription and transactional VOD business domestically and internationally by expanding our unique and exclusive video content library, broadening our subscriber and user bases, increasing streaming advertising revenue opportunities, enhancing our user interface and extending our direct-to-consumer streaming service continually to the most advanced internet- connected devices. We intend to grow both organically and through acquisitions. We seek to acquire and operate companies that could augment or complement our current offerings through the addition of content licensing and pay-per-view arrangements, content distribution agreements, platform white label service arrangements and production services. We currently have no commitments or agreements with respect to any such acquisitions, and there can be no assurance that we will complete any acquisitions in the future.

We recorded consolidated revenues of $13.1 million and $13.5 million and net losses of $8.7 million and $5.3 million for the years ended December 31, 2015 and 2014, respectively. CinemaNow recorded revenues of $10.2 million and a net loss of $6.9 million for the year ended December 31, 2015. OVGuide recorded revenues of $2.1 million and a net loss of $0.8 million for the year ended December 31, 2015. On a pro forma basis to reflect the acquisitions of CinemaNow on December 28, 2015 and OVGuide on February 29, 2016 as if they each occurred on January 1, 2015, our total revenue and net loss were $25.4 million and $18.8 million, respectively, for the year ended December 31, 2015. Following these acquisitions, we recorded revenues and net losses for the three months ended March 31, 2016 of $3.5 million and $6.0 million, respectively (which include the results of CinemaNow and the full month of March 2016 for OVGuide) and, on a pro forma basis to reflect the OVGuide acquisition during the full three-month period, $3.8 million and $6.2 million, respectively.

Our Industry

As increasingly reported by the media, traditional distribution and viewing of video content on terrestrial bands, satellite and cable is rapidly shifting to distribution and viewing of streaming digital media via the internet, commonly referred to as “cord-cutting.” At the same time, streaming of digital media via the internet is shifting from computers to video-capable mobile devices. According to Adobe Digital Index’s U.S. Digital Video 2014 Inaugural Report, in a sample of 191 billion total online video starts (the number of times that actual non-ad video content starts playing) in the United States, 26% of the video starts were on a mobile device in 2014, compared to 16% in 2013, representing a year-on-year share increase of 63%. Increasingly, people are

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augmenting their use of, or replacing broadcast television and turning to, streaming video services to watch their favorite content. We believe we are well positioned to take advantage of this trend.

According to a September 2015 TV and Media Ericsson Consumer Insight Report, in 2015, global consumers ages 16 to 34 spent 53% of all their video viewing time on a smartphone or tablet device. In addition, there has been a 71% increase in streaming content accessed via smartphones since 2012. These devices which engage consumers because of the tailored content, create a higher frequency of viewing and longer engagement with users. Additionally, the increase in the number of cord-cutters disinterested in channel surfing and the constraints of limited programming are making the transition from linear television. 50% of consumers have reported to be unable to find video content to watch on a daily basis from linear television. As a result, there is a significant opportunity for sophisticated media production and distribution platforms to seize market share. Our diverse array of content that caters to live-streaming, VOD and pay-per-view streaming, and social media audiences establishes loyalty among viewers who prefer their content customized, engaging and relevant.

As the demand for diverse, engaging streaming content grows, the ripple effect of tailored content marketing solutions from companies and agencies multiplies the revenue opportunities for companies like ours. According to a 2013 report by the Custom Content Council, content marketing represents a $44 billion industry that is driven by brands’ need to reach target audiences with high quality content. According to the Custom Content Council, 39% of marketing, advertising and communications budgets were spent on content marketing in 2013. The existing traffic to all of our sites can serve as an attraction to brands and agencies that want to strategically place their products in front of viewers, increasing revenue potential for us and the advertising agencies. Content discovery for linear television is a challenge for consumers as only 29% of consumers who use their television guide report being satisfied with their television guide. Our OVGuide business helps drive consumers searching for video content to our platforms, and our model of incorporating social media relevant content into our platform separates us as a leader in this space because, according to Gartner Inc.’s U.S. Digital Marketing Spending Survey, 2013, social marketing and content creation are the top two drivers of digital marketing success. With 40% of consumers desiring to influence advertisements to show products that they are specifically interested in, we believe our advertising revenue stream is well-placed to penetrate this market.

According to an Ericsson Mobility Report for November 2014, by 2020, 90% of the world’s population over 6 years old will have a smartphone. As global mobile subscriptions exceeded 7 billion in 2014, the traffic for mobile data usage and applications empowers companies such as ours to supply the demand that will be created from this surplus of consumers. The expansion of mobile traffic will be driven by the demand for video content, accounting for 55% of all of mobile traffic by 2020, according to Ericsson’s November 2014 Mobility Report. With OTT providers representing the majority of this content, FilmOn’s “freemium” platform, which offers subscription VOD, television shows, movies and user generated content, CinemaNow’s transactional VOD platform and OVGuide’s advertising supported video and facilitation of access to third-party streaming platforms, caters specifically to the demographic of consumers ages 16 to 34 who are consuming content at the highest frequency and volume, according to the September 2015 TV and Media Ericsson Consumer Insight Report. Mobile traffic generated from mobile phones is close to twice the traffic generated from mobile PCs, tablets and routers, according to the Ericsson Mobility Report.

In recent years, television networks in the United States and elsewhere have sued OTT website operators, including FilmOn, for copyright infringement for the unlicensed retransmission of their programs by OTT site operators who streamed the networks’ programs on their own sites. Some of these lawsuits, such as the lawsuit against Aereo, Inc., which digitized airborne television signals and streamed network programming on the internet, have been successful in ultimately discontinuing the carrying of local network programs by OTT operators. While FilmOn does not presently carry the programs of the four major broadcast networks – CBS, NBC, ABC and Fox – on FilmOn.com, they have successfully negotiated to carry the programming of over 50 cable network channels on FilmOn.com.

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We believe that OTT operators should be permitted, like cable networks, to retransmit licensed television network programming via the internet because we provide an analogous service to cable networks using internet and wireless technology. However, in July 2014, the Southern District of New York, during litigation involving a former FilmOn competitor, relied on existing Second Circuit precedent in holding that internet retransmission services do not constitute cable systems under Section 111 of the Copyright Act. Similarly, in November 2015, the District Court for the District of Columbia held that OTT operators are not entitled to compulsory licenses to show broadcast networks’ content under Section 111 of the Copyright Act. In contrast, in July 2015, a United States District Court Judge in California, interpreting the Copyright Act in Fox Television Stations, Inc., et al., v. FilmOn X, LLC, et. al. , held to the contrary and agreed with us, concluding that we should be treated the same as cable operators for purposes of Section 111 of the Copyright Act. The California District Court specifically considered the New York Court’s prior decision and found it unpersuasive. The California District Court also authorized an immediate appeal of its decision. The difference in opinions between the California District Court and the District Court for the District of Columbia has created a split in legal authority, which will be decided when appeals will be heard on both cases. FilmOn X, LLC is a related party to us and our subsidiaries, as well as our majority stockholder.

The cases of Fox Television Stations, Inc., et al. v. FilmOn X, LLC, et al. in California and the District of Columbia are each currently being appealed to the United States Court of Appeals for the Ninth Circuit and the Circuit Court of Appeals for the District of Columbia, respectively. If the Ninth Circuit upholds the California District Court’s decision on appeal, such a decision would create conflicting authority between the Ninth Circuit and the 2nd and District of Columbia Circuits regarding whether a company that streams broadcast television over the internet can qualify as a cable system under Section 111 of the Copyright Act and thereby rebroadcast television networks’ broadcast content at set, predetermined rates. If this were to occur, we would be entitled to a compulsory license in the Ninth Circuit, but not in the 2nd Circuit or the District of Columbia, and we would be subject to suit on this issue in the remainder of the United States. Under these circumstances, we may seek a final determination of whether we may qualify as a cable system under the Copyright Act by the Supreme Court of the United States. If the California District Court decision is overturned on appeal, we would not be entitled to a compulsory performance license to rebroadcast television networks’ broadcast content at set, predetermined rates pursuant to the Copyright Act.

Separately, the FCC, which regulates interstate communications by radio, television, wire, satellite and cable in the United States, has proposed rules – due in part to our advocating for them – to create regulatory parity between OTT operators and cable operators. The proposed rules, if adopted, would treat OTT operators as multichannel video programming distributors (“MVPDs”), giving OTT operators the legal right to retransmit local television broadcast stations to authenticated users in local markets in accordance with FCC rules. In turn, television network broadcasters would be required to negotiate in good faith with OTT operators to act as licensees for the retransmission of television network programs for negotiated licensing fees. The proposal that OTT operators be treated as MVPDs, if adopted, would allow us to provide our viewers with more viewing options in addition to our already comprehensive video entertainment platform. We submitted our reply comments to the FCC in support of the proposed rulemaking on March 18, 2015. At this time, we are not aware of when these proposed rules will become effective or whether the content of such rules will change during the adoption process.

In view of increasing consolidation in the network and cable television industry, we believe consumers need alternative providers of video programming. We believe the treatment of OTT operators as MVPDs would increase investment in the OTT industry and allow OTT operators to provide network programs and new, independent and specialty video programming services, bringing more video content and access to new markets and a broader viewing public. We believe that within the next two years, there will be a significant change in the regulations to allow us to carry broadcast and cable network programs on our OTT platforms, which will likely result in more viewers using our platforms to stream network programs. Although we do not anticipate the

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addition of local television and cable broadcasts to our platform to significantly increase our revenue and we do not believe our business depends on the licensing of broadcast programming, the addition of broadcast programming to our platform will solidify the quality of our brand as one of the major OTT platforms.

Our Digital Media Offerings

We are uniquely positioned to license, create, aggregate and distribute our blend of high-quality, original and exclusive content in a cost- effective manner to a global audience that increasingly demands interactive content that is available across social networks and delivered through various electronic devices. We offer our digital media to audiences through our four primary platforms:

• CinemaNow, a transactional video on demand site on which users pay for each title they choose to view at the time they choose to watch it, without a requirement for a regular subscription. Transactional VOD viewing generates revenues from purchases or time- limited rentals of content by viewers. CinemaNow, like FilmOn.com, also licenses its platform and technology, as well as the licenses it holds with film and television studios, to companies that are interested in entering the digital movie space, such as retailers and computer hardware manufacturers.

audiences, known as “resurrection shows.” These shows are developed by HUSA Development Inc. (a company affiliated with Alkiviades (Alki) David, our Chairman and Chief Executive Officer), the exclusive licensor in the United States and Canada of the projection system technology for presenting the live holographic shows.

• FilmOn, which reaches users through a linear streaming television channel, FilmOnTV, included in certain satellite channel packages and our video on demand site, and FilmOn.com, which offers advertising supported free media and subscriptions for

unlimited access to a wide range of content for a monthly flat rate. Users have full control over their subscriptions and are able to access content at any time as there is no programming schedule.

• OVGuide is one of the largest independent digital video guidance sites. OVGuide directs users to digital video content, including advertising supported free content, subscription-based content, and VOD transactional content, on third party platforms or

displayable through players embedded on OVGuide. OVGuide also has over 10,000 advertising supported full length movies and TV shows that users can access across multiple platforms.

Below is a breakdown of our digital media offerings.

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channels, exclusive channels such as our own tennis and football channels, and a VOD portal that includes more than 90,000 movies, documentaries, special interest shows and original interactive social television programming. Our recent content highlights include the launch of our exclusive global live streaming of all 115 live matches of the 2015 Arena Football League including the Arena Bowl, live matches of Premier League football from the United Kingdom, classic Wimbledon tennis matches, the addition of major European and international television stations and the addition of bespoke international television channels in partnership with broadcasters Zee TV in India and France 24.

Dedicated Television Channels. Through our FilmOn.TV Networks subsidiary, we offer the linear streaming television channel FilmOnTV. FilmOnTV, which targets the 18 to 40 year-old male demographic, offers a diverse mix of programming that includes classic and pop culture content spanning cars, live sports, gaming and interactive television. FilmOnTV also features FilmOn branding and FilmOn commercials throughout its programming schedule. We operate FilmOnTV under FCC public broadcast standards. FilmOnTV is a satellite channel that is offered to various satellite television distributors. In the Los Angeles, California television market, FilmOnTV is available on Dish Network (channel 6) and Charter Cable (channel 387) and is available over the air on digital television channel 10.2. Our long-term strategy for FilmOnTV is to exploit our significant content holdings, create unique content, acquire attractive shows and sports, and distribute the channel as widely as possible on all platforms to further monetize the channel. In addition, we are seeking to develop our interactive television system, which draws upon our online social streaming community by televising viewers who share their own live video streams. Users publish their video streams through FilmOn.com and our FilmOn social video streaming app, which is available in most major app stores, including iTunes App Store and Google Play. FilmOnTV in Los Angeles is an affiliate of Sinclair’s American Sports Network, which carries exclusively to this market live college football, soccer, hockey, basketball and minor league baseball games. Based on publicly available data, we estimate that FilmOnTV currently reaches 4.5 million homes in the Los Angeles television market and over 10 million homes throughout the United States via FilmOn.com. FilmOnTV reaches 12.9 million homes in the United Kingdom (11 million homes through a channel lease arrangement with SkyTV and 1.9 million homes through FreeSat) and 2.2 million homes in continental Western Europe via dedicated 24-hour per day cable and satellite television channels that highlight additional content that is available through FilmOn.com’s internet and app platforms. We are currently in discussions to secure national cable carriage and OTT arrangements throughout the United States, and we intend to launch FilmOnTV on additional cable platforms in 2016, with the goal of reaching an additional 1.7 million homes within the next 16 months.

Film Library. Through our subsidiary FilmOn Media Licensing, Inc., we seek to monetize our collection of more than 58 film libraries including the Allied, Cannon, Cinebx and Hemdale catalogs. This collection includes 65,000 hours of historical television footage (including extremely rare footage of President John F. Kennedy, Elvis Presley, Michael Jackson and the Beatles) and thousands of feature films (including classic films directed by Stanley Kubrick, Ingmar Bergman, Federico Fellini, Sydney Lumet, Otto Preminger and Alfred Hitchcock). More than 250 Academy Award nominees and 1,200 Emmy Award nominees are represented. FilmOn Media operates an advanced digital facility in Irvine, California to restore, archive and digitize the over 35,000 film negatives from the film libraries we have acquired. The content is then made available to our global audience and for licensing on other streaming platforms (such as Amazon, Apple TV and Google Play) and to broadcasters around the world. Our substantial and constantly expanding content offerings reinforce our strategy of providing unique quality programming to our global audience.

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Keef to create exclusively owned mass appeal music and visual entertainment. Original feature films released on FilmOn.com include Guido , Bob Thunder Internet Assassin , Lord of the Freaks , The Freediver , Fishtales , Opa! , Killing the Cheeky Girls and Killing Brigitte Nielsen . These original films are designed to appeal to our target audience of younger viewers and to consistently feature well-known actors, musicians and celebrities.

Holographic Content Distribution. In addition to creating innovative, original pop culture-oriented content targeted to our viewers, we hold the exclusive global broadcast and streaming distribution rights for all media for original holographic shows in which the holograms of famous deceased singers such as Whitney Houston, Bob Marley, Liberace, Tammy Wynette, Nat King Cole and Roy Orbison and comedians such as Red Foxx and Andy Kaufman perform for new live audiences, known as “resurrection shows.” These shows are developed by HUSA Development Inc. (a company affiliated with Alkiviades (Alki) David, our Chairman and Chief Executive Officer), the exclusive licensor in the United States and Canada of the projection system technology for presenting the live holographic shows. We have partnerships with BASE Entertainment for the management and exploitation of hologram presentation venues and tours and work with companies such as Dick Clark Productions on promotional and advertising projects. Additionally, we have created an exclusive “resurrection show” partnership with Endemol, a major global distributor of reality television programming. To date, no payments have been made to or by us pursuant our distribution agreement with HUSA Development Inc.

Advertising Services. We offer companies and their advertising agencies the ability to engage in all-inclusive digital ad campaigns encompassing pre-roll and display ads on our platform (targeting desired demographic clusters), viral video campaigns to reinforce their brands, cross-channel marketing, real-time social influencer traffic and the ability to showcase our original programming on their own branded leased channels. We also have the capability of running multiple advertising campaigns including campaigns with large geographic scopes for brand awareness and campaigns with local targeting for direct sales aimed at particular consumers. We believe that we offer advertisers a unique value proposition by giving advertisers access to a large publishing platform and enabling advertisers to authentically connect with their desired customer bases and those customers that consume most of their content across multiple devices.

Direct Response Marketing. Ancillary to our advertising services, we offer brand direct-to-consumer response services via our internal and external media distribution network (digital, broadcast, cable, syndication and satellite). These services are designed to evoke an immediate response from branded video advertisements, produced by and exclusive to FilmOn TV, which invite prospects to take a specific action, such as opting into an email list, calling for more information, placing an order or being directed to a custom-designed website. We believe our brand direct-to-consumer response services offer advertisers an additional value proposition by giving them instantly measurable returns on investment via access to our internal platform, affiliates and distribution network and enabling advertisers to authentically convert their desired customers in real-time into purchaser revenue. This benefits us as advertisers will be exclusive to our company to participate, will pay a premium for these services and we believe many will come to rely on our proven performance matrix delivered by demand to generate long- standing relationships.

Our Revenue Model

Currently, the majority of our content is free, and our business model can presently be characterized as “freemium,” meaning that our content is largely advertising supported and is available to be watched at no cost. We also offer premium subscription-based video content. For a fee ranging from $9.99 to $19.99 per month (depending on the amount of digital video recording storage space selected), premium subscribers have access to our premium channels, pay-per-view specials, special live events (e.g., boxing and music concerts), a high definition (“HD”) quality signal for all channels (where available), no advertising and the ability to record a set number of hours of programs. Free viewers are entitled to only a standard definition (“SD”) quality signal. In addition, we offer

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transactional VOD (pay-per-view, as well as digital video purchases) viewing that allows users to purchase or rent only the digital video content that they wish to own or view for a limited time. Of our current revenues, 92%, 6% and 2% are generated by advertising, premium subscription fees, and transactional VOD viewing fees, respectively, with the remainder of our revenue related to sponsored videos, sales and syndication of proprietary FilmOn video content, affiliate partner deals and sales of software and network engineering solutions.

Our FilmOn and CinemaNow platforms are customizable for affiliate partner video services and white label opportunities, and we have a team of platform developers who are constantly upgrading and customizing our video service platforms. These platforms may be licensed to third parties at market rates. Additionally, in August 2012, we entered into a strategic alliance with a subsidiary of Lenovo Group Ltd., the world’s largest personal computer vendor by unit sales, to preload the FilmOn app on Lenovo products.

To date, our operations have been financed by Anakando Ltd., directly and through equity investments and loans made by its sole shareholder Alkiviades (Alki) David, our Chairman and Chief Executive Officer, and affiliated companies and from the net proceeds of our recent private placement of convertible preferred stock. As of the initial closing of this offering, all related party notes payable and stockholder advances reflected in our consolidated financial statements will be converted to equity as additional paid-in capital and we will have no outstanding indebtedness. We have entered into non-exclusive distribution agreements with each of Alki David Productions Inc. and HUSA Development Inc., which are owned by Anakando, to distribute their BattleCam and hologram content, respectively, on our platforms. To date, no payments have been made to or by us pursuant to our distribution agreements with Alki David Productions Inc. and HUSA Development Inc. See “Certain Relationships and Related Party Transactions.”

Our Growth and Expansion Strategy

Our core strategy is to grow our ad-based and subscription business domestically and internationally by expanding our unique and exclusive video content library, broadening our subscriber and user bases, increasing streaming advertising revenue opportunities, enhancing our user interface and extending our direct-to-consumer streaming service continually to the most advanced internet-connected devices. Key elements of this strategy include:

Continue to Aggressively Acquire or Invest in Streaming Content. We intend to continue to aggressively invest in quality streaming online content, which we believe will correspondingly result in increased subscriber and user levels. Any such added streaming traffic by viewers would, in turn, fuel our advertising revenue potential. We intend to primarily acquire or invest in licensed content that has already been produced and has a brand name that we can incorporate into the FilmOn, CinemaNow and OVGuide platforms. We also intend to consider content acquisition to complement our mobile app, which has had more than 50 million downloads to date, on iOS and Android operating systems.

Enhance Subscriber and User Satisfaction and Retention with Service Improvements. We have found that incremental improvements in our service and quality have enhanced subscriber and user satisfaction and retention, and we believe such improvements will lead directly to the migration from wired cable services to internet delivery. We continue to refine our technology, user interfaces and delivery infrastructure to improve a viewer’s experience. For example, using our licensed “adaptive streaming” technology, we automatically and constantly optimize the streaming bit-rate to each user’s internet bandwidth. This minimizes loading and buffering times, delivering an optimum click-and-watch experience. We believe quality viewing will accelerate the cord-cutting process and ultimately the adoption of OTT as a true alternative to traditional television.

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rate of ad impressions over our vast content inventory with advertisers and to improve our brand awareness in the United States and elsewhere.

Complete Selected Complementary Acquisitions. We intend to pursue selected acquisitions of complementary businesses in the United States and internationally that extend each of our platform’s capabilities as well as our overall digital media offerings. Potential acquisition targets include OTT hardware distribution companies, 360° panoramic video camera solutions, video streaming support device manufacturers, specialized advertising networks and live performance venues for the staging of hologram projection programs and sales of related merchandise to live audiences. We currently have no commitments or agreements with respect to any such acquisitions, and there can be no assurance that we will complete any acquisitions in the future. In December 2015, we acquired CinemaNow, which provides on-demand movies and television shows over the internet to viewers in the United States, Canada and the United Kingdom, and in March 2016, we acquired OVGuide, which operates OVGuide.com, a popular digital video guidance site. We believe the recent additions of CinemaNow and OVGuide provide exceptional synergy to our digital media offerings in the United States and abroad and drive additional viewers to our platforms.

Enter into Strategic Partnerships with Third-Party Master Content Licensors. We intend to identify and partner with third-party master content licensors and other companies across the OTT video ecosystem to expand our access to first run major motion picture studio films and network television content when it becomes deliverable in a digital format. We believe that, upon entering into strategic partnerships with such third parties on a revenue-sharing basis, we will be able to carry film and television re-runs that will put us on par with Netflix, Hulu, Amazon, Apple TV and similar companies.

Obtain Network Television Programming When Available . We are currently waiting for a decision on our claim in Fox Television Stations, Inc., et al. v. FilmOn X, LLC, et al. , which is currently being appealed to the United States Court of Appeals for the Ninth Circuit, that we should be treated the same as cable operators for purposes of Section 111 of the Copyright Act. If the Ninth Circuit decides in our favor, we would be entitled to a compulsory license in certain portions of the western United States, although we would be subject to suit on this issue in the remainder of the United States. Separately, we are awaiting the FCC’s decision whether to adopt proposed rules that, if adopted, would give us the legal right to retransmit local television broadcast stations to authenticated users in local markets in accordance with FCC rules. The proposed rules, if adopted, would treat OTT operators as MVPDs, giving OTT operators the legal right to retransmit local television broadcast stations to authenticated users in local markets in accordance with FCC rules. In turn, television network broadcasters would be required to negotiate in good faith with OTT operators to act as licensees for the retransmission of television network programs for negotiated licensing fees. Either decision would provide us the opportunity to broadcast local network programs and draw additional viewers to our site. If network television programming becomes available to us, we will be able to offer market-by-market programming in addition to our vast library of digital video content, allowing viewers to access every type of streaming media through FilmOn.com. While more than 75 million monthly unique viewers already use our platform monthly to experience our vast digital media content, we believe providing access to network television programming, including local and national news and sports carried by these networks, will rapidly accelerate the growth of our viewer base.

Capitalize on the Overall Adoption and Growth of Internet Television. Domestically, the number of cable television subscribers has been declining, while data from Adobe Digital Index’s U.S. Digital Video 2014 Inaugural Report indicates that the number of online video starts in the United States is increasing. We believe these changes stem from the desire of consumers for more control and freedom in their ability to “watch what they want, when they want, where they want and how they want.” We believe we provide this control and freedom demanded by the market today.

Always be Accessible in the Consumer Electronics Ecosystem. FilmOn.com, CinemaNow.com and OVGuide are currently accessible on a broad array of devices. Through this accessibility, we believe that we

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enhance the value of our service to subscribers and users, as well as position ourselves for continued growth, as internet and mobile delivery of content becomes universal. We have also developed FilmOn HDi Streaming TV, a unique streaming OTT device that is similar to Apple TV and Roku but which offers broader content offerings and advanced technology features including a built-in HD video camera and wireless mouse with a clamshell keyboard. FilmOn HDi Streaming TV will be available for purchase by consumers online and through traditional retail stores in 2017. Additionally, OVGuide owns a proprietary, cloud based system that transcodes, hosts and streams video directly to users globally. OVGuide currently powers and monetizes a network of 19 Roku movie channels, of which eight are owned and operated by OVGuide and the remaining eleven channels are owned by two of its major content partners. While most of the OVGuide audience on Roku is in the United States, reflecting Roku’s current footprint, OVGuide believes it will grow along with Roku as it expands into new international territories while increasing its penetration in U.S. households.

Expand our Market Opportunities Internationally. Our FilmOn.com and OVGuide platforms are globally available and configurable to provide local content in certain geographical areas. Content hosted by CinemaNow is available in the United States, Canada and the United Kingdom. We intend to form strategic alliances and partnerships to bring content from local non-United States networks to audiences around the world. We believe the international streaming segment represents a significant long-term growth opportunity for us as emerging markets expand access to broadband and mobile technology.

Our Competitive Advantages

We believe that we differentiate ourselves from our competition and have been able to grow our business as a result of the following competitive strengths:

Extensive and Exclusive Content. We have amassed an extensive library of content in which we hold exclusive worldwide streaming distribution rights and have established exclusive relationships with key talent and content providers. Our extensive and exclusive content distinguishes us from a former competitor, now defunct Aereo, Inc., which offered only the retransmission of network television broadcast signals in local markets and did not offer the breadth of video on demand, movies or specialty linear channels that we offer. All of our digital content is available through FilmOn.com, CinemaNow.com and OVGuide.com.

Universal Access. Our titles can be streamed by all of our viewers through FilmOn.com, CinemaNow.com and OVGuide.com using virtually any internet-connected device (e.g., tablets, smart phones and laptops) or from our mobile app. Our FilmOn mobile app has had more than 50 million downloads to date.

Proprietary and Carefully Selected Content. Our proprietary content and carefully selected media library lie at the core of our business model. Our exclusive original content represents approximately 20% of the viewing time of our subscribers and we are continuously expanding our proprietary content to appeal to more viewers. With the growth in demand for digital rights, we expect that our large library of licensed and originally produced content will also be a key driver in our ability to grow efficiently and will act as a hedge against the rising costs of new digital rights. We believe the significant volume of titles we offer in the VOD category and the breadth of our over 800 linear programming channels differentiate us from Netflix and similar OTT platforms, which primarily provide proprietarily-produced serialized content and selected VOD titles.

International Distribution Rights. The strength of our proprietary content library developed through our focus on original content acquisitions and licensing has provided us with a library of specialty content for which we hold exclusive worldwide distribution rights. We believe rights to such distinctive content offerings would be difficult to acquire in today’s market. By obtaining these rights, we have created a barrier to entry for competitors into our content specialties giving us the potential to reach a worldwide subscriber and user base with no additional licensing costs. Substantially all our content library is available worldwide, with certain exceptions due to geographic, sales, rental, subscription or advertising restrictions that are contained in our content licenses.

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Recent Transactions

Business Acquisitions We have recently acquired three businesses, CinemaNow, OVGuide and Hologram. We intend to make additional acquisitions following this offering and, in the ordinary course of business, we frequently engage in discussions with potential acquisition candidates and/or their representatives. We currently have no commitments or agreements with respect to any such acquisitions. Information concerning our recent acquisitions is set forth below.

CinemaNow . On December 28, 2015, we acquired 100% of the membership interests of Reliance Majestic Holdings, LLC, a Los Angeles-based provider of OTT video storefronts, through the acquisition of its parent holding company Reliance Majestic Holdings, LLC. Pursuant to the terms of an LLC Membership Interest Purchase Agreement, we made an initial cash payment of $5.0 million to RMH Holdings Parent, LLC (“RMH”), the prior owner of CinemaNow, subject to a purchase price adjustment based on the level of CinemaNow’s indebtedness on the closing date. The initial cash payment was funded by Alkiviades (Alki) David, our Chairman and Chief Executive Officer, on our behalf and the payment by Mr. David has been recorded as a capital contribution to our company. We also agreed to make a second payment to RMH, consisting of either: (a) shares of our common stock with an opening market value of $3.0 million issuable upon the completion of an underwritten initial public offering of our stock on or before June 28, 2016, or (b) $2.0 million in cash payable on June 28, 2016 if we do not complete an initial public offering on or before such date. As the settlement date has passed, we and CinemaNow are in discussions to settle the purchase price adjustment amount and the second cash payment owed to RMH on a net basis. The assets and liabilities of CinemaNow are included in our audited consolidated balance sheet as of December 31, 2015.

OVGuide . On March 8, 2016, we acquired 100% ownership of OVGuide Inc., a Los Angeles-based provider of a popular guidance site for online video, through the merger of our newly-formed, wholly-owned subsidiary with and into OVGuide. Pursuant to the terms of an Agreement and Plan of Merger and Reorganization, we issued an aggregate of 1,007,816 shares of our common stock to the OVGuide stockholders, including 610,206 shares to Baroda Ventures LLC, an early-stage venture capital firm. We hold 100,781 shares of the common stock merger consideration in a holdback fund to satisfy any indemnification claims related to undisclosed commercial or tax liabilities or litigation, with 50% of such stock being released from the holdback fund, net of claims, on each of September 8, 2016 and March 8, 2017. Based on the terms of the merger agreement, we were in control of OVGuide’s operations on February 29, 2016 and, accordingly, OVGuide’s full March 2016 results are included in our consolidated statements of operations for the three months ended March 31, 2016.

At the closing of the merger, we issued stock options to purchase an aggregate of 191,894 shares of our common stock in substitution for all in-the-money options held by OVGuide employees not exercised prior to the merger, which newly-issued options vest as to 50% of the underlying shares on September 8, 2016 and as to the remaining 50% of such shares in equal monthly installments thereafter through March 8, 2017. All out-of-the-money options were cancelled. As a sign-on bonus to a number of key continuing OVGuide employees, we also issued restricted stock units to receive up to an aggregate of 100,000 shares of our common stock, which vest on March 8, 2017, provided the recipient remains employed by us at that time.

Additionally, we agreed to issue a number of “true-up” shares of common stock, stock options and restricted stock units, on a pro rata basis and for no additional consideration, in the event the initial public offering price per share of this offering was below a stated level. As a result of the terms of this offering, no additional securities are required to be issued pursuant to the terms of the OVGuide merger agreement. A substantial percentage of the stock issued to OVGuide stockholders, including Baroda Ventures, is subject to lock-up agreements under which they have agreed not to sell or otherwise dispose of any of their shares for a period of 180 days after the completion of this offering.

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Hologram . In April 2016, we formed a wholly owned subsidiary, Hologram USA FOTV Productions Inc. (“Hologram”), as a vehicle to enter into a transaction with HUSA Development Inc. (“HUSA”), a company affiliated with Mr. David, our Chairman and Chief Executive Officer. Hologram acquired the net assets and liabilities of HUSA’s holographic projection system installation business, which constitutes a business, as defined by U.S. generally accepted accounting principles, or GAAP. The acquired business relates to the use of technology for projecting hologram images. The business installs the projection equipment, on a permanent basis, in facilities that desire the ability to project hologram content. The purchase price was equal to the net book value of the acquired business, as defined by GAAP. The net book value has been estimated to be approximately $1,150,000, subject to final audited financial statements for the business. The purchase price is due and payable within 36 months following May 11, 2016.

In conjunction with the acquisition, Hologram and HUSA entered into an exclusive distribution agreement for Hologram to control the sales, licensing, distribution and other commercial exploitation of holograms owned by HUSA. The term of the distribution agreement is five years, with successive one-year extensions unless written notice of termination is given by either party. The parties will share, in equal proportion, the net revenues from the exploitation of the holograms.

2016 Private Placements On May 2, 2016, we received gross proceeds of $2,214,394 from a private placement of our series A preferred stock (the “2016 Private Placement”), convertible into 345,997 shares of our common stock, and warrants to purchase 51,894 shares of common stock, pursuant to the terms of a Securities Purchase Agreement with a small number of accredited investors. We subsequently received on June 24, 2016, an additional $225,600 in gross proceeds from the sale of our series A preferred stock, convertible into 35,250 shares of our common stock, and warrants to purchase 5,287 shares of common stock, in a second closing of the 2016 Private Placement. The series A preferred stock is convertible into shares of common stock automatically upon the initial closing of this offering. The conversion price of the series A preferred stock is $6.40 per share, representing a 20% discount to the initial public offering price per share in this offering. The conversion price is subject to adjustment if at any time during the period commencing on the closing date of this offering and ending on the first anniversary of that date, we issue in a financing additional shares of common stock or other equity or equity-linked securities that exceed an aggregate of 10,000 shares at a purchase, conversion or exercise price less than $6.40 per share. In any such case, we have agreed to issue additional shares of common stock to the investors so that the effective purchase price per share in the 2016 Private Placement is the same per share purchase, conversion or exercise price of such additional shares. No adjustment will be made, however, in respect of shares of common stock or stock options issued to employees, directors or consultants at the then fair market value, or in connection with acquisitions of other entities, not to exceed 10% of the shares then outstanding on a fully-diluted basis, or that would require us to take any action that violates the rules of The Nasdaq Stock Market LLC. Each investor was issued, for no additional consideration, a three-year warrant to purchase a number of shares of our common stock as was equal to 15% of the number of shares into which the series A preferred stock purchased is convertible. The warrants are exercisable commencing upon the closing date of this offering. The warrants have an exercise price equal to $8.00 per share, the initial public offering price per share in this offering.

Selected Risks Associated with Our Business

Despite our growth and expansion strategy and the competitive advantages we describe above, our business and prospects may be limited by a number of risks and uncertainties that we currently face, including:

• We operate in an intensely competitive market for subscription-based content delivered over the internet, as well as for traditional

television and online entertainment generally, against a number of large, well-known content providers.

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• We currently do not offer network television programming and the quality of our original content is not publicized as extensively by

the media as the content of other providers such as Netflix, Hulu, Amazon and Apple TV.

• Many of our competitors charge viewers recurring monthly subscription fees to view their video content. The majority of our

content is currently free to view and, as a result, our business model relies primarily on advertising.

• We had a net loss of $8.7 million for the year ended December 31, 2015 and $6.0 million for the three months ended March 31, 2016, and there can be no assurance we will have net income for 2016 or in future periods. Our newly-acquired subsidiaries also experienced significant net losses during those periods. Our independent registered public accounting firm, in their report dated July 1, 2016, expressed doubt about our ability to continue as a going concern. There can be no assurance we will have significant levels of total revenue or net income in future periods.

• As part of our growth strategy, we intend to acquire other businesses; however, there is no assurance that we will be able to identify appropriate acquisition targets, successfully acquire identified targets or successfully integrate the businesses of acquired companies (such as CinemaNow and OVGuide) to realize their full benefits.

• Our business depends on the availability to us of Alkiviades (Alki) David, our Chairman and Chief Executive Officer, who has financed our operations to date, has knowledge regarding the internet streaming video market and business contacts that would be

extremely difficult to replace, and our business would be materially and adversely affected if his services were to become unavailable to us.

• We are a defendant in a number of ongoing lawsuits, some of which are on appeal, brought by major television broadcasters alleging that we violated copyright laws in 2013 and 2014 by redistributing broadcast content without paying cable retransmission fees.

• In light of the potential for regulatory change to increase opportunities for OTT operators, companies like ours must continue to expend significant funds to validate their rights in the courts. Such efforts are expensive and the opposing parties are generally large well-funded companies, many times being the four major broadcast companies.

Implications of Our Being an “Emerging Growth Company”

As a company with less than $1.0 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

• are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over

financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

• are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

• are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute

arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

• are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio

disclosure;

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• may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of

Financial Condition and Results of Operations, or MD&A;

• are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the

JOBS Act; and

• will not be required to conduct an evaluation of our internal control over financial reporting for two years.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act. Please see “Risk Factors,” page 35 (“ We are an ‘emerging growth company’. . . .” ).

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under Securities and Exchange Commission (“SEC”) rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure, and may present only two years of audited financial statements and related MD&A disclosure.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.0 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Under current SEC rules, however, we will continue to qualify as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $75 million as of the last business day of our most recently completed second fiscal quarter.

Organizational Background and Corporate Information

In 2007, Alkiviades (Alki) David, the Chairman and Chief Executive Officer of our company, formed FilmOn TV UK Ltd. (formerly known as FilmOn.com Plc) in the United Kingdom. Through FilmOn TV UK Ltd., he began amassing digital video content and streaming it over the internet. In September 2010, Mr. David brought the FilmOn concept to the United States, establishing multiple FilmOn entities for the creation, collection and distribution of digital video content. He also established operations in Beverly Hills, California. In September 2011, Mr. David formed FilmOn.TV Networks Inc. in Delaware. He used FilmOn.TV Networks Inc. as the United States holding company for the United States-based FilmOn entities and operations he had established. In August 2012, as part of a reorganization of the FilmOn group of companies, FilmOn.TV Networks Inc. acquired FilmOn TV UK Ltd. in a stock-for-stock exchange in which FilmOn.TV Networks Inc. became the holding company for all the United Kingdom-based FilmOn operations. In August 2015, pursuant to a further reorganization, all of the other United States FilmOn entities consolidated under FilmOn.TV Networks Inc.

Expanding thereafter in the United States, in December 2015, we acquired 100% of the membership interests of CinemaNow, LLC through our acquisition of its parent holding company Reliance Majestic

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Holdings, LLC and, in February 2016, we acquired 100% ownership of OVGuide Inc. through the merger of our newly-formed, wholly-owned subsidiary with and into OVGuide. Following the acquisitions, we changed our corporate name to FOTV Media Networks Inc. from FilmOn.TV Networks Inc. to reflect our broader media focus and transferred all of our contracts, assets and properties relating to our historical FilmOn.TV Networks operations to a separate newly-formed subsidiary that we named FilmOn.TV Networks Inc. In April 2016, we formed a wholly owned subsidiary, Hologram USA FOTV Productions Inc., as a vehicle to acquire the holographic projection system installation business of HUSA, a company affiliated with Mr. David. The following chart reflects the current corporate structure of our key operating units:

Our executive offices are located at 338 N. Canon Drive, 3rd Floor, Beverly Hills, California 90210 and our telephone number is (877) 733-1830. We maintain a corporate website at http://corp.filmon.com. Information on our website, and any downloadable files found there, is not part of this prospectus and should not be relied upon with respect to this offering.

Investors and others should note that we use social media to communicate with all of our viewers and the public about our company, our services, new product developments and other matters. Any information that we consider to be material to an evaluation of our company will be included in filings on the SEC website, http://www.sec.gov, and may also be disseminated using our investor relations website, http://corp.filmon.com, and press releases. However, we encourage investors, the media and others interested in our company to also review our social media channels @FilmOnTV, @CinemaNowUS and @OVGuide on Twitter and FilmOn.TV, CinemaNowUS and OVGuide on Facebook.

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THE OFFERING

Common stock offered by us 2,500,000 shares (minimum) to 3,750,000 shares (maximum)

Common stock outstanding prior to this offering 39,150,162 shares (1)

Best efforts offering The underwriters are selling the shares of our common stock offered in this prospectus on a “best efforts” basis and are not required to sell any specific number or dollar amount of the shares offered by this prospectus, but will use their best efforts to sell such shares. We do not intend to close this offering unless we sell a minimum of 2,500,000 shares of common stock.

Common stock to be outstanding after this offering 42,031,409 shares (if the minimum number of shares is sold) (2) and 43,281,409 shares (if the maximum number of shares is sold) (3)

Use of proceeds after expenses Based on an assumed initial public offering price of $8.00 per share, we estimate that the net proceeds to us from this offering, assuming we sell a minimum of 2,500,000 shares, will be $18,250,000 and, assuming we sell all 3,750,000 shares, without including the over-subscription allowance shares, will be $27,275,000, after payment of underwriting commissions and our estimated offering expenses. However, this is a best efforts offering, and there is no assurance that we will sell any shares or receive any proceeds.

We intend to use the net proceeds of this offering (i) to finance acquisitions of, or investments in, internet video content, (ii) to buy and aggregate complementary businesses, (iii) to accelerate sales, marketing and promotion activities to improve our advertising sales and brand awareness, and (iv) for general corporate purposes. See “Use of Proceeds” for more information.

Escrow The gross proceeds of this offering will be deposited at Signature Bank, New York, New York, in an escrow account established by us. The funds will be held in escrow until we receive a minimum of $20,000,000, at which time the funds will be released to us. Any funds received in excess of $20,000,000 and up to $30,000,000 will immediately be available to us. If we do not receive the minimum amount of $20,000,000 by , 2016 (60 days after the date of this prospectus), all funds will be returned to purchasers in this offering on the next business day after the offering’s termination, without charge, deduction or interest. Prior to , 2016, in no event will funds be returned to you. You will only be entitled to receive a refund of your subscription if we do not raise a minimum of $20,000,000 by , 2016.

Ownership after this offering Alkiviades (Alki) David, our Chairman and Chief Executive Officer, and our other directors, director nominees and executive officers will beneficially own 90.3% if the minimum number of shares is sold,

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87.7% if the maximum number of shares is sold, and 86.5% if all of the over- subscription allowance shares are sold, of our outstanding common stock after the completion of this offering.

Risk factors Investing in our common stock involves a high degree of risk. You should read the “Risk Factors” section of this prospectus beginning on page 21 for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Proposed Nasdaq Capital Market symbol FOTV (4)

(1) Excludes (a) outstanding stock options to purchase an aggregate of 191,894 shares of our common stock at a weighted average exercise price of $2.07 per share, (b) restricted stock units to receive up to an aggregate of 100,000 shares of our common stock vesting on March 8, 2017, (c) 1,415,920 shares of our common stock reserved for future grants pursuant to the exercise of options or other equity awards under the FilmOn.TV Networks Inc. 2012 Stock Plan (the “2012 Stock Plan”), (d) 83,862 shares of our common stock issuable upon the exercise of warrants sold in the 2016 Private Placement (inclusive of warrants issued to the placement agent), and (e) 381,247 shares of our common stock issuable upon the automatic conversion of our series A preferred stock sold in the 2016 Private Placement. (2) Includes 381,247 shares of our common stock issuable upon the automatic conversion of our series A preferred stock sold in the 2016 Private Placement. Excludes (a) 175,000 shares (if the minimum number of shares is sold) of our common stock issuable upon the exercise of warrants we expect to grant to the underwriters in this offering, (b) the underwriters’ over-subscription allowance of up to 562,500 shares of common stock, (c) 83,862 shares of our common stock issuable upon the exercise of warrants sold in the 2016 Private Placement, (d) outstanding stock options to purchase an aggregate of 191,894 shares of our common stock at a weighted average exercise price of $2.07 per share, (e) restricted stock units to receive up to an aggregate of 100,000 shares of our common stock vesting on March 8, 2017, and (f) 1,415,920 shares of our common stock reserved for future grants pursuant to the exercise of options or other equity awards under the 2012 Stock Plan. (3) Includes 381,247 shares of our common stock issuable upon the automatic conversion of our series A preferred stock sold in the 2016 Private Placement. Excludes (a) 262,500 shares (if the maximum number of shares is sold) of our common stock issuable upon the exercise of warrants we expect to grant to the underwriters in this offering, (b) the underwriters’ over-subscription allowance of up to 562,500 shares of common stock, (c) 83,862 shares of our common stock issuable upon the exercise of warrants sold in the 2016 Private Placement, (d) outstanding stock options to purchase an aggregate of 191,894 shares of our common stock at a weighted average exercise price of $2.07 per share, (e) restricted stock units to receive up to an aggregate of 100,000 shares of our common stock vesting on March 8, 2017, and (f) 1,415,920 shares of our common stock reserved for future grants pursuant to the exercise of options or other equity awards under the 2012 Stock Plan. (4) We have reserved the trading symbol “FOTV” in connection with our application to have our common stock listed for trading on the Nasdaq Capital Market.

In February 2016, we amended our certificate of incorporation to effect a 0.375-for-1 reverse stock split of our outstanding shares of common stock. All share information contained in this prospectus reflects the 0.375-for-one reverse stock split of our outstanding shares of common stock.

SELECTED CONSOLIDATED FINANCIAL DATA

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SELECTED CONSOLIDATED FINANCIAL DATA

We derived the selected consolidated statements of operations data for 2015 and 2014 and the selected consolidated balance sheet data as of December 31, 2015 from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statements of operations for the three months ended March 31, 2016 and 2015 and the selected consolidated balance sheet data as of March 31, 2016 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited condensed consolidated financial statements on the same basis as the audited consolidated financial statements and have included, in our opinion, all adjustments consisting only of normal recurring adjustments that we consider necessary for a fair statement of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future. This summary of historical financial data should be read together with the financial statements and the related notes, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in the prospectus.

Three Months Ended Years Ended March 31, December 31, 2016 2015 2015 2014 (unaudited) (in thousands, except share and per share data) Consolidated Statements of Operations Data: Revenues $ 3,489 $ 2,236 $ 13,132 $ 13,539 Cost of revenues 3,864 2,628 11,670 8,678 Loss from operations (6,086) (3,603) (12,727) (5,079) Net loss $ (6,030) $ (3,603) $ (8,669) $ (5,266) Loss per share – basic and diluted $ (0.16) $ (0.08) $ (0.23) $ (0.13) Weighted average common shares outstanding – basic and diluted 37,784,441 37,312,500 37,312,500 37,288,903

The pro forma financial information below reflects our acquisitions of CinemaNow on December 28, 2015 and OVGuide on March 8, 2016 as if they had each occurred on January 1, 2015. The pro forma operating data are not necessarily indicative of the actual results of our company had the acquisitions occurred as of the beginning of 2015 or of our future operations.

Pro Forma Three Months Year Ended Ended March 31, December 31,

2016 2015 (unaudited) (in thousands, except share and per share data) Consolidated Statements of Operations Data: Revenues $ 3,847 $ 25,386 Cost of revenues 4,105 19,614 Loss from operations (6,303) (19,747) Net loss $ (6,194) $ (18,824) Loss per share – basic and diluted $ (0.16) $ (0.49) Weighted average common shares outstanding – basic and diluted 38,534,703 38,320,314

The following table summarizes our consolidated balance sheet data as of March 31, 2016, on an actual basis (inclusive of the acquisition of CinemaNow as of December 31, 2015) and on a pro forma basis, as adjusted to give effect to (i) the automatic conversion of our series A preferred stock into 381,247 shares of our common

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stock upon the initial closing of this offering and (ii) the net proceeds of the sale of a minimum of 2,500,000 shares and a maximum of 3,750,000 shares of our common stock in this offering at an assumed initial public offering price of $8.00 per share.

As of March 31, 2016 Pro Forma, Pro Forma, As As Adjusted – Adjusted – Actual Minimum Maximum (unaudited) (unaudited) (unaudited) (in thousands) Consolidated Balance Sheet Data: Cash and cash equivalents $ 1,488 $ 19,738 $ 28,763 Working capital (deficit) (5,134) 13,116 22,141 Total assets 35,528 53,778 62,803 Total indebtedness 100 100 100 Total liabilities 15,545 15,545 15,545 Total stockholders’ equity $ 19,983 $ 38,233 $ 47,258

RISK FACTORS

An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. The risks described below and in the documents referenced above are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business.

Risks Relating to Our Business and Industry

We operate in a highly competitive market. If we do not compete effectively, our prospects, operating results and financial condition could be adversely affected. We have operated in a highly competitive market since our United Kingdom-entity, FilmOn TV Ltd., began operations in 2010. We face significant competition from numerous online digital media platforms such as Netflix, Hulu, Amazon and Apple TV, all of which are substantially larger, have significantly greater technical and financial resources than we do and are better positioned to continue investment in competitive technologies. These companies, as well as traditional cable and satellite channels, also have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than we do.

In order to be successful in this market, we must meet many competitive challenges, including:

• offering services and products that support multiple hardware platforms, operating systems, applications and application development

frameworks;

• establishing and maintaining broad market acceptance of our services and converting that acceptance into direct and indirect sources of

revenue;

• establishing and maintaining adoption of our services on a wide variety of platforms and devices;

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RISK FACTORS

Risks Relating to Our Business and Industry

In order to be successful in this market, we must meet many competitive challenges, including:

• offering services and products that support multiple hardware platforms, operating systems, applications and application development

frameworks;

• establishing and maintaining broad market acceptance of our services and converting that acceptance into direct and indirect sources of

revenue;

• establishing and maintaining adoption of our services on a wide variety of platforms and devices;

• developing services and products that result in high degrees of subscriber and user satisfaction and high levels of subscriber and user

usage and retention;

• successfully responding to competition, including competition from new and existing digital media providers; and

• identifying, attracting and retaining talented technical and creative services staff at reasonable market compensation rates in the markets

in which we employ.

Existing and future competitors may introduce products and services in the same markets we serve or intend to serve, and competing products or services may have better performance, lower prices, better functionality and broader acceptance than our products. Our competitors may also add features to their products or services similar to features that presently differentiate our product and service offerings from theirs. This competition could result in increased sales and marketing expenses, thereby materially reducing our operating margins, and could harm our ability to increase, or cause us to lose, market share. Some of our competitors and potential competitors supply a wide variety of services and products to, and have well- established relationships with, our current and prospective subscribers and users.

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Our independent registered public accounting firm have expressed substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm, in their report dated July 1, 2016, expressed substantial doubt about our ability to continue as a going concern. As of December 31, 2015, our current liabilities exceeded our current assets by approximately $4.7 million. In addition, during the year ended December 31, 2015, we had a consolidated net loss of approximately $8.7 million and net cash used from operating activities of approximately $7.9 million. These losses were primarily due to our continued strategic emphasis on growing our business including a focus on sales, marketing, brand awareness and expanding our employee base. As of December 31, 2015, the current implementation of our strategic plan had been entirely funded by Alkiviades (Alki) David, our Chairman, Chief Executive Officer and majority stockholder, through advances and capital contributions. At regular intervals, we have secured fresh working capital from our majority stockholder, but to meet our future strategic objectives, we continue to significantly invest in platform technology and development, which requires us to continue to explore alternative sources of capital to meet our ongoing cash needs. We made strategic acquisitions of businesses in December 2015 and February 2016 in order to increase our ability to generate future cash flows and enhance product offerings. Additionally, in May and June 2016, we completed a private placement to investors of shares of our series A convertible preferred stock for an aggregate purchase price of $2,439,994. Our future viability is dependent on our ability to generate cash from operating activities or to raise additional capital to finance our operations from external sources or from our majority stockholder. Our failure to raise capital as and when needed could have a negative impact on our financial condition and ability to pursue our business strategies. We are taking steps to grow revenues through enhanced sales effectiveness, additional sales coverage and new product offerings. Our actual results indicate the existence of a material uncertainty that may cast significant doubt about our ability to continue as a going concern.

Most of our revenue has come from advertising and subscription fees. Decreases in demand for our services could adversely affect our results of operations and financial condition. To date, our revenue has been derived primarily from advertising and subscription fees. Although we expect that our digital video services will achieve broad market acceptance, our ability to create demand for our FilmOn.com platform could be materially and adversely affected by a number of factors, including:

• improved digital media offerings from competitors in our markets;

• competitive pricing pressures;

• failure to release new or enhanced versions of our digital viewing services;

• technological change that we are unable to address with our website; and

• general economic conditions.

We have one operating and reportable business segment and, therefore, our business, financial condition, results of operations and cash flows would be adversely affected by a decline in demand for our digital media viewing services. Our business and business prospects would be materially and adversely affected if the market for these services does not expand as we expect.

We have a history of annual net losses which may continue and which may negatively impact our ability to compete and achieve our business strategy. We have experienced significant net losses. For the three months ended March 31, 2016, we had a net loss of $6.0 million and for the years ended December 31, 2015 and 2014, we had net losses of $8.7 million and $5.3 million, respectively. Our business strategy may be unsuccessful and no assurance can be given that we will ever have net income. Accordingly, our prospects must be considered in light of the competition, risks, expenses and difficulties frequently encountered by an emerging online media company. Our inability to effectively meet our competition could have an adverse effect on our prospects, operating results and financial condition.

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We face many risks in connection with the general conditions and trends of our internet streaming video market. If our efforts to attract and retain subscribers and users are not successful, our business will be adversely affected. We have experienced subscriber and user growth since our United Kingdom entity, FilmOn TV Ltd., began operations in 2010. Our ability to continue to attract subscribers and users will depend in part on our ability to consistently provide our subscribers and users with a valuable and quality streaming experience. Furthermore, the relative service levels, content offerings, pricing and related features of competitors to our service may adversely impact our ability to attract and retain subscribers and users. We are competing for screen viewing time with many competing offerings, including multichannel video programming distributors providing free, on demand content through authenticated internet applications, internet-based movie and television content providers, including both those that provide legal and illegal (or pirated) streaming video content, and streaming video retail stores. If consumers do not perceive our service offering to be of value, or if we introduce new or adjust existing features or change the mix of content in a manner that is not favorably received by them, we may not be able to attract and retain subscribers and users. In addition, many of our subscribers are rejoining our service or originate from word-of-mouth advertising from existing subscribers. If our efforts to satisfy our existing subscribers and users are not successful, we may not be able to attract subscribers and users, and as a result, our ability to maintain and/or grow our business will be adversely affected. Subscribers and users may stop using our service for many reasons, including a perception that they do not use the service sufficiently, the availability of content is unsatisfactory, competitive services provide a better value or experience and customer service issues are not satisfactorily resolved. We must continually add new subscribers and users both to replace subscribers and users who stop using our service and to grow our business beyond our current subscriber and user bases. If too many of our subscribers and users stop using our service, or if we are unable to attract new subscribers and users in numbers sufficient to grow our business, our operating results will be adversely affected. If we are unable to successfully compete with current and new competitors in both retaining our existing subscribers and users and attracting new subscribers and users, our business will be adversely affected. Further, if excessive numbers of subscribers and users stop using our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate in order to replace these subscribers and users with new subscribers and users.

If we are not able to manage change and growth, our business could be adversely affected. We are expanding our operations internationally, scaling our streaming service to effectively and reliably handle anticipated growth in both subscribers and users and features related to our service. As we expand internationally, we are managing our business to address varied content offerings, consumer customs and practices, in particular those dealing with e-commerce and internet video, as well as differing legal and regulatory environments. As we scale our streaming service, we are developing technology and utilizing third-party internet-based or “cloud” computing services. If we are not able to manage the growing complexity of our business, including improving, refining or revising our systems and operational practices related to our streaming operations, our business may be adversely affected.

We identified material weaknesses in connection with our internal control over financial reporting. Although we are taking steps to remediate these material weaknesses, we may not be successful in doing so in a timely manner, or at all, and we may identify other material weaknesses. In connection with the audits of our consolidated financial statements for the years ended December 31, 2015 and 2014, and the preparation of our unaudited interim financial statements for the three months ended March 31, 2016 and 2015, our management and independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. The material weaknesses related to (i) our lack of a sufficient number of personnel with an appropriate level of knowledge and experience in the application of U.S. generally accepted accounting principles, or U.S. GAAP, commensurate with our financial reporting requirements and (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed and in place or not operating effectively. As a result, numerous adjustments to our consolidated financial statements were identified and made during the course of the audits and review.

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We are currently not required to comply with Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make an assessment of the effectiveness of our internal control over financial reporting. Further, our independent registered public accounting firm has not been engaged to express, nor have they expressed, an opinion on the effectiveness of our internal control over financial reporting. Had we and our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional control deficiencies may have been identified by our management or independent registered public accounting firm, and those control deficiencies could have also represented one or more material weaknesses. In an effort to remediate the material weaknesses, we plan to increase the number of our finance and accounting personnel, and will consider hiring a Chief Financial Officer with public company experience.

Assessing our procedures to improve our internal control over financial reporting is an ongoing process. We can provide no assurance that our remediation efforts described herein will be successful and that we will not have material weaknesses in the future. Any material weaknesses we identify could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements.

We may not successfully integrate the businesses of our recent acquisitions of CinemaNow and OVGuide to realize their full benefits. Our recent acquisitions of CinemaNow and OVGuide involve the integration of businesses that have previously operated separately. The difficulties of combining the operations of these businesses include the challenge of effecting technical integration while carrying on our ongoing business. The process of completing the integration of these businesses could cause an interruption of, or loss of momentum in, the activities of our company and the loss of key personnel. The diversion of management’s attention and any delays or difficulties encountered in connection with the acquisition and the integration of each of CinemaNow’s and OVGuide’s operations could have an adverse effect on our business, financial condition or results of operations.

Following the acquisitions of CinemaNow and OVGuide, we may be required to take writedowns or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price. Although we conducted due diligence on CinemaNow and OVGuide, we cannot assure you that this diligence revealed all material issues that may be present in CinemaNow and OVGuide’s businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and CinemaNow or OVGuide’s control will not later arise. As a result, we may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the combined company or its securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

In recognition of potential charges that could arise following the OVGuide acquisition, pursuant to the terms of the OVGuide Agreement and Plan of Merger and Reorganization, we have held back 100,781 shares of the common stock merger consideration in a holdback fund to satisfy any indemnification claims related to undisclosed commercial or tax liabilities or litigation, with 50% of such stock being released from the holdback fund, net of claims, on each of September 8, 2016 and March 8, 2017. No assurance can be given that this indemnification will prove to be sufficient.

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Our growth strategy depends, in part, on our acquiring internet video content as well as complementary businesses and expanding those operations, which we may be unable to do. Our growth and expansion strategy is based, in part, on our ability to acquire or invest in internet video content as well as complementary businesses. The success of this acquisition strategy will depend, in part, on our ability to accomplish the following:

• identify suitable content and businesses to buy;

• complete the purchase of such content and businesses on terms acceptable to us;

• complete the acquisition(s) in the time frame and within the budget we expect; and

• improve the results of operations of the content and businesses that we buy and successfully integrate those operations on an accretive

basis.

There can be no assurance that we will be successful in any or all of the steps above. Our failure to successfully implement our acquisition strategy could have an adverse effect on other aspects of our business strategy and our business in general. We may not be able to find appropriate acquisition candidates, accretively acquire those candidates that we identify or integrate acquired businesses effectively and profitably.

We may require additional financing, which may not be available, as it historically has been, for the continued operation of our business. Even if we raise the maximum amount in this offering, the continued acquisition, management and distribution of digital video content that is the core of our business is very expensive and we may require additional funds to continue operations of our business once the net proceeds of this offering have been used. In the past, we were able to rely on Alkiviades (Alki) David, our Chairman and Chief Executive Officer, to provide our company with financing for the acquisition of video content and ongoing operations; however, in the future, Mr. David may be unable to continue to provide our company with such financial assistance and we may not be able to access alternative sources of financing. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could seriously harm our business and operating results. If we incur debt, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations.

If our efforts to build unique identity and improve subscriber and user satisfaction and loyalty are not successful, we may not be able to attract or retain subscribers or users, and our operating results may be adversely affected. We must continue to build and maintain a unique identity. We believe that a unique identity will be important in attracting and retaining subscribers and users who have a number of choices from which to obtain streaming content. To build a unique identity we believe we must continue to offer content and service features that our subscribers and users value and enjoy. We also believe that these must be coupled with effective consumer communications, such as marketing, customer service and public relations. If our efforts to promote and maintain our identity are not successful, our ability to attract and retain subscribers or users may be adversely affected. Such a result may adversely affect our operating results.

With respect to our expansion into international markets, we will also need to establish our identity and, to the extent we are not successful in doing so, our business in new markets may be adversely impacted.

Changes in our subscriber acquisition sources could adversely affect our marketing expenses and subscriber levels may be adversely affected. We utilize a broad mix of marketing and public relations programs, including social media websites such as Facebook and Twitter, to promote our service to potential new subscribers. We may limit or discontinue use or

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support of certain marketing sources or activities if advertising rates increase or if we become concerned that subscribers or potential subscribers deem certain marketing practices intrusive or damaging to our brand. If the available marketing channels are curtailed, our ability to attract new subscribers may be adversely affected.

If companies that currently promote our service decide that we are negatively impacting their business, that they want to compete more directly with our business or enter a similar business or decide to exclusively support our competitors, we may no longer be given access to such marketing channels. We also acquired a number of subscribers who return to our service having previously stopped using our service. If we are unable to maintain or replace our sources of subscribers with similarly effective sources, or if the cost of our existing sources increases, our subscribers levels and marketing expenses may be adversely affected.

We depend on several large video advertising networks to resell our available screen space, and the discontinuance of any such arrangements could result in a significant loss of revenue. A significant portion of our revenue is earned in connection with arrangements with several large video advertising networks which resell our available video advertising screen space to individual advertisers and brands. During the three months ended March 31, 2016, we had one video advertising network customer that accounted for 12% of our revenue. During the year ended December 31, 2015, we had one video advertising network customer that accounted for 31% of our revenue, and during the year ended December 31, 2014, we had two video advertising network customers that accounted for 20% and 10% of our revenue. A decision by any of these video advertising network customers to discontinue or limit their relationship with us could result in a significant loss of revenue to us.

We face risks, such as unforeseen costs and potential liability, in connection with content we acquire, license and/or distribute through our service. As a distributor of digital media content, including digital video, we face potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we acquire, license and/or distribute. We also may face potential liability for content used in promoting our service, including marketing materials and features on our website such as subscriber and user reviews. We are responsible for production costs and other expenses related to our original content. We also take on risks associated with this production, such as completion and key talent risk. To the extent we do not accurately anticipate costs or mitigate risks, or if we become liable for content we acquire, license and/or distribute, our business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising from any liability or unforeseen production risks could harm our results of operations. We cannot assure you that we are indemnified to cover claims or costs of these types and we may not have insurance coverage for these types of claims.

We rely upon a number of strategic partners to offer instant streaming of content to various devices. We currently offer all our viewers the ability to receive streaming content through a host of internet-connected devices, including internet- enabled televisions, digital video players, game consoles and mobile devices. We intend to continue to broaden our capability to instantly stream content to other platforms and partners over time. If we are not successful in maintaining existing and creating new relationships, or if we encounter technological, content licensing or other impediments to our streaming content, our ability to grow our business could be adversely impacted. We have entered into agreements with certain consumer electronics partners, pursuant to which each makes available an “app” for viewing our content on its hardware platform. Our agreements with our consumer electronics partners are typically between one and three years in duration and our business could be adversely affected if, upon expiration, a number of our partners do not continue to provide access to our service or are unwilling to do so on terms acceptable to us, which terms may include the degree of accessibility and prominence of our service. In addition, technology changes to our streaming functionality may require that partners update their devices. If partners do not update or otherwise modify their devices, our service and our viewers’ use and enjoyment could be negatively impacted.

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Any significant disruption in our computer systems or those of third parties that we utilize in our operations could result in a loss or degradation of service and could adversely impact our business. Our reputation and ability to attract, retain and serve our subscribers and users is dependent upon the reliable performance of our computer systems and those of third parties that we utilize in our operations. These systems may be subject to damage or interruption from earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm these systems. Interruptions in these systems, or to the internet in general, could make our service unavailable or impair our ability to deliver content to our subscribers and users. Service interruptions, errors in our software or the unavailability of computer systems used in our operations could diminish the overall attractiveness of our service to existing and potential subscribers and users.

FilmOn.com experienced a significant service interruption in 2009, when a third-party data host faced a cyber attack by an intruder, and we experienced a significant service interruption in 2013, when we were the target of denial of service attacks for two weeks. The FilmOn.com website remained operational during the 2009 interruption, however most FilmOn.com channels went offline for two to three days while servers were reinstalled. The 2013 attack was resolved with the services of Neustar Site Protect.

Our servers and those of third parties we use in our operations are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions and periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of data. Any attempt by hackers to disrupt our service or otherwise access our systems, if successful, could harm our business, be expensive to remedy and damage our reputation. We have implemented certain systems and processes to thwart hackers and, to date, hackers have not had a material impact on our service or systems. However, this is no assurance that hackers may not be successful in the future. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to implement and may limit the functionality of or otherwise negatively impact our service offering and systems. Any significant disruption to our service or access to our systems could result in a loss of subscribers and users and adversely affect our business and results of operation.

We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party data centers. In addition, we utilize third-party internet-based or “cloud” computing services in connection with our business operations. We also utilize third-party content delivery networks to help us stream content in high volume to our subscribers and users over the internet. Problems faced by us or our service providers, including technological or business-related disruptions, could adversely impact the experience of our subscribers and users.

Our reputation and relationships with subscribers and users would be harmed if our subscribers or users’ data, particularly personally identifying data, were to be subject to a cyber-attack or otherwise accessed by unauthorized persons. We maintain personal data regarding our subscribers and users, including their names and other information. With respect to personally identifying data, we rely on licensed encryption and authentication technology to secure such information. We also take measures to protect against unauthorized intrusion into our subscribers and users’ data. In addition, in the future, we anticipate employing private network lines between core and streaming data centers to enhance the quality of public internet connections, which can be unstable at times, and to prevent situations where all or any of our internet connections are overloaded by a potential cyber attack.

Despite these measures, we could experience a cyber attack or other unauthorized intrusion into our subscribers and users’ data. Our security measures could also be breached due to employee error, malfeasance, system errors or vulnerabilities, or otherwise. In the event our security measures are breached, or if our services are subject to attacks that impair or deny the ability of subscribers or users to access our products and services, current and potential subscribers or users may become unwilling to provide us the information necessary for them to become subscribers or users or may curtail or stop using our products and services. In addition, we could face legal claims for such a breach. The costs relating to any data breach could be material, and we currently do

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not carry insurance against the risk of a data breach. For these reasons, should an unauthorized intrusion into our subscribers or users’ data occur, our business could be adversely affected. Changes to operating rules could increase our operating expenses and adversely affect our business and results of operations.

We rely on our proprietary technology to stream content and to manage other aspects of our operations, and the failure of this technology to operate effectively could adversely affect our business. We continually enhance or modify the technology used for our operations. We cannot be sure that any enhancements or other modifications we make to our operations will achieve the intended results or otherwise be of value to our subscribers and users. Future enhancements and modifications to our technology could consume considerable resources. If we are unable to maintain and enhance our technology to manage the streaming of content to our subscribers and users in a timely and efficient manner, our ability to retain existing subscribers and users and to add new subscribers and users may be impaired. In addition, if our technology or that of third parties we utilize in our operations fails or otherwise operates improperly, our ability to retain existing subscribers and users and to add new subscribers and users may be impaired. Also, any harm to our subscribers or users’ personal computers or other devices caused by software used in our operations could have an adverse effect on our business, results of operations and financial condition.

Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business. We rely upon the ability of consumers to access our service through the internet. To the extent that network operators implement usage based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our acquisition and retention of subscribers and users could be negatively impacted. Further, to the extent network operators were to create tiers of internet access service and either charge us for or prohibit us from being available through these tiers, our business could be negatively impacted.

If our patents, trademarks, intellectual property and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected. We rely on and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as patent, trademark, copyright and trade secret protection laws, to protect our intellectual property and proprietary rights.

When necessary, we enforce our proprietary rights through court proceedings. We may file, from time to time, patent and trademark applications. Nevertheless, these applications may not be approved, third parties may challenge patents and trademarks issued to or held by us, third parties may knowingly or unknowingly infringe our intellectual property and other proprietary rights, and we may not be able to prevent infringement or misappropriation without substantial expense to us.

We currently hold various domain names, including FilmOn.com. Failure to protect our domain names could adversely affect our reputation and make it more difficult for our customers to find our website and our service. We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our intellectual property and other proprietary rights.

We may be subject to litigation which, if adversely determined, could cause us to incur substantial losses. In particular, pending intellectual property lawsuits against us could be costly and impose a significant burden on our management and employees. If such lawsuits result in judgments against us, our business, prospects and competitive position may be adversely affected. From time to time, during the normal course of our businesses, we are subject to various litigation claims and legal disputes most significantly in the areas of intellectual property (e.g., trademarks, copyrights and

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patents). Our intellectual property rights extend to our technology, business processes and the content on our website. We use the intellectual property of third parties in marketing and providing our service through contractual and other rights. Despite our efforts, from time to time, third parties have alleged, and may in the future allege, that we have violated their intellectual property rights.

We are currently parties to multiple lawsuits related to our products and services, including copyright infringement lawsuits brought by content broadcasters and intellectual property rights-holders, and we may in the future be subject to additional such lawsuits and disputes. We are vigorously defending claims in federal court in New York, Los Angeles and Washington, D.C. brought by television networks for streaming their broadcast programming over the internet without a license and we have asserted our own counterclaim against the networks that we are entitled to a compulsory performance license to retransmit the networks’ broadcast content pursuant to Section 111 of the 1976 Copyright Act. The claims against us and our counterclaims against the networks remain pending. For more information, see “Business – Legal Proceedings.”

Defending and prosecuting these claims is costly and can and may impose a significant burden on our management and employees. In addition, we may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. If we are unable to obtain an outcome which sufficiently protects our rights, successfully defend our use of intellectual property, or allows us time to develop non-infringing technology and content or to otherwise alter our business practices on a timely basis in response to the claims against us, our business, prospects and competitive position may be adversely affected.

Some of these claims may not be covered under our insurance policies, or our insurance carriers may seek to deny coverage, and, as a result, we are, at times, required to incur significant unreimbursed legal fees in defending such claims. Because we cannot accurately predict the outcome of any action, as a result of current and/or future litigation, we could be subject to adverse judgments or settlements that could significantly reduce our earnings or result in losses.

Recently, a United States District Court Judge in California, interpreting the Copyright Act, agreed with us in not believing there to be a policy argument for treating traditional cable services differently from internet services. This case is being appealed to the United States Court of Appeals for the Ninth Circuit. Separately, the Federal Communications Commission has proposed rules to create regulatory parity between OTT operators and cable operators that would benefit us if adopted. If the above-referenced case is ultimately overturned by an appellate court and/or the FCC fails to adopt its proposed rules, our business, prospects and competitive position may be negatively affected. We believe that OTT operators should be permitted, like cable networks, to retransmit licensed television network programming via the internet because we provide an analogous service to cable networks using internet and wireless technology. However, in July 2014, the Southern District of New York, during litigation involving a former FilmOn competitor, relied on existing Second Circuit precedent in holding that internet retransmission services do not constitute cable systems under Section 111 of the Copyright Act. In contrast, in July 2015, a United States District Court Judge in California, interpreting the Copyright Act in Fox Television Stations, Inc., et al., v. FilmOn X, LLC, et al. , recently held to the contrary and agreed with us, concluding that we should be treated the same as cable operators for purposes of Section 111 of the Copyright Act. The California District Court specifically considered the New York Court’s prior decision and found it unpersuasive. The California District Court also authorized an immediate appeal of its decision.

Fox Television Stations, Inc., et al. v. FilmOn X, LLC, et al. , is currently being appealed to the United States Court of Appeals for the Ninth Circuit. If the Ninth Circuit upholds the California District Court’s decision on appeal, such a decision would create conflicting authority between the 9th and 2nd Circuit regarding whether a company that streams broadcast television over the internet can qualify as a cable system under Section 111 of the Copyright Act and thereby rebroadcast television networks’ broadcast content at set, predetermined rates. If this were to occur, we would be entitled to a compulsory license in the 9th Circuit, but not in the 2nd Circuit, and

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we would be subject to suit on this issue in the remainder of the United States. Under these circumstances, we may seek a final determination of whether we may qualify as a cable system under the Copyright Act by the Supreme Court of the United States. If the California District Court decision is overturned on appeal, we would not be entitled to a compulsory performance license to rebroadcast television networks’ broadcast content at set, predetermined rates pursuant to the Copyright Act.

Separately, the FCC, which regulates interstate communications by radio, television, wire, satellite and cable in the United States, has proposed rules–due in part to our advocating for them–to create regulatory parity between OTT operators and cable operators. The proposed rules, if adopted, would treat OTT operators as MVPDs, giving OTT operators the legal right to retransmit local television broadcast stations to authenticated users in local markets in accordance with FCC rules. In turn, television network broadcasters would be required to negotiate in good faith with OTT operators to act as licensees for the retransmission of television network programs for negotiated licensing fees. We believe the proposal that OTT operators be treated as MVPDs, if adopted, would allow us to provide a comprehensive video entertainment platform and would spur investment in our company and the OTT industry generally. We submitted our reply comments to the FCC in support of the proposed rulemaking on March 18, 2015. At this time, we are not aware of when or whether these proposed rules will become effective or whether the content of such rules will change during the adoption process. Further, if the FCC’s proposed rules are not adopted, or if they are adopted with modifications that are adverse to us, we may not be entitled to negotiate content licenses with television networks.

If either the FCC rulemaking or the above-referenced litigation is not decided in our favor, our business, prospects and competitive position may be negatively affected. If neither of these matters is decided in our favor, it is possible that the network broadcasters will refuse to grant us a license to rebroadcast their content to our subscribers and users, thereby negatively affecting our potential expansion, prospects and competitive position.

Piracy of video, including digital and internet piracy, may reduce viewers of our website or lead to infringement claims against us. Video piracy is extensive in many parts of the world and is made easier by technological advances and the conversion of video into digital formats. This trend facilitates the creation, transmission and sharing of high quality unauthorized copies of content on DVDs, Blu-ray discs, and the internet. We may have to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and losses of revenue. We cannot assure you that security and anti-piracy measures will prevent the piracy of our content. The proliferation of unauthorized copies of these products could have an adverse effect on our business, because these products could reduce the number of viewers who use our service or could lead to infringement claims against us if such products wind up on our websites.

Our online activities are subject to a variety of laws and regulations relating to privacy which, if violated, could subject us to an increased risk of litigation and regulatory actions. In addition to our websites and applications, we use third-party applications, websites, and social media platforms to promote our service and engage consumers, as well as monitor and collect certain information about users of our service. There are a variety of laws and regulations governing individual privacy and the protection and use of information collected from such individuals, particularly in relation to an individual’s personally identifiable information. Many foreign countries have adopted similar laws governing individual privacy, some of which are more restrictive than similar United States laws. If our online activities were to violate any applicable current or future laws and regulations, we could be subject to litigation and regulatory actions, including fines and other penalties.

If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business or incur greater operating expenses. The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct our business. In addition, the

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continued growth and development of the market for online commerce may lead to more stringent consumer protection laws, which may impose additional burdens on us. If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model.

The adoption of any laws or regulations that adversely affect the growth, popularity or use of the internet, including laws impacting internet neutrality, could decrease the demand for our service and increase our cost of doing business. For example, in late 2010, the FCC adopted so-called net neutrality rules intended, in part, to prevent network operators from discriminating against legal traffic that transverse their networks. On April 13, 2015, the FCC published final rules protecting net neutrality; however, those rules are currently being challenged by the telecommunications industry in the United States Court of Appeals for the District of Columbia Circuit. To the extent network operators attempt to use the April 2015 rules, or intermediate rulings relating to the appeal thereof, to extract fees from us to deliver our traffic or otherwise engage in discriminatory practices, our business could be adversely impacted. As we expand internationally, government regulation concerning the internet, and in particular, network neutrality, may be nascent or non-existent. Within such a regulatory environment, coupled with potentially significant political and economic power of local network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.

We could be subject to economic, political, regulatory and other risks arising from international operations. Operating in international markets requires significant resources and management attention and will subject us to regulatory, economic and political risks that may be different from and incremental to those in the United States. In addition to the risks that we face in the United States, our international operations may involve risks that could adversely affect our business, including:

• the need to adapt our content and user interfaces for specific cultural and language differences, including licensing a certain portion of

our content library before we have developed a full appreciation for its performance within a given territory;

• difficulties and costs associated with staffing and managing foreign operations;

• management distraction;

• political or social unrest and economic instability;

• compliance with United States laws, such as the Foreign Corrupt Practices Act, export controls and economic sanctions, and local laws

prohibiting corrupt payments to government officials;

• unexpected changes in regulatory requirements;

• less favorable foreign intellectual property laws;

• adverse tax consequences such as those related to repatriation of cash from foreign jurisdictions into the United States, non-income related taxes such as value-added tax or other indirect taxes, changes in tax laws or their interpretations, or the application of judgment

in determining our global provision for income taxes and other tax liabilities given inter-company transactions and calculations where the ultimate tax determination is uncertain;

• fluctuations in currency exchange rates, which could impact revenues and expenses of our international operations and expose us to

foreign currency exchange rate risk;

• profit repatriation and other restrictions on the transfer of funds;

• differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards;

• new and different sources of competition;

• different and more stringent user protection, data protection, privacy and other laws; and

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• availability of reliable broadband connectivity and wide area networks in targeted areas for expansion.

Our failure to manage any of these risks successfully could harm our international operations and our overall business, and results of our operations.

Our business is subject to reporting requirements that continue to evolve and change, which could continue to require significant compliance effort and resources. Because our common stock will be publicly traded, we will be subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board (PCAOB), the SEC and the Nasdaq Capital Market (assuming our common stock has been approved for listing), periodically issue new requirements and regulations and legislative bodies also review and revise applicable laws. As interpretation and implementation of these laws and rules and promulgation of new regulations continues, we will continue to be required to commit significant financial and managerial resources and incur additional expenses to address such laws, rules and regulations, which could in turn reduce our financial flexibility and create distractions for management.

Any of these events, in combination or individually, could disrupt our business and adversely affect our business, financial condition, results of operations and cash flows.

The loss of the services of Alkiviades (Alki) David or Peter van Pruissen for any reason would materially and adversely affect our business operations and prospects. Our financial success is dependent to a significant degree upon the efforts of Alkiviades (Alki) David, our Chairman and Chief Executive Officer and Peter van Pruissen, our Chief Financial Officer. Mr. David, who has financed our operations to date, has knowledge regarding the internet streaming video market and business contacts that would be extremely difficult to replace. Mr. van Pruissen possesses historical financial and accounting experience concerning our company that our other officers do not have. Although we have entered into employment arrangements with each of them, there can be no assurance that Messrs. David and van Pruissen will continue to provide services to us. It is expected that Messrs. David and van Pruissen will devote a significant amount of their working time to our company (not less than an average of 35 hours per week for Mr. David and not less than an average of 24 hours per week for Mr. van Pruissen) and that the balance of Messrs. David and van Pruissen’s working time may be devoted to other business and investment activities. A voluntary or involuntary departure by Mr. David and/or Mr. van Pruissen could have a materially adverse effect on our business operations if we were not able to attract a qualified replacement for them in a timely manner. We maintain a $10 million key-man life insurance policy for our benefit on the life of Mr. David, but not on the lives of any of our other officers.

There may be potential conflicts of interest involving the time spent by our Chairman and Chief Executive Officer as between our company and other companies he controls. Alkiviades (Alki) David, our Chairman and Chief Executive Officer, also serves as a director and officer of several other companies that he controls including Anakando Ltd. and HUSA Development Inc. and devotes a portion of his business and professional time and efforts to the respective businesses of those companies. While we believe that our business, technologies and strategic objectives are distinguishable from those other companies he controls, and which we do not compete with, Mr. David may have potential conflicts of interest with respect to, among other things, potential corporate opportunities, business combinations, joint ventures and/or other business opportunities that may become available to him, us, Anakando, HUSA Development and the other companies he controls. Moreover, while Mr. David has agreed to devote not less than an average of 35 hours per week of his business and professional time and efforts to us, potential conflicts of interest also include the amount of time and efforts devoted by him to the affairs of Anakando, HUSA Development and other companies he controls. We may be materially affected if Mr. David chooses to place the interests of Anakando,

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HUSA Development and other companies he controls before those of our company. Our Board of Directors has adopted a policy whereby any related party transactions ( i.e., transactions involving a director, an officer or an affiliate of our company) must be approved solely by a majority of the disinterested independent directors serving on the Board. Mr. David also owes fiduciary duties of care and loyalty to us under Delaware law. However, the failure of our management to resolve any conflicts of interest in our favor could materially adversely affect our business, financial condition and results of operation.

We may not be able to attract and retain the highly skilled employees we need to support our planned growth, and our compensation expenses may increase. To execute on our strategy, we must continue to attract and retain highly qualified personnel. Competition for these personnel is intense, especially for senior sales executives and engineers with high levels of experience in designing and developing software. We may not be successful in attracting and retaining qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we do. Technical personnel are also aggressively recruited by other startup and emerging growth companies, which are especially active in many of the technical areas and geographic regions in which we operate. In addition, in making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the stock-based compensation they are to receive in connection with their employment. Declines in the value of our common stock could adversely affect our ability to attract or retain key employees and result in increased employee compensation expenses.

We may face quarterly and seasonal fluctuations that could harm our business. Our revenues and results of operations have fluctuated in the past, and will likely continue to fluctuate, on a quarterly basis. Such fluctuations are the result of a seasonal pattern that reflects variations in consumer purchasing habits. When consumers buy internet-connected devices, they tend to increase their viewership of digital media, including general video streaming services. Our subscriber growth is generally greatest during the fourth and first quarters (October through March), and slowest during the second and third quarters (May through August).

Changes in accounting principles or guidance, or in their interpretations, could result in unfavorable accounting charges or effects, including changes to our previously filed consolidated financial statements, which could cause our stock price to decline. We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a significant negative effect on our reported results and retroactively affect previously reported results, which, in turn, could cause our stock price to decline.

We will incur increased costs as a result of being a public company and our management expects to devote substantial time to public company compliance programs. As a public company, we will incur significant legal, insurance, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Nasdaq Capital Market listing requirements and other applicable securities rules and regulations impose various requirements on public companies. Our management and administrative staff will need to devote a substantial amount of time to compliance with these requirements. For example, in anticipation of becoming a public company, we will need to adopt additional internal controls and disclosure controls and procedures and bear all of the internal and external costs of preparing periodic and current public reports in compliance with our obligations under the securities laws. We intend to invest resources to comply with evolving laws, regulations

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and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention away from product development activities. If for any reason our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

In connection with this offering, we intend to obtain directors’ and officers’ liability insurance coverage, which will increase our insurance cost. In the future, it may be more expensive for us to obtain directors’ and officers’ liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our board of directors, particularly to serve on our audit committee and compensation committee.

In addition, in order to comply with the requirements of being a public company, we may need to undertake various actions, including implementing new internal controls and procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to our principal executive and financial officers. Any failure to develop or maintain effective controls could adversely affect the results of our periodic management evaluations. In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate, or that we are unable to produce timely or accurate consolidated financial statements, investors may lose confidence in our operating results and the price of our common stock could decline. In addition, if we are unable to continue to meet these requirements, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities, and we may not be able to remain listed on the Nasdaq Capital Market.

We are not currently required to comply with the SEC’s rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not yet required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report. This assessment will need to include the disclosure of any material weaknesses in our internal control over financial reporting identified by our management or our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a costly and challenging process to document and evaluate our internal control over financial reporting. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of our internal control over financial reporting. We will also need to continue to improve our control processes as appropriate, validate through testing that our controls are functioning as documented and implement a continuous reporting and improvement process for our internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404.

As discussed above, we have identified material weaknesses in connection with our 2015 and 2014 consolidated financial statements and our interim March 31, 2016 condensed consolidated financial statements. Material weaknesses could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the later of our second annual report or the first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company” as defined in the JOBS Act. We cannot assure you that there will not be additional material weaknesses or significant deficiencies in our internal controls in the future.

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We are an “emerging growth company” and our election to delay adoption of new or revised accounting standards applicable to public companies may result in our consolidated financial statements not being comparable to those of some other public companies. As a result of this and other reduced disclosure requirements applicable to emerging growth companies, our securities may be less attractive to investors. As a company with less than $1.0 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” under the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

• are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over

financial reporting pursuant to the Sarbanes-Oxley Act;

• are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing

how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

• are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute

arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

• are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio

disclosure;

• may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of

Financial Condition and Results of Operations, or MD&A; and

• are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS

Act.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our consolidated financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure, and may present only two years of audited financial statements and related MD&A disclosure.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.0 billion in annual revenues, have more than $700 million in market value of our common stock held by non- affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a three-year period. Under current SEC rules, however, we will continue to qualify as a “smaller reporting company” for so long as we have a public float ( i.e. , the market value of common equity held by non-affiliates) of less than $75 million as of the last business day of our most recently completed second fiscal quarter.

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We cannot predict if investors will find our securities less attractive due to our reliance on these exemptions. If investors were to find our securities less attractive as a result of our election, we may have difficulty raising all of the proceeds we seek in this offering.

If we fail to forecast our revenue accurately due to lengthy sales cycles, or if we fail to match our expenditures with corresponding revenue, our operating results could be adversely affected. We have a very limited history upon which to base forecasts of future revenue. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as anticipated. As a result, our operating results in future reporting periods may be significantly below the expectations of the public market, equity research analysts or investors, which could harm the price of our common stock.

The United Kingdom’s vote to leave the European Union will have uncertain effects and could adversely affect us. A majority of United Kingdom (U.K.) voters recently voted for the U.K. to exit the E.U. (“Brexit”). Negotiations are expected to shortly commence to determine the future terms of the U.K.’s relationship with the E.U., including the terms of trade between the U.K. and the E.U. and the rest of the world. The effects of Brexit will depend on any agreements the U.K. makes to retain access to E.U. markets either during a transitional period or more permanently. Brexit could impair our ability to transact business in E.U. countries and the basis on which we can operate in the E.U. could be limited or cease. We currently transact business in the U.K., where we also have an office, and in key European markets. In 2015, approximately 8.2% of our total revenues were generated in the U.K. and 32.9% of our total revenues were generated in Central Europe. During the three months ended March 31, 2016, 8.4% and 12.4% of our total revenues were generated in the U.K. and Central Europe, respectively.

Further, Brexit could adversely affect European and worldwide economic or market conditions and could contribute to instability in global financial markets. Brexit is likely to lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate. Any of these effects of Brexit, and others we cannot anticipate, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.

Risks Related to our Shares and this Offering

The best efforts structure of this offering may yield insufficient gross proceeds to fully execute on our business plan. The underwriters are offering shares of our common stock in this offering on a best efforts basis. The underwriters are not required to sell any specific number or dollar amount of common stock, but will use their best efforts to sell the shares offered by us. It is a condition of this offering that we raise the minimum amount of $20,000,000 by , 2016 (60 days after the date of this prospectus). As a “best efforts” offering, there can be no assurance that we will successfully raise this minimum amount or that the offering contemplated by this prospectus will ultimately be completed or will result in any proceeds being made available to us.

The success of this offering will impact, in large part, our ability to cover expenses and finance operations over the next 12 to 24 months. If we sell only the minimum number of shares yielding insufficient gross proceeds, we may be unable to sufficiently fund operations or fully execute on our business plan. This could potentially result in a material adverse effect on our business, prospects, financial condition and results of operations.

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Since our common stock has not been publicly traded before this offering, the price of our common stock may be subject to wide fluctuations. Before this offering, there was no public market for our common stock. Even though we have applied to list our shares for trading on the Nasdaq Capital Market, we cannot be certain that our common stock will be so listed. Even if our common stock is listed on the Nasdaq Capital Market, an active trading market for our common stock may not develop following this offering. You may not be able to sell your shares quickly or at the current market price if trading in our stock is not active. You may lose all or a part of your investment. The initial public offering price of our shares was arbitrarily determined based on negotiations between us and the underwriters. The market price of our common stock after the offering will likely vary from the initial offering price and is likely to be highly volatile and subject to wide fluctuations in response to a variety of factors and risks, many of which are beyond our control. See “Underwriting.” In addition to the risks noted elsewhere in this prospectus, some of the other factors affecting our stock price may include:

• variations in our operating results;

• the level and quality of securities analysts’ coverage for our common stock;

• announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital

commitments;

• announcements by third parties of significant claims or proceedings against us; and

• future sales of our common stock.

For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on past results as an indication of future performance. In the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been instituted against the public company. Regardless of its outcome, this type of litigation could result in substantial costs to us and a diversion of our management’s attention. You may not receive a positive return on your investment when you sell your shares and you may lose the entire amount of your investment.

The concentration of our common stock ownership by our Chairman and Chief Executive Officer and our other directors, director nominees and executive officers will limit your ability to influence corporate matters. Upon completion of this offering, Alkiviades (Alki) David, our Chairman and Chief Executive Officer, and our other directors, director nominees and executive officers will beneficially own and will be able to vote in the aggregate 90.3% of our outstanding common stock if the minimum number of shares is sold, 87.7% of our outstanding common stock if the maximum number of shares is sold, and 86.5% if all of the over- subscription allowance shares are sold, of our outstanding common stock after the completion of this offering.

As such, Mr. David and our other directors, director nominees and executive officers, as stockholders, will continue to have the ability to exert significant influence over all corporate activities, including the election or removal of directors and the outcome of tender offers, mergers, proxy contests or other purchases of common stock that could give our stockholders the opportunity to realize a premium over the then-prevailing market price for their shares of common stock. This concentrated control will limit your ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. In addition, such concentrated control could discourage others from initiating changes of control. In such cases, the perception of our prospects in the market may be adversely affected and the market price of our common stock may decline.

You will experience immediate and substantial dilution in the value of the shares of common stock you purchase. The initial public offering price is substantially higher than the net tangible book value of each outstanding share of our common stock. Purchasers of common stock in this offering will experience immediate and

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substantial dilution on a book value basis. The dilution per share in the net tangible book value per share of common stock will be $7.09 per share if the minimum number of shares is sold and $6.91 per share if the maximum number of shares is sold, based on an assumed $8.00 initial public offering price. If stock options and warrants to purchase shares of common stock are exercised, there would be further dilution. See “Dilution.”

Substantial issuances of our common stock may be required pursuant to the 2016 Private Placements. Pursuant to the terms of the Securities Purchase Agreement for the 2016 Private Placements, the outstanding series A preferred stock will be automatically converted into 381,247 shares of our common stock effective upon the closing of this offering. The conversion price of the series A preferred stock is $6.40 per share, representing a 20% discount to the initial public offering price per share in this offering. The conversion price is subject to adjustment if at any time during the period commencing on the closing date of this offering and ending on the first anniversary of that date, we issue in a financing additional shares of common stock or other equity or equity-linked securities that exceed an aggregate of 10,000 shares at a purchase, conversion or exercise price less than $6.40 per share. In any such case, we have agreed to issue additional shares of common stock to the investors so that the effective purchase price per share in the 2016 Private Placement is the same per share purchase, conversion or exercise price of such additional shares. No adjustment will be made, however, in respect of shares of common stock or stock options issued to employees, directors or consultants at the then fair market value, or in connection with acquisitions of other entities, not to exceed 10% of the shares then outstanding on a fully-diluted basis, or that would require us to take any action that violates the rules of The Nasdaq Stock Market LLC. Each investor was issued, for no additional consideration, a three-year warrant to purchase a number of shares of our common stock as was equal to 15% of the number of shares into which the series A preferred stock purchased is convertible. The warrants are exercisable commencing upon the closing date of this offering. The warrants have an exercise price equal to $8.00 per share, the initial public offering price per share in this offering.

The issuance of a substantial number of shares of common stock in connection with the 2016 Private Placement will significantly dilute the percentage ownership interests of and may be at prices more beneficial than those paid by our existing common stockholders and other participants in this offering.

Some members of our board of directors are not residents of the United States and certain of our assets are located outside of the United States. As a result, you may not be able to enforce any U.S. judgment for claims you may bring against such directors or assets. Some members of our board of directors are not residents of the United States, including our Chairman and Chief Executive Officer, and certain of our assets and a substantial portion of the assets of these directors are located outside the United States. As a result, it may be more difficult for you to enforce a lawsuit within the United States against these non-U.S. resident directors than if they were residents of the United States. Also, it may be more difficult for you to enforce any judgment obtained in the United States against our assets or the assets of our non-U.S. resident directors located outside the United States than if such assets were located within the United States. We cannot assure you that foreign courts would enforce liabilities predicated on U.S. federal securities laws in original actions commenced in such foreign jurisdictions, or judgments of U.S. courts obtained in actions based upon the civil liability provisions of U.S. federal securities laws.

Because we do not intend to pay dividends on our common stock, you must rely on stock appreciation for any return on your investment. We presently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. As a result, you must rely on stock appreciation and a liquid trading market for any return on your investment. If an active and liquid trading market does not develop, you may be unable to sell your shares of common stock at or above the initial public offering price or at the time you would like to sell.

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The protection provided by the federal securities laws relating to forward-looking statements does not apply to us. The lack of this protection could harm us in the event of an adverse outcome in a legal proceeding relating to forward-looking statements made by us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to certain issuers, including issuers that do not have their equity traded on a recognized national securities exchange. Our common stock currently does not trade on any recognized national securities exchange. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. The lack of this protection in a contested proceeding could harm our financial condition.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this prospectus are forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Nevertheless, these forward-looking statements are subject to risks, uncertainties and assumptions about our operations and the investments we make, including, among other things, factors previously discussed under the heading “Risk Factors” in this prospectus and the following:

• changes in the internet streaming and on-demand video market;

• our limited operating history;

• the valuation of assets reflected on our financial statements;

• continued litigation risks;

• our reliance on continued access to financing;

• our reliance on information provided and obtained by third parties;

• federal, state, and foreign regulatory matters;

• additional expenses, not reflected in our operating history, related to being a public reporting company;

• competition, not only in the internet streaming video market, but also for traditional television and online entertainment generally; and

• covenants contained in strategic partnership agreements.

Some of the statements in this prospectus that are not historical facts are “forward-looking” statements. Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” or the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements. We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this prospectus will prove to be accurate. Some of the risks, uncertainties and assumptions are identified in the discussion entitled “Risk Factors” in this prospectus. We caution you that the forward-looking statements in this prospectus are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. These risks, uncertainties and assumptions include, but are not limited to, those discussed in this prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

• changes in the internet streaming and on-demand video market;

• our limited operating history;

• the valuation of assets reflected on our financial statements;

• continued litigation risks;

• our reliance on continued access to financing;

• our reliance on information provided and obtained by third parties;

• federal, state, and foreign regulatory matters;

• additional expenses, not reflected in our operating history, related to being a public reporting company;

• competition, not only in the internet streaming video market, but also for traditional television and online entertainment generally; and

• covenants contained in strategic partnership agreements.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to certain issuers, including issuers that do not already have their equity traded on a recognized national exchange such as the Nasdaq Capital Market. Our common stock does not currently trade on any recognized national exchange. As a result, we will not have the benefit of this safe harbor protection for this offering in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

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INDUSTRY AND MARKET DATA

This prospectus contains statistical data, estimates and forecasts that are based on independent industry publications or reports or other publicly available information, as well as other information based on our internal sources. This information involves a number of assumptions and limitations, is subject to risks and uncertainties, and is subject to change based on various factors, including those discussed in the section titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

The following independent industry reports are sources of certain statistical data, estimates and forecasts contained in this prospectus:

• Adobe Digital Index’s U.S. Digital Video 2014 Inaugural Report;

• Ericsson Consumer Insight Report – September 2015: TV and Media;

• Custom Content Council 2013 Report;

• Gartner Inc.’s 2013 U.S. Digital Marketing Spending Survey; and

• Ericsson Mobility Report for November 2014.

USE OF PROCEEDS

Based on an assumed initial public offering price of $8.00 per share, we estimate that the net proceeds of this offering, after deducting underwriting commissions and expenses payable by us and other offering expenses payable by us, will be $18,250,000 in net proceeds, if we sell a minimum of 2,500,000 shares and $27,275,000 in net proceeds, if we sell all 3,750,000 shares of our common stock in this offering. However, this is a best efforts offering and there is no assurance that we will sell any shares or receive any proceeds.

We intend to use the net proceeds as follows:

Percentage Percentage

of Net of Net Application of Net Proceeds Minimum Proceeds Maximum Proceeds (in thousands) Funding of internet video content acquisitions $ 5,475,000 30.0% $ 8,182,500 30.0% Buying and aggregating complementary businesses 5,110,000 28.0% 9,546,250 35.0% Accelerating sales, marketing and promotion activities 3,978,500 21.8% 6,000,500 22.0% Working capital and general corporate purposes 3,686,500 20.2% 3,545,750 13.0%

Total $18,250,000 100.0% $27,275,000 100.0%

Our core strategy is to grow our ad-based and subscription business domestically and internationally by expanding our unique and exclusive video content library. To do so, we intend to primarily acquire or invest in licensed content that has already been produced and has a brand name that we can incorporate into the FilmOn.com platform. We also intend to consider content acquisitions to complement our mobile app on the iOS and Android platforms. See “Business – Our Growth and Expansion Strategy – Continue to Aggressively Acquire or Invest in Streaming Content.”

We also intend to use a portion of our net proceeds to finance acquisitions of complementary businesses and to support the transition and integration of acquired operations with our ongoing business as a part of our growth and expansion strategy. Among other proposed complementary business acquisitions, potential targets include OTT hardware distribution companies, 360° panoramic video camera solutions, video streaming support device manufacturers, specialized advertising networks and live performance venues for the staging of hologram projection programs and sales of related merchandise to live audiences. We currently have no commitments or agreements with respect to any such acquisitions, and there can be no assurance that we will complete any acquisitions in the future or that we will successfully integrate the businesses of companies we do acquire. See “Business – Our Growth and Expansion Strategy – Complete Selected Complementary Acquisitions.”

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USE OF PROCEEDS

We intend to use the net proceeds as follows:

Percentage Percentage

Total $18,250,000 100.0% $27,275,000 100.0%

Following this offering, we intend to increase our spending for sales, marketing and promotion through various channels, including direct sales, organic search, paid search, digital advertising, email marketing, social media, retargeting, affiliate marketing, and broad-based media such as targeted video ads, as well as through strategic partnerships. We anticipate that at least 50% of these expenditures will include salaries and benefits of an expanded internal sales team. See “Business – Our Growth and Expansion Strategy – Accelerate our Ad Sales Execution.”

Funds for working capital and general corporate purposes include amounts required to pay officers’ salaries, consulting fees, professional fees, ongoing public reporting costs, computer equipment costs, data streaming transmission costs, office-related expenses and other corporate expenses.

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If more than the minimum of 2,500,000 shares but less than the maximum of 3,750,000 shares of common stock are sold in this offering, our use of the net proceeds will be substantially as set forth in the table above for the sale of the minimum amount, except that the allocated amounts will be increased, in order of priority, for (i) the funding of internet video content acquisitions and (ii) accelerating sales, marketing and promotion activities.

We believe the net proceeds of this offering will be sufficient to meet our cash, operational and liquidity requirements for at least 12 months. While the initial allocation of the net proceeds of this offering represents our best estimates of their use, the amounts actually expended for these purposes may vary significantly from the specific allocation of the net proceeds set forth above, depending on numerous factors, including changes in general economic and/or regulatory climate, and the progress and development of potential collaborative working arrangements. Whether or not this offering is successful, there can be no assurance these sources of funds will satisfy all of our cash, operational and liquidity requirements for any particular period of time.

All related party notes payable and stockholder advances reflected in our consolidated financial statements have been converted to equity as additional paid-in capital and we will have no outstanding indebtedness. Accordingly, none of the net proceeds will be used to repay indebtedness.

As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, we will have broad discretion in the application of these proceeds. Net offering proceeds not immediately applied to the uses summarized above will be invested in short-term interest-bearing obligations.

DIVIDEND POLICY

To date, we have never paid or declared any cash dividends on our common stock. We currently intend to retain any future earnings to finance the operation and development of our business and we do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board of Directors and will depend on a number of factors, including, but not limited to, our financial condition, results of operations, capital requirements, restrictions contained in future financing instruments, general business conditions, and other factors our Board of Directors deems relevant.

CAPITALIZATION

The following table sets forth our short-term debt and consolidated capitalization as of March 31, 2016:

• on an actual basis; and

• on a pro forma, as adjusted basis to give effect to (a)(i) the sale of a minimum of 2,500,000 shares of our common stock in this offering at an assumed initial public offering price of $8.00 per share, and our receipt of the estimated $18,250,000 in net proceeds of this offering, after deducting underwriting commissions and estimated offering expenses payable by us, and (ii) the sale of all 3,750,000 shares of our common stock in this offering at an assumed initial public offering price of $8.00 per share and our receipt of the estimated $27,275,000 in net proceeds of this offering, after deducting underwriting commissions and estimated offering expenses payable by us, and (b) the automatic conversion of our series A preferred stock into 381,247 shares of our common stock representing net proceeds of $2,113,000 upon the initial closing of this offering.

You should read this information in conjunction with “Prospectus Summary – Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

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CAPITALIZATION

The following table sets forth our short-term debt and consolidated capitalization as of March 31, 2016:

• on an actual basis; and

Pro Forma, As Pro Forma, As

Actual at Adjusted – Adjusted – March 31, 2016 Minimum Maximum (unaudited) (unaudited, in thousands) Short-term debt: Notes payable-related parties $ 100 $ 100 $ 100

Stockholders’ equity: Common stock 39 42 43 Additional paid-in capital 83,131 103,492 112,515 Accumulated deficit (63,432) (63,432) (63,432) Accumulated other comprehensive income 245 245 245

Total stockholders’ equity 19,983 40,347 49,371

Total capitalization $ 19,983 $ 40,347 $ 49,371

DILUTION

After giving pro forma effect to the automatic conversion of our series A preferred stock into 381,247 shares of our common stock upon the initial closing of this offering, our net tangible book value as of March 31, 2016 was $(8.6) million, or $(0.22) per share of common stock. Net tangible book value per share represents our total tangible assets, less our total liabilities, divided by the number of outstanding shares of our common stock. Dilution represents the difference between the amount per share paid by purchasers in this offering and the pro forma net tangible book value per share of common stock after the offering. After giving effect to the sale of 2,500,000 shares of common stock (minimum) and 3,750,000 shares of common stock (maximum) in this offering at an assumed initial public offering price of $8.00 per share, and after deducting underwriting commissions and estimated offering expenses payable by us, but without adjusting for any other change in our pro forma net tangible book value subsequent to March 31, 2016, our pro forma net tangible book value would have been $0.20 per share (minimum) and $0.40 per share (maximum). This represents an immediate increase in pro forma net tangible book value of $0.42 per share (minimum) and $0.62 per share (maximum) to our existing stockholders and immediate dilution of $7.80 per share (minimum) and $7.60 per share (maximum) to new investors purchasing shares at the proposed initial public offering price. The following table illustrates the dilution in pro forma net tangible book value per share to new investors as of March 31, 2016:

Minimum Maximum Assumed initial public offering price $ 8.00 $ 8.00 Pro forma net tangible book value before offering (0.22) (0.22)

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DILUTION

Minimum Maximum Assumed initial public offering price $ 8.00 $ 8.00 Pro forma net tangible book value before offering (0.22) (0.22) Increase in pro forma net tangible book value attributable to new investors 0.42 0.62

Pro forma net tangible book value after offering 0.20 0.40

Dilution in pro forma net tangible book value to new investors $ 7.80 $ 7.60

The following tables set forth, as of March 31, 2016, the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by the existing holders of our common stock and the price to be paid by new investors at an assumed initial public offering price of $8.00 per share.

Assuming the sale of 2,500,000 shares:

Shares Purchased Total Consideration Average Price Number Percent Amount Percent Per Share Existing stockholders 39,150,162 93.1% 83,170,000 78.8% $ 2.12 2016 Private Placement investors 381,247 0.9% 2,439,994 2.3% $ 6.40 New investors 2,500,000 6.0% 20,000,000 18.9% $ 8.00

Total 42,031,409 100.0% 105,609,994 100.0%

Assuming the sale of 3,750,000 shares:

Shares Purchased Total Consideration Average Price Number Percent Amount Percent Per Share Existing stockholders 39,150,162 90.5% 83,170,000 71.9% $ 2.12 2016 Private Placement investors 381,247 0.8% 2,439,994 2.1% $ 6.40 New investors 3,750,000 8.7% 30,000,000 26.0% $ 8.00

Total 43,281,409 100.0% 115,609,994 100.0%

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The 2012 Stock Plan authorizes the issuance of up to 2,943,750 shares of our common stock. As of June 30, 2016, we have granted stock options to purchase an aggregate of 191,894 shares of our common stock and restricted stock units to receive up to an aggregate of 100,000 shares of our common stock. To the extent that future awards are granted under the 2012 Stock Plan, there will be further dilution to new investors. The discussion and tables above assume no grants of options or other equity awards under the 2012 Stock Plan and exclude 175,000 shares (if the minimum number of shares is sold) to 262,500 shares (if the maximum number of shares is sold) of our common stock issuable upon exercise of warrants we expect to grant to the underwriters in this offering and 83,862 shares of our common stock issuable upon the exercise of warrants sold in the 2016 Private Placement.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our consolidated financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes to our consolidated financial statements included elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this prospectus.

Overview We are a fast growing OTT provider of streaming video, audio and other digital media content. We offer live and on-demand video streams, including our live programming, linear channels, on-demand movies and television shows, documentaries, music videos, podcasts and original social television programming, to a global audience of more than 75 million viewers. Our current operations are conducted through our four primary operating subsidiaries.

• Hologram – Hologram USA FOTV Productions Inc. holds the exclusive global broadcast and streaming distribution rights for all media for original holographic shows in which the holograms of famous deceased singers such as Whitney Houston, Bob Marley, Liberace, Tammy Wynette, Nat King Cole and Roy Orbison and comedians such as Red Foxx and Andy Kaufman perform for new live audiences, known as “resurrection shows.” These shows are developed by HUSA Development Inc. (a company affiliated with Alkiviades (Alki) David, our Chairman and Chief Executive Officer), the exclusive licensor in the United States and Canada of the projection system technology for presenting the live holographic shows. We acquired Hologram in April 2016 and, accordingly, its operations are not yet included in our historical financial statements.

television programming. FilmOn.com, which was launched in 2007, has been our core operating business since our inception and is available worldwide and FilmOnTV is available in the United States and Europe.

• OVGuide – OVGuide Inc., which we acquired in March 2016, is an online portal that allows users to search and discover videos online through its website OVGuide.com. The site offers OTT viewing of all types of videos including free full-length movies, television shows, trending viral videos and short video clips. If free streaming content is not available on OVGuide.com for a movie or television title, OVGuide.com also directs users to the right platform, subscription service or VOD site to access the desired content. OVGuide began operations in 2006 and is accessible worldwide in mobile web format and as an app for Android, iOS and Roku.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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content offerings, we offer our proprietary FilmOn.com Affiliate System platform to verified partners for interest-specific programming, which can be managed through a user-friendly, web-based control panel. We also carry a number of interactive online communities such as BattleCam, a popular social television channel that incorporates user chats and user-generated live video and audio streams into our BattleCam broadcast channel. Since August 2012, under a partnership agreement with a subsidiary of Lenovo Group Ltd., the world’s largest personal computer vendor by unit sales according to Gartner, Inc., an independent information technology research and advisory company, our FilmOn app has been preloaded as the default OTT app on more than 19 million personal and tablet computers manufactured by Lenovo, according to Lenovo’s data, as well as offered for download in its app store, providing direct access to our platform to millions more Lenovo users.

In 2007, Alkiviades (Alki) David, the Chairman and Chief Executive Officer of our company, formed FilmOn TV UK Ltd. (formerly known as 111PIX Ltd.) in the United Kingdom. Through FilmOn TV UK Ltd., he began amassing digital video content and streaming it over the internet. In September 2010, Mr. David brought the FilmOn concept to the United States, establishing multiple FilmOn entities for the creation, collection and distribution of digital video content. He also established operations in Beverly Hills, California. In September 2011, Mr. David formed FilmOn.TV Networks Inc. in Delaware. He used FilmOn.TV Networks Inc. as the United States holding company for the United States-based FilmOn entities and operations he had established. In August 2012, as part of a reorganization of the FilmOn group of companies, FilmOn.TV Networks Inc. acquired FilmOn TV UK Ltd. in a stock-for-stock exchange in which FilmOn.TV Networks Inc. became the holding company for all the UK-based FilmOn operations. In August 2015, pursuant to a further reorganization, all of the other U.S. FilmOn entities consolidated under FilmOn.TV Networks Inc.

Expanding thereafter in the United States, in December 2015, we acquired 100% of the membership interests of CinemaNow, LLC through our acquisition of its parent holding company Reliance Majestic Holdings, LLC and, in March 2016, we acquired 100% ownership of OVGuide.com, Inc. through the merger of our newly-formed, wholly-owned subsidiary with and into OVGuide. Following the acquisitions, we changed our corporate name to FOTV Media Networks Inc. from FilmOn.TV Networks Inc. to reflect our broader media focus and transferred all of our contracts, assets and properties relating to our historical FilmOn.TV Networks operations to a separate newly-formed subsidiary that we named FilmOn.TV Networks Inc. In April 2016, we formed a wholly owned subsidiary, Hologram, as a vehicle to acquire the holographic projection system installation business of HUSA, a company affiliated with Mr. David.

Revenue Model Currently, the majority of our content is free, and our business model can presently be characterized as “freemium,” meaning that our content is largely advertising supported and is available to be watched at no cost. We also offer premium subscription-based video content. For a fee ranging from $9.99 to $19.99 per month (depending on the amount of digital video recording storage space selected), premium subscribers have access to our premium channels, pay-per-view specials, special live events (e.g., boxing and music concerts), an HD quality signal for all channels (where available), no advertising and the ability to record a set number of hours of programs. Free viewers are entitled to only an SD quality signal. In addition, we offer transactional VOD (pay-per-view, as well as digital video purchases) viewing that allows users to purchase or rent only the digital video content that they wish to own or view for a limited time. Of our current revenues, 92%, 6% and 2% are generated by advertising, premium subscription fees, and transactional VOD viewing fees, respectively, with the remainder of our revenue related to sponsored videos, sales and syndication of proprietary FilmOn video content, affiliate partner deals and sales of software and network engineering solutions.

We have to date financed our operations through equity investments and loans made through Anakando Ltd., which is owned by Alkiviades (Alki) David, our Chairman and Chief Executive Officer, and affiliated

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companies and with the net proceeds of our recent private placement. As of the initial closing of this offering, all related party notes payable and stockholder advances reflected in our consolidated financial statements will be converted to equity as additional paid-in capital and we will have no outstanding indebtedness. See “Certain Relationships and Related Party Transactions.”

Matters that May or Are Currently Affecting Our Business The primary challenges and trends that could affect or are affecting our financial results include:

• Our ability to improve our sell-through percentage rate of ad impressions over our vast content inventory with advertisers because we

are largely advertising supported, and/or migrate consumers to our paid premium subscription service;

• Our ability to obtain additional financing for the continued acquisition, management and distribution of digital video content, if and

when needed;

• Our ability to attract competent, skilled technical and sales personnel for our operations at acceptable prices to manage our overhead;

and

• Our ability to control our operating expenses as we expand our organization and digital media offerings.

Liquidity and Business Risks As of December 31, 2015, our current liabilities exceeded our current assets by approximately $4.7 million. In addition, during the year ended December 31, 2015, we had a consolidated net loss of approximately $8.7 million and net cash used from operating activities of approximately $7.9 million. These losses were primarily due to our continued strategic emphasis on growing our business including a focus on sales, marketing, brand awareness and expanding our employee base. As of December 31, 2015, the current implementation of our strategic plan had been entirely funded by Alkiviades (Alki) David, our Chairman, Chief Executive Officer and majority stockholder, through advances and capital contributions. At regular intervals, we have secured fresh working capital from our majority stockholder, but to meet our future strategic objectives, we continue to significantly invest in platform technology and development, which requires us to continue to explore alternative sources of capital to meet our ongoing cash needs. We made strategic acquisitions of businesses in December 2015 and February 2016 in order to increase our ability to generate future cash flows and enhance product offerings. Additionally, in May and June 2016, we completed a private placement to investors of shares of our series A convertible preferred stock for an aggregate purchase price of $2,439,994. Our future viability is dependent on our ability to generate cash from operating activities or to raise additional capital to finance our operations from external sources or from our majority stockholder. Our failure to raise capital as and when needed could have a negative impact on our financial condition and ability to pursue our business strategies. We are taking steps to grow revenues through enhanced sales effectiveness, additional sales coverage and new product offerings. Our actual results indicate the existence of a material uncertainty that may cast significant doubt about our ability to continue as a going concern. Our independent registered public accounting firm, in their report dated July 1, 2016, expressed substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies and Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined.

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We believe that, of the significant accounting policies discussed in Note 2 of Notes to consolidated Financial Statements, the following accounting policies require our most difficult, subjective or complex judgments in the preparation of our consolidated financial statements.

Use of Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates.

On an ongoing basis, we evaluate our estimates, including the following:

• the useful lives of property and equipment and intangible assets;

• fair value of our common stock used to determine compensation expense for the issuance of for services service-based restricted stock

awards; assumptions used in determining the need for, and amount of, a valuation allowance on net deferred tax assets; and

• film cost amortization.

We base our estimates on historical experience, available market information, appropriate valuation methodologies, and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Going Concern We have experienced net losses and significant cash used in operating activities since our inception and as of December 31, 2015, had an accumulated deficit of $57.4 million, a net loss of $8.7 million and net cash used in operating activities of $7.9 million and as of March 31, 2016 had an accumulated deficit of $63.4 million, a net loss of $6.0 million and net cash used in operating activities of $3.4 million. Our management expects us to continue to incur net losses and have significant cash outflows for at least the next twelve months. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements included elsewhere in this prospectus have been prepared assuming that we will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support our cost structure.

As at December 31, 2015, we had cash and cash equivalents of $0.6 million, compared to $0.4 million at the beginning of the year. As at March 31, 2016, we had cash and cash equivalents of $1.5 million. In the Quarter March 2016, we issued $5.1 million of Common Stock for cash to Anakando Ltd.

Goodwill Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. Management has established the last day of its year end as the date of our annual goodwill and indefinite-lived intangible asset impairment assessment. Impairment testing is performed for each of our reporting units. We compare the carrying value of a reporting unit, including goodwill, to the fair value of the unit. Carrying value is based on the assets and liabilities associated with the operations of that reporting unit, which often requires allocation of shared or corporate items among reporting units. If the carrying amount of a reporting unit exceeds its fair value, we revalue all assets and liabilities of the reporting unit, excluding goodwill, to determine if the fair value of the net assets is greater than the net assets including goodwill. If the fair value of the net assets is less than the carrying amount of net assets including goodwill, impairment has occurred. Our estimates of fair value are determined based on a discounted cash flow model. Growth rates for sales and profits are determined using inputs from our long-range planning process. We also make estimates of discount rates, perpetuity growth assumptions, market comparables, and other factors.

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Intangible Assets and Film Library Costs Film library costs include capitalizable production costs, production overhead and cost of acquired film libraries and are stated at the lower of cost less accumulated amortization. Marketing, distribution and general and administrative costs are expensed as incurred. For acquired film libraries, remaining revenues include amounts to be earned for up to ten years from the date of acquisition. Costs of film library are subject to regular recoverability assessments, which compare the estimated fair values with the unamortized costs. The Company bases these fair value measurements on the Company’s assumptions about how market participants would price the asset at the balance sheet date, which may be different than the amounts ultimately realized in future periods. The amount by which the unamortized costs of film library exceed their estimated fair values is written off. Film library costs for projects that have been abandoned or have not been set for production within three years are generally written off. Management has determined that film library cost will be expensed using the straight-line basis over an estimated period of 15 years.

Impairment of Long-Lived Assets We evaluate impairment losses on long-lived assets used in operations when events and changes in circumstances indicate that the assets might be impaired. If our review indicates that the carrying value of an asset will not be recoverable, based on a comparison of the carrying value of the asset to the undiscounted future cash flows, the impairment will be measured by comparing the carrying value of the asset to its fair value. Fair value will be determined based on quoted market values, discounted cash flows or appraisals. Impairments of property and equipment are recorded in the statement of operations as part of depreciation expense. As of December 31, 2015 and 2014, there were no impairment losses of long-lived assets.

Revenue Recognition We have three revenue streams: advertising-supported video streaming, subscriber and user-based video streaming and video on demand purchase and rental transactions. Revenues are derived from video advertising impressions served, monthly premium subscription packages and fees paid upon the purchase or rental of titles on demand.

We recognize revenue when it is realized or realizable and earned. We consider revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Advertising supported video streaming revenues, net of agency commissions, are recognized in the period during which underlying advertisements are broadcast or published.

Subscription revenues are recognized ratably over the membership period. Revenues are presented net of the taxes that are collected from members and remitted to governmental authorities. Deferred revenue consists of membership fees billed to members that have not been recognized.

Transactional VOD revenues are recognized at the time pay-per-view or video on demand transactions are made by viewers for each individual title purchased or rented.

Business combinations We account for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The purchase price of the acquisition is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. To the extent the fair value of net assets acquired, including other identifiable assets, exceeds the purchase price, a bargain

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purchase gain is recognized immediately. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

Accounting for business combinations requires significant estimates and assumptions at the acquisition date, including estimated fair value of acquired intangible assets, estimated income tax assets and liabilities assumed, and determination of the fair value of contractual obligations, where applicable. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users and customers, acquired technology, and trade names from a market participant perspective, useful lives, and discount rates. Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, these estimates are based on historical experience and information obtained from the management of the acquired companies and inherently uncertain.

Income Taxes We are subject to income taxes in both the U.S. and foreign jurisdictions, specifically the U.K. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by differences between our anticipated and the actual mix of earnings generated across different tax jurisdictions which have higher or lower statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between consolidated financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.

We recognize in the consolidated financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company did not incur or need to record any liability, interest and penalties during the years ended December 31, 2015 and 2014. We are subject to audit in various jurisdictions, and such jurisdictions may assess additional income taxes against us. Although we believe our tax estimates are reasonable, the final determination of any tax audits and any related litigation could be materially different from historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on our operating results or cash flows in the period or periods for which that determination is made.

Three Months Ended March 31, 2016 Compared to Three Months Ended March 31, 2015 The following table sets forth the results of our operations for the three months ended March 31, 2016 compared to our results of operations for the three months ended March 31, 2015.

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Results of Operations The following discussion should be read in conjunction with the information set forth in the consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

Three Months Ended March 31, 2016 2015 (unaudited) (unaudited) Statement of Operations Data: Net revenues $ 3,489,000 $ 2,236,000 Cost of revenues 3,864,000 2,628,000

Gross margin -10.7% -17.5%

Operating expenses: Technology and development 535,000 396,000 Depreciation and amortization expense 1,167,000 353,000 General and administrative expenses 4,009,000 2,462,000 Total operating expenses 5,711,000 3,211,000

Loss from operations (6,086,000) (3,603,000) Total other expense — —

Loss before provision for income taxes (6,086,000) (3,603,000) Provision for income taxes 56,000 —

Net loss (6,030,000) (3,603,000)

Revenue Total revenue for the three-month period ended March 31, 2016 was $3,489,000 compared to $2,236,000 for the same period in 2015, an increase of 56%.

Three Months Ended March 31, 2016 2015 (unaudited) (unaudited) Total Revenue: Advertising revenue 2,059,000 2,055,000 Transactional revenue 1,225,000 — Subscription revenue 189,000 181,000 Licensing revenue 16,000 —

Total Revenue 3,489,000 2,236,000

The largest portion of our revenue is derived from pre-roll video and display advertising, which accounted for 59% and 92% of total revenue during the three-month periods ended March 31, 2016 and March 31, 2015, respectively. While our ad inventory available to be sold to advertisers increased significantly, the percentage sell-through rate declined, in large measure due to the migration of our advertising sales operations from our United Kingdom office to our United States office. The sell-through rate decreased from 11.7% in 2015 to 3.1% in 2016, coupled with a larger absolute number of ad impressions sold, resulting in relatively constant revenue realized for the three-month period ended March 31, 2016 when compared to the same period in 2015.

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We recognized revenue from our CinemaNow unit from the streaming and rental of video assets, which accounted for $1,225,000 in the period ended March 31, 2016, or 35% of the total revenue recorded.

Our paid subscriber base remained relatively flat, and declined by 4% from the three-month period ended March 31, 2015 to the three-month period ended March 31, 2016, but over the same period the number of DVR hours contracted by subscribers grew 32% from 2,330 hours per month to 3,073 hours per month, indicating an increase in subscriber loyalty and viewership of our content.

Licensing revenue accounted for less than 1% of total revenue during the three-month period ended March 31, 2016.

Three Months Ended March 31, 2016 2015 (unaudited) (unaudited) Key Advertising Metrics: Total available pre-roll video ad impressions (in thousands) 7,187,801 1,250,663 Sell through % 3.1% 11.7% Total pre-roll video ad impressions sold (in thousands) 225,189 146,096 Average monthly subscribers 2,464 2,564 Average monthly number of DVR hours ordered 3,073 2,330

Cost of Revenues Cost of revenues consists primarily of CinemaNow’s movie rental royalties owed to the licensor major studios and costs associated with the operation of infrastructure to support the delivery of CinemaNow titles and the use of the FilmOn service, namely datacenter and bandwidth costs and traffic acquisition costs. Total cost of revenues increased to $3,864,000 during the three-month period ended March 31, 2016, up 47% from $2,628,000 for the three-month period ended March 31, 2015. Our server co-location and streaming bandwidth costs increased due to increased traffic, but the overall increase was offset by savings resulting from reduced traffic acquisition and marketing programs that drive traffic and new users to our site.

Operating Expenses Depreciation and Amortization Expenses Depreciation expenses for the three-month period ended March 31, 2016 were $1,167,000, an increase of $814,000, or 230%, from those expenses of $353,000 for the three-month period ended March 31, 2015. The increase was attributable to $710,000 of amortization recorded as a result of the CinemaNow acquisition with another increase of $104,000 driven by expansion of encoding and streaming server hardware in new co- location facilities in Europe to meet increased user demands for content streaming.

General and Administrative Expenses General and administrative expenses consist primarily of compensation-related expenses (including stock-based compensation expense) related to corporate departments and fees for professional services and includes costs related to our non-data center facilities, sales operations and website maintenance. General and administrative expenses for the three months ended March 31, 2016 increased $1.55 million, or 63%, compared to the same period of 2015, primarily attributable to the acquisition of CinemaNow, the expansion of advertising and Hologram sales efforts in the United States, the digitization of film library assets acquired during the latter part of 2014, and increased content production. We expanded our headquarters office space in Beverly Hills, with the addition of a Hologram demo facility and we maintain an office in Irvine, California to continue the digitization of film library assets.

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Professional Expenses Professional expenses incurred in the ordinary course of business include legal, accounting, web development and insurance services. Legal expenses for the three-month period ended March 31, 2016 were $677,000, a decrease of $334,000 from legal expenses of $1,011,000 for the three- month period ended March 31, 2015. Our legal expenses were contained during the three-month period ended March 31, 2016. The increase in the comparable 2015 period was a result of complaints filed by the major television networks following the June 2014 United States Supreme Court decision in American Broadcasting Cos., Inc., et al. v. Aereo, Inc.

Technology and Development Technology and website maintenance expenses were $535,000 for the three-month period ended March 31, 2016, an increase of $139,000, or 35%, from expenses of $396,000 during the three-month period ended March 31, 2015. Our technology and website maintenance expenses consist primarily of labor and related costs to maintain our FilmOn.com website and streaming infrastructure.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014 The following table sets forth the results of our operations for the year ended December 31, 2015 compared to our results of operations for the year ended December 31, 2014.

Year Ended December 31, 2015 2014 (in thousands) Statement of Operations Data: Revenues $ 13,132 $13,539 Cost of revenues (11,670) (8,678)

Gross margin 11.1% 35.9%

Operating expenses: Platform technology and development expenses (1,514) (1,406) Depreciation expenses (1,509) (1,240) General and administrative expenses (11,166) (7,294)

Total operating expenses (14,189) (9,940)

Loss from operations (12,727) (5,079) Interest expense-related parties (28) (187) Excess value over purchase price 4,086 —

Loss before income taxes (8,669) (5,266) Provision for income taxes — —

Net loss $ (8,669) $ (4,913)

Revenues Total revenues for the year ended December 31, 2015 were $13,132,000 compared to $13,539,000 for the same period in 2014, a decrease of 3.0%.

Year Ended December 31, 2015 2014 (in thousands) Total Revenues: Advertising revenue $12,120 $12,915 Subscription revenue 738 508 Licensing revenue 274 116

Total revenues $13,132 $13,539

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The majority of our revenues are derived from pre-roll video and display advertising, which accounted for 92.3% and 95.4% of total revenue during the years ended December 31, 2015 and December 31, 2014, respectively. The primary decrease in advertising-related revenue was driven by the ramp-up of advertising network relationships for the sale of video pre-roll ad inserts and our shift away from selling print display ads that have a significantly lower revenue yield than video ads. Available pre-roll video ad impressions were 19.4 billion impressions in 2015 and 6.4 billion impressions in 2014. The sell-through rate of video pre-roll ads, which is the rate at which we are able to sell our total available video ad opportunities, decreased from 19.8% during 2014 to 7.43% during 2015 due to an increase in available video ad inventory from our marketing efforts that was not matched by sales.

Our paid subscriber base increased by 121% to 2,452 paid subscribers as of December 31, 2015 compared to 1,108 paid subscribers as of December 31, 2014, and over the same period the number of digital video recording (“DVR”) hours contracted by subscribers grew almost five-fold from 526 hours per month to 2,601 hours per month, evidence of the success in retaining subscriber loyalty and viewership of our content with our new DVR capability offered only to paid subscribers.

Year Ended December 31, 2015 2014 Key Advertising Metrics: Total available pre-roll video ad impressions (in millions) 19,423 6,389 Sell through % 7.43% 19.8% Total pre-roll video ad impressions sold (in thousands) 1,141 1,264 Monthly subscribers 2,452 1,108 Average monthly number of DVR hours ordered 2,601 526

Cost of Revenues Cost of revenues consists primarily of costs associated with maintaining our information technology infrastructure and traffic acquisition costs. Total cost of revenues increased to $11,670,000 for the year ended December 31, 2015, up 34.5% from $8,678,000 for the year ended December 31 2014. Our server co-location and streaming bandwidth costs increased primarily due to increased traffic to our FilmOn service.

Operating Expenses Depreciation Expenses Depreciation expenses for the year ended December 31 2015 were $1,509,000, an increase of 21.7% from expenses of $1,240,000 for the year ended December 31 2014, due primarily to expansion of encoding and streaming server hardware in our primary co-location facilities in Los Angeles and Geneva, Switzerland, the establishment of new smaller streaming data centers in Europe and the roll-out of 12 co-location facilities in the United States to support our expansion into the rebroadcasting of major network TV channels in local markets.

Platform Technology and Development Expenses Technology and development expenses were $1,514,000 for the year ended December 31, 2015, an increase of $108,000 or 7.7% from expenses of $1,406,000 for the year ended December 31, 2014. The expense consisted primarily of labor and related costs to monitor and maintain our FilmOn website and streaming infrastructure and the increase reflected the rapid expansion of our FilmOn service offering.

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administrative expenses for the year ended December 31, 2015 increased to $11,167,000 from $7,294,000 for the year ended December 31, 2014, an increase of 53%, primarily attributable to the increase in original content production costs, which was a result of a shift towards licensed content on video ad revenue share terms that are more attractive to content owners given our commercial success in monetizing our content streams.

Interest Expense-Related Parties Interest expenses for the year ended December 31, 2015 decreased to $28,000 from $187,000 for the year ended December 31, 2014, a decrease of 85%. Interest is payable on loans at statutory minimum rates from entities controlled by Alkiviades (Alki) David, our Chairman and Chief Executive Officer.

Excess Value Over Purchase Price We had a gain of $4,086,000 for the excess value over purchase price paid for CinemaNow. The gain represents the bargain purchase gain net of a reserve of $951,000 for the potential uncollectability of a receivable from RMH.

Liquidity and Capital Resources Prior to this offering, Anakando Ltd., directly and through equity investments and loans made by its sole shareholder Alkiviades (Alki) David, our Chairman and Chief Executive Officer, and affiliated companies have financed substantially all of the development and operations of our company. As of November 2015, indebtedness of $21.2 million to Alkiviades (Alki) David had been eliminated and treated as additional paid-in capital for Anakando.

2016 Preferred Stock, Private Placements and Common Stock Subscriptions On May 2, 2016, we received gross proceeds of $2,214,394 from our 2016 Private Placement of our series A preferred stock, convertible into 345,997 shares of our common stock, and warrants to purchase 51,894 shares of common stock, pursuant to the terms of a Securities Purchase Agreement with a small number of accredited investors. We subsequently received on June 24, 2016, an additional $225,600 in gross proceeds from the sale of our series A preferred stock, convertible into 35,250 shares of our common stock, and warrants to purchase 5,287 shares of common stock, in a second closing of the 2016 Private Placement. The proceeds from the sale of the series A preferred stock and warrants are being used by us for working capital and general corporate purposes, including payment of transaction costs and related fees.

Our series A preferred stock is convertible into shares of common stock automatically upon the initial closing of this offering. The conversion price of the series A preferred stock is $6.40 per share, representing a 20% discount to the initial public offering price per share in this offering. The conversion price is subject to adjustment if at any time during the period commencing on the closing date of this offering and ending on the first anniversary of that date, we issue in a financing additional shares of common stock or other equity or equity-linked securities that exceed an aggregate of 10,000 shares at a purchase, conversion or exercise price less than $6.40 per share. In any such case, we have agreed to issue additional shares of common stock to the investors so that the effective purchase price per share in the 2016 Private Placement is the same per share purchase, conversion or exercise price of such additional shares. No adjustment will be made, however, in respect of shares of common stock or stock options issued to employees, directors or consultants at the then fair market value, or in connection with acquisitions of other entities, not to exceed 10% of the shares then outstanding on a fully-diluted basis, or that would require us to take any action that violates the rules of The Nasdaq Stock Market LLC. Each investor was issued, for no additional consideration, a three-year warrant to purchase a number of shares of our common stock as was equal to 15% of the number of shares into which the series A preferred stock purchased is convertible. The warrants are exercisable commencing upon the closing date of this offering. The warrants have an exercise price equal to $8.00 per share, the initial public offering price per share in this offering.

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We agreed to provide the investors with “piggyback” registration rights with respect to the resale of the shares of common stock issuable upon conversion of the series A preferred stock and exercise of the warrants in a future registration statement under the Securities Act, subject to limitations on the investors’ shares that may be imposed by the underwriter of a public offering. In connection with our 2016 Private Placement, the investors entered into lock-up agreements with us that prohibit those investors from, directly or indirectly, offering, selling, pledging or otherwise transferring or disposing of any of the shares of our common stock underlying the series A preferred stock for a period of six months following the closing date of this offering. Bonwick Capital Partners LLC, the underwriter of this offering, served as placement agent in connection with our 2016 Private Placement. The placement agent and its subagents received an aggregate of $117,364 in sales commissions, plus warrants to purchase 26,681 shares of our common stock at an exercise price of $8.00 per share.

In the first quarter of 2016, our primary stockholder, Anakando Ltd., provided us with $5,088,798 in cash funding for operating activities in exchange for subscriptions of an aggregate of 636,098 shares of our common stock, at a price of $ 8.00 per share. Between April 13, 2016 and June 2, 2016, Anakando provided an additional $1,550,000 in cash funding for operating activities in exchange for subscriptions of an aggregate of 193,750 shares of our common stock, at a price of $ 8.00 per share.

Cash and Cash Equivalents As of March 31, 2016, we had $1,488,000 in cash and cash equivalents, compared to $659,000 as of March 31, 2015, and a working capital deficit of $5,134,000 as of March 31, 2016. As of December 31, 2015, we had $659,000 in cash and cash equivalents, compared to $377,000 as of December 31, 2014, and a working capital deficit of $4,689,000 as of December 31, 2015.

Cash Flows A summary of our operating, investing and financing activities are shown in the following table (in thousands):

Three Months Ended March 31, Year Ended December 31, 2016 2015 2015 2014 unaudited unaudited Net cash (used in) provided by operating activities $ (3,441) $ 1,095 $ (7,887) $ (7,058) Net cash used in investing activities (824) (272) (631) (2,915) Net cash provided by financing activities 5,089 1,022 8,764 9,837

Net increase (decrease) in cash and cash equivalents $ 824 $ 1,845 $ 246 $ (136)

Cash Flows from Operating Activities For the three months ended March 31, 2016, operating activities used $3,441,000 in cash primarily due to the company’s acquisition of two new businesses, while operating activities provided $1,095,000 in cash for the three months ended March 31, 2015.

For the year ended December 31, 2015, operating activities used $7,887,000 in cash primarily due to a net loss for the year ended December 31, 2015 of $8,669,000, which was adjusted for non-cash depreciation and amortization expense of $1,751,000 and the favorable impact of trade receivable collections of $5,041,000 for working capital needs.

For the year ended December 31, 2014, operating activities used $7,058,000 in cash primarily due to a net loss for the year ended December 31, 2014 of $5,266,000, which was adjusted for accounts receivable of $6,316,000 and the impact of trade payables and other current liabilities of $3,620,000.

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Cash Flows from Investing Activities In the three months ended March 31, 2016, $824,000 was used in investing activities related to capital expenditures for the company’s two business acquisitions. In the three months March 31, 2015, $272,000 was used in investing activities.

In the year ended December 31, 2015, $631,000, net was used in investing activities including $4,880,000 paid in the acquisition of CinemaNow. In the year ended December 31, 2014, $2,915,000 was used in investing activities including $1,346,000 in additions to streaming server capital assets, and $1,341,000 in acquisitions of film library assets.

Cash Flows from Financing Activities Mr. David provided us cash advances to support our two new business acquisitions in the form of additional paid-in capital in the amount of $5,089,000 during the three months ended March 31, 2016, compared to capital contributions of $1,022,000 received during the three months ended March 31, 2015.

Alkiviades (Alki) David, our Chairman and Chief Executive Officer, provided us cash advances to fund operations and investments in the form of additional paid-in capital in the amount of $15,936,000 during the year ended December 31, 2015, compared to capital contributions of $12,003,000 received during the year ended December 31, 2014.

We believe the net proceeds of this offering will be sufficient to meet our cash, operational and liquidity requirements for at least 12 months. While the initial allocation of the net proceeds of this offering represents our best estimate of their use, the amounts actually expended for these purposes may vary significantly from the specific allocation of the net proceeds set forth above, depending on numerous factors, including changes in general economic and/or regulatory climate, and the progress and development of potential collaborative working arrangements. Whether or not this offering is successful, there can be no assurance these sources of funds will satisfy all of our cash, operational and liquidity requirements for any particular period of time.

Contractual Obligations The following table is a summary of contractual cash obligations at December 31, 2015:

Payments due by period Less More than than 1-3 3-5 Total 1 year years years 5 years (in thousands) Operating lease obligations $741 $ 445 $296 $— $ —

Total $741 $ 445 $296 $— $ —

Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Seasonality Our revenues and results of operations have fluctuated in the past, and will likely continue to fluctuate, on a quarterly basis. Such fluctuations are the result of a seasonal pattern that reflects variations in consumer purchasing habits. When consumers buy internet-connected devices, they tend to increase their viewership of digital media, including general video streaming services. Our subscriber growth is generally greatest during the fourth and first quarters (October through March), and slowest during the second and third quarters (May through August).

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Impact of Inflation We believe that inflation has not had a material impact on our results of operations for three months ended March 31, 2016 or the years ended December 31, 2015 and 2014. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company will adopt this ASU on January 1, 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. Management is currently evaluating this standard, including which transition approach to use, and does not expect this ASU to materially impact our consolidated net income, financial position or cash flows.

On June 19, 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide a Performance Target Could Be Achieved after the Requisite Service Period. The update is intended to resolve the diverse accounting treatment of these types of awards in practice. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. A reporting entity should apply existing guidance in “Compensation – Stock Compensation (Topic 718)” as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved, and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The ASU is effective for interim and annual reporting periods that begin after December 15, 2015. Management has determined that the implementation of this pronouncement does not have a material impact to our consolidated net income, financial position or cashflows.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. The guidance in this update applies to all entities and require their management to assess the entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in United States auditing standards. Specifically, the update (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The update will be effective for the annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early application is permitted. The amendments of ASU 2014-15, when adopted, are not expected to have a material impact on our consolidated financial statements.

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changes were made to introduce the concepts of principal versus agency relationships and to integrate them into the existing rules. The amendments rescind the indefinite deferral of ASU 2009-17 for investment funds and will impact the determination of whether an entity is a variable interest entity; the evaluation of a service provider’s fees when identifying variable interests; and the extent to which related party interests are considered in the consolidation conclusion. For public business entities, the ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is allowed for all entities (including during an interim period), but the guidance must be applied as of the beginning of the annual period containing the adoption date. Management has determined that the implementation of this pronouncement does not have a material impact to our consolidated operations, financial position or cashflows.

In April 2015, FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost . FASB issued ASU 2015-03 to simplify the presentation of debt issuance costs related to a recognized debt liability to present the debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as a deferred charge on the balance sheet. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. Management has determined that the implementation of this pronouncement does not have a material impact to our consolidated operations, financial position or cashflows.

On May 1, 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820) – Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The update is intended to simplify reporting requirements and modify those investments required to be classified within the fair value hierarchy. Certain investments measured at fair value using the Net Asset Value (“NAV”) practical expedient are no longer required to be categorized within a level within the fair value hierarchy table. Entities will be required to include in the disclosure the fair value of the investments using NAV practical expedient so that financial statement users can reconcile amounts reporting in the fair value hierarchy table to amounts reported on the balance sheet. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015 and early adoption is permitted. Management has determined that the implementation of this pronouncement does not have a material impact to our consolidated operations, financial position or cashflows.

On June 12, 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements, which amends a number of topics in the FASB Accounting Standards Codification. The update is a part of an ongoing project on the FASB’s agenda to facilitate Codification updates for non- substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practice or create a significant administrative cost to most entities. The ASU will apply to all reporting entities within the scope of the affected accounting guidance. Certain amendments in the update require transition guidance and are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. Management has determined that the implementation of this pronouncement does not have a material impact to our consolidated operations, financial position or cashflows.

In July 2015, the FASB issued ASU 2015-11, An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this Update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of this Update, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.

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The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We do not expect these amendments to have a material effect on our financial statements.

In September 2015, the FASB issued ASU 2015-16 (ASC Topic 805), Business Combinations Simplifying the Accounting for Measurement- Period Adjustments. The amendments in this update require that an acquirer recognize measurement period adjustments in the period in which the adjustments are determined. The income effects of such measurement period adjustments are to be recorded in the same period’s financial statements but calculated as if the accounting had been completed as of the acquisition date. The impact of measurement period adjustments to earnings that relate to prior period financial statements are to be presented separately on the income statement or disclosed by line item. The amendments in this update are for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for public business entities for reporting periods for which financial statements have not yet been issued. Management has determined that the implementation of this pronouncement does not have a material impact to our consolidated operations, financial position or cashflows.

In November 2015, FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . This ASU requires the presentation of all deferred tax assets and liabilities as non-current in the consolidated balance sheet. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating this standard.

In February 2016, FASB issued ASU 2016-02, Leases (Topic 842) . FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. Management is currently evaluating this standard.

In March 2016, FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The effective date for this ASU is the same as the effective date for ASU 2014-09. Management is currently evaluating this standard.

In March 2016, the FASB issued ASU No. 2016-04, Liabilities-Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products (a consensus of the Emerging Issues Task Force) to specify how prepaid stored-value product liabilities should be derecognized. We are required to adopt this standard in the first quarter of fiscal 2018, but have early adopted this standard during the fourth quarter of fiscal 2016 as permitted. This standard does not have an impact on our consolidated financial statements since we sell prepaid cards for vendors and the liability for the prepaid cards is not reflected on our consolidated balance sheets.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting to provide guidance that changes the accounting for certain aspects of share- based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid-in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. We are required to adopt this standard in the first quarter of fiscal 2018, but have early adopted this standard during the fourth quarter of fiscal 2016 as permitted. There was no impact upon

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adoption of this guidance since the recognition of income tax effects of awards was not materially different than amounts that had previously been recorded in our financial statements and we currently use an estimated average forfeiture rate to compute stock-based compensation expense

JOBS Act On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This means that an “emerging growth company” can make an election to delay the adoption of certain accounting standards until those standards would apply to private companies. We have elected to delay such adoption of new or revised accounting standards and, as a result, we may not comply with new or revised accounting standards at the same time as other public reporting companies that are not “emerging growth companies.” This exemption will apply for a period of five years following our first sale of common equity securities under an effective registration statement or until we no longer qualify as an “emerging growth company” as defined under the JOBS Act, whichever is earlier.

Quantitative and Qualitative Disclosures about Market Risk We conduct our operations in primary functional currencies: the United States dollar, the British pounds sterling and the Euro. We currently do not hedge any of our foreign currency exposures and are therefore subject to the risk of exchange rate fluctuations. However, we attempt to employ a “natural hedge” by matching as much as possible in like currencies our customer revenues with associated customer delivery costs. We invoice our international customers primarily in United States dollars, British pounds and Euros.

We are exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into United States dollars in consolidation and as our foreign currency consumer receipts are converted into United States dollars. Our exposure to foreign exchange rate fluctuations also arises from payables and receivables to and from our foreign subsidiaries, vendors and customers.

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. We attempt to place our cash and cash equivalents with high credit, quality institutions to limit credit exposure.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the wide variety of our customers who are dispersed across many geographic regions. We routinely assess the financial strength of customers and, based upon factors concerning credit risk, we establish an allowance for uncollectible accounts. Our management believes that accounts receivable credit risk exposure beyond such allowance is limited.

We currently have no material exposure to interest rate risk. In the future, we intend to invest our excess cash primarily in money market funds, debt instruments of the United States government and its agencies and in high quality corporate bonds and commercial paper. Due to the short-term nature of these investments, we do not believe that there will be material exposure to interest rate risk arising from our investments.

Recent Business Acquisitions CinemaNow . On December 28, 2015, we acquired 100% of the membership interests of Reliance Majestic Holdings, LLC, a Los Angeles- based provider of OTT video storefronts, through the acquisition of its parent holding company Reliance Majestic Holdings, LLC. Pursuant to the terms of an LLC Membership Interest Purchase Agreement, we made an initial cash payment of $5.0 million to RMH Holdings Parent, LLC, the prior owner of CinemaNow, subject to a purchase price adjustment based on the level of CinemaNow’s indebtedness on the closing date. The initial cash payment was funded by Alkiviades (Alki) David, our Chairman and Chief Executive Officer, on our behalf and the payment by Mr. David has been recorded as a capital contribution to our

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company. We also agreed to make a second payment to RMH, consisting of either: (a) shares of our common stock with an opening market value of $3.0 million issuable upon the completion of an underwritten initial public offering of our stock on or before June 28, 2016, or (b) $2.0 million in cash payable on June 28, 2016 if we do not complete an initial public offering on or before such date. As the settlement date has passed, we and CinemaNow are in discussions to settle the purchase price adjustment amount and the second cash payment owed to RMH on a net basis. The assets and liabilities of CinemaNow are included in our audited consolidated balance sheet as of December 31, 2015.

OVGuide . On March 8, 2016, we acquired 100% ownership of OVGuide.com, Inc., a Los Angeles-based provider of a popular guidance site for online video, through the merger of our newly-formed, wholly-owned subsidiary with and into OVGuide. OVGuide had revenue of $2,099,000 and a net loss of $761,000 for the year ended December 31, 2015. Pursuant to the terms of an Agreement and Plan of Merger and Reorganization, we issued an aggregate of 1,007,816 shares of our common stock to the OVGuide stockholders, including 610,206 shares to Baroda Ventures LLC, an early-stage venture capital firm. We hold 100,781 shares of the common stock merger consideration in a holdback fund to satisfy any indemnification claims related to undisclosed commercial or tax liabilities or litigation, with 50% of such stock being released from the holdback fund, net of claims, on each of September 8, 2016 and March 8, 2017. Based on the terms of the merger agreement, we were in control of OVGuide’s operations on February 29, 2016 and, accordingly, OVGuide’s full March 2016 results are included in our consolidated statements of operations for the three months ended March 31, 2016.

At the closing of the merger, we issued stock options to purchase an aggregate of 191,894 shares of our common stock in substitution for all in-the-money options held by OVGuide employees not exercised prior to the merger, which newly-issued options vest as to 50% of the underlying shares on September 8, 2016 and as to the remaining 50% of such shares in equal monthly installments thereafter through March 8, 2017. All out- of-the-money options were cancelled. As a sign-on bonus to a number of key continuing OVGuide employees, we also issued restricted stock units to receive up to an aggregate of 100,000 shares of our common stock, which vest on March 8, 2017, provided the recipient remains employed by us at that time.

Additionally, we agreed to issue a number of “true-up” shares of common stock, stock options and restricted stock units, on a pro rata basis and for no additional consideration, in the event the initial public offering price per share of this offering was below a stated level. As a result of the terms of this offering, no additional securities are required to be issued pursuant to the terms of the OVGuide merger agreement. A substantial percentage of the common stock issued to OVGuide stockholders, including Baroda Ventures, is subject to lock-up agreements under which they have agreed not to sell or otherwise dispose of any of their shares for a period of 180 days after the completion of this offering.

Hologram. In April 2016, we formed a wholly owned subsidiary, Hologram USA FOTV Productions Inc., as a vehicle to enter into a transaction with HUSA, a company affiliated with Mr. David, our Chairman and Chief Executive Officer. Hologram acquired the net assets and liabilities of HUSA’s holographic projection system installation business, which constitutes a business, as defined by GAAP. The acquired business relates to the use of technology for projecting hologram images. The business installs the projection equipment, on a permanent basis, in facilities that desire the ability to project hologram content. The purchase price was equal to the net book value of the acquired business, as defined by GAAP. The net book value has been estimated to be approximately $1,150,000, subject to final audited financial statements for the business. The purchase price is due and payable within 36 months following May 11, 2016.

BUSINESS

Company Overview We are a fast growing OTT provider of streaming video, audio and other digital media content. We offer live and on-demand video streams, including our live programming, linear channels, on-demand movies and television shows, documentaries, music videos, podcasts and original social television programming, to a global audience of more than 75 million viewers. Our current operations are conducted through our four primary operating subsidiaries.

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BUSINESS

• OVGuide – OVGuide Inc., which we acquired in March 2016, is an online portal that allows users to search and discover videos online through its website OVGuide.com. The site offers OTT viewing of all types of videos including free full-length movies, television shows, trending viral videos and short video clips. If free streaming content is not available on OVGuide.com for a movie or television title, OVGuide.com also directs users to the right platform, subscription service or VOD site to access the desired content including. OVGuide began operations in 2006 and is accessible worldwide in mobile web format and as an app for Android, iOS and Roku.

Our OTT platforms, which contain multiple interactive features and are highly customizable, are available through any internet-connected device including computers, smart phones (iPhone or Android), tablets and iPads, and internet-enabled set-top boxes and devices. Through these various portals, we monetize our platform through advertising, premium subscriptions, transactional video on demand, and other video and audio offerings such as pay-per-view events and licensing of our digital media. In addition to our vast digital media content offerings, we offer our proprietary FilmOn.com Affiliate System platform to verified partners for interest-specific programming, which can be managed through a user- friendly, web-based control panel. We also carry a number of interactive online communities such as BattleCam, a popular social television channel that incorporates user chats and user-generated live video and audio streams into our BattleCam broadcast channel. Since August 2012, under a partnership agreement with a subsidiary of Lenovo Group Ltd., the world’s largest personal computer vendor by unit sales according to Gartner, Inc., an independent information technology research and advisory company, our FilmOn app has been preloaded as the default OTT app on more than 19 million personal and tablet computers manufactured by Lenovo, according to Lenovo’s data, as well as offered for download in its app store, providing direct access to our platform to millions more Lenovo users. With the net proceeds of this public

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offering, we plan to further expand our content offerings to become one of the major OTT platforms in the world. We were founded by media entrepreneur Alkiviades (Alki) David in 2007 and launched our streaming video site in the United Kingdom in 2009 and in the United States in 2010. We manage our worldwide business from our two central offices located in Beverly Hills, California and London, England.

We currently have the capacity to deliver over 2.5 billion pre-roll and mid-roll video ads and display banners per month to our existing global audience of more than 75 million monthly unique visitors, approximately 50% of whom are located in the United States, that watch our live television offerings of over 800 specialized linear channels available through our online platform, 90,000 on-demand movies, documentaries, music videos, podcasts and original social television programming. We work with many of the world’s largest advertising networks and agencies and major brand sponsors to monetize our platform’s advertising-funded business model. Based on the analysis of third-party measurement tools, including Google’s Interactive Media Ads server technology, we currently monetize approximately 10% of our advertising capacity and have the potential to significantly increase our advertising revenue by expanding our internal advertising and sponsorship teams to deliver more advertisements to our growing global audience.

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Organizational Background In 2007, Alkiviades (Alki) David, the Chairman and Chief Executive Officer of our company, formed FilmOn TV UK Ltd. (formerly known as FilmOn.com Plc and a predecessor of our company) in the United Kingdom. Through FilmOn TV UK Ltd., he began amassing digital video content and streaming it over the internet. In September 2010, Mr. David brought the FilmOn concept to the United States, establishing multiple FilmOn entities for the creation, collection and distribution of digital video content. He also established operations in Beverly Hills, California. In September 2011, Mr. David formed FilmOn.TV Networks Inc. in Delaware. He used FilmOn.TV Networks as the United States holding company for the United States-based FilmOn entities and operations he had established. In August 2012, as part of a reorganization of the FilmOn group of companies, FilmOn.TV Networks, Inc. acquired FilmOn TV UK Ltd. in a stock-for-stock exchange in which FilmOn.TV Networks Inc. became the holding company for all the United Kingdom-based FilmOn operations. In August 2015, pursuant to a further reorganization, all of the other United States FilmOn entities consolidated under FilmOn.TV Networks Inc.

Expanding thereafter in the United States, in December 2015, we acquired 100% of the membership interests of CinemaNow, LLC through our acquisition of its parent holding company Reliance Majestic Holdings, LLC and, in March 2016, we acquired 100% ownership of OVGuide.com, Inc. through the merger of our newly-formed, wholly-owned subsidiary with and into OVGuide. Following the acquisitions, we changed our corporate name to FOTV Media Networks Inc. from FilmOn.TV Networks Inc. to reflect our broader media focus and transferred all of our contracts, assets and properties relating to our historical FilmOn.TV Networks operations to a separate newly-formed subsidiary that we named FilmOn.TV Networks Inc. In April 2016, we formed a wholly owned subsidiary, Hologram USA FOTV Productions Inc., as a vehicle to acquire the holographic projection system installation business of HUSA, a company affiliated with Mr. David.

Our Industry As increasingly reported by the media, traditional distribution and viewing of video content on terrestrial bands, satellite and cable is rapidly shifting to distribution and viewing of streaming digital media via the internet, commonly referred to as “cord- cutting.” At the same time, streaming of digital media via the internet is shifting from computers to video-capable mobile devices. According to Adobe Digital Index’s U.S. Digital Video 2014 Inaugural Report, in a sample of 191 billion total online video starts (the number of times that actual non-ad video content starts playing) in the United States, 26% of the video starts were on a mobile device in 2014, compared to 16% in 2013, representing a year-on-year share increase of 63%. Increasingly, people are augmenting their use of, or replacing broadcast television and turning to, streaming video services to watch their favorite content. We believe we are well positioned to take advantage of this trend.

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Content Council, 39% of marketing, advertising and communications budgets were spent on content marketing in 2013. The existing traffic to all of our sites can serve as an attraction to brands and agencies that want to strategically place their products in front of viewers, increasing revenue potential for us and the advertising agencies. Content discovery for linear television is a challenge for consumers as only 29% of consumers who use their television guide report being satisfied with their television guide. Our OVGuide business helps drive consumers searching for video content to our platforms, and our model of incorporating social media relevant content into our platform separates us as a leader in this space because, according to Gartner Inc.’s U.S. Digital Marketing Spending Survey, 2013, social marketing and content creation are the top two drivers of digital marketing success. With 40% of consumers desiring to influence advertisements to show products that they are specifically interested in, we believe our advertising revenue stream is well-placed to penetrate this market.

According to an Ericsson Mobility Report for November 2014, by 2020, 90% of the world’s population over 6 years old will have a smartphone. As global mobile subscriptions exceeded 7 billion in 2014, the traffic for mobile data usage and applications empowers companies such as ours to supply the demand that will be created from this surplus of consumers. The expansion of mobile traffic will be driven by the demand for video content, accounting for 55% of all of mobile traffic by 2020, according to Ericsson’s November 2014 Mobility Report. With OTT providers representing the majority of this content, FilmOn’s “freemium” platform, which offers subscription VOD, television shows, movies and user generated content, CinemaNow’s transactional VOD platform and OVGuide’s advertising supported video and facilitation of access to third- party streaming platforms, caters specifically to the demographic of consumers ages 16 to 34 who are consuming content at the highest frequency and volume, according to the September 2015 TV and Media Ericsson Consumer Insight Report. Mobile traffic generated from mobile phones is close to twice the traffic generated from mobile PCs, tablets and routers, according to the Ericsson Mobility Report.

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and the 2nd and District of Columbia Circuits regarding whether a company that streams broadcast television over the internet can qualify as a cable system under Section 111 of the Copyright Act and thereby rebroadcast television networks’ broadcast content at set, predetermined rates. If this were to occur, we would be entitled to a compulsory license in the Ninth Circuit, but not in the 2nd Circuit or the District of Columbia, and we would be subject to suit on this issue in the remainder of the United States. Under these circumstances, we may seek a final determination of whether we may qualify as a cable system under the Copyright Act by the Supreme Court of the United States. If the California District Court decision is overturned on appeal, we would not be entitled to a compulsory performance license to rebroadcast television networks’ broadcast content at set, predetermined rates pursuant to the Copyright Act.

Separately, the FCC, which regulates interstate communications by radio, television, wire, satellite and cable in the United States, has proposed rules – due in part to our advocating for them – to create regulatory parity between OTT operators and cable operators. The proposed rules, if adopted, would treat OTT operators as MVPDs, giving OTT operators the legal right to retransmit local television broadcast stations to authenticated users in local markets in accordance with FCC rules. In turn, television network broadcasters would be required to negotiate in good faith with OTT operators to act as licensees for the retransmission of television network programs for negotiated licensing fees. The proposal that OTT operators be treated as MVPDs, if adopted, would allow us to provide our viewers with more viewing options in addition to our already comprehensive video entertainment platform. We submitted our reply comments to the FCC in support of the proposed rulemaking on March 18, 2015. At this time, we are not aware of when these proposed rules will become effective or whether the content of such rules will change during the adoption process.

Our Digital Media Offerings We are uniquely positioned to license, create, aggregate and distribute our blend of high-quality, original and exclusive content in a cost- effective manner to a global audience that increasingly demands interactive content that is available across social networks and delivered through various electronic devices. We offer our digital media to audiences through our four primary platforms:

• CinemaNow, a transactional video on demand site on which users pay for each title they choose to view at the time they choose to watch it, without a requirement for a regular subscription. Transactional VOD viewing generates revenues from purchases or time-limited rentals of content by viewers. CinemaNow, like FilmOn.com, also licenses its platform and technology, as well as the licenses it holds with film and television studios, to companies that are interested in entering the digital movie space, such as retailers and computer hardware manufacturers.

• Hologram USA FOTV Productions Inc. holds the exclusive global broadcast and streaming distribution rights for all media for original holographic shows in which the holograms of famous deceased singers such as Whitney Houston, Bob Marley, Liberace, Tammy Wynette, Nat King Cole and Roy Orbison and comedians such as Red Foxx and Andy Kaufman perform for new live audiences, known as “resurrection shows.” These shows are developed by HUSA Development Inc. (a company affiliated with Alkiviades (Alki) David, our Chairman and Chief Executive Officer), the exclusive licensor in the

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United States and Canada of the projection system technology for presenting the live holographic shows.

a wide range of content for a monthly flat rate. Users have full control over their subscriptions and are able to access content at any time as there is no programming schedule.

through players embedded on OVGuide. OVGuide also has over 10,000 advertising supported full length movies and TV shows that users can access across multiple platforms.

Below is a breakdown of our digital media offerings.

Licensed and Redistributed Digital Content. We aggregate our digital content offerings primarily from third-party content providers from the film and television industry. We acquired and own over 58 film and television libraries including the catalogs of Allied, Cannon, Cinebx and Hemdale. We have entered into more than 400 content licensing arrangements with these third parties through which we license their content for a fixed fee, on a revenue-sharing basis or for free or in exchange for bartered distribution. We also license content from our library to third parties such as Amazon and Hulu. Our platforms are highly configurable in that we can enable and restrict access to each individual media segment as mandated by the geographic, sales, rental, subscription or advertising restrictions that are contained in our content licenses. The digital media we offer through FilmOn.com includes over 800 linear live television channels, which deliver video content in a pre-determined, scheduled mode, in true “TV everywhere” fashion on a global basis, featuring premium content from the United States, Europe, Middle East and Asia, 50 digital audio channels, traditional network and cable channels, exclusive channels such as our own tennis and football channels, and a VOD portal that includes more than 90,000 movies, documentaries, special interest shows and original interactive social television programming. Our recent content highlights include the launch of our exclusive global live streaming of all 115 live matches of the 2015 Arena Football League including the Arena Bowl, live matches of Premier League football from the United Kingdom, classic Wimbledon tennis matches, the addition of major European and international television stations and the addition of bespoke international television channels in partnership with broadcasters Zee TV in India and France 24.

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12.9 million homes in the United Kingdom (11 million homes through a channel lease arrangement with SkyTV and 1.9 million homes through FreeSat) and 2.2 million homes in continental Western Europe via dedicated 24-hour per day cable and satellite television channels that highlight additional content that is available through FilmOn.com’s internet and app platforms. We are currently in discussions to secure national cable carriage and OTT arrangements throughout the United States, and we intend to launch FilmOnTV on additional cable platforms in 2016, with the goal of reaching an additional 1.7 million homes within the next 16 months.

Original Content. Our offerings of original branded content and licensed holographic content distinguish us from other OTT platforms. We create and carry original films and content programming including digital feature films, television shows and social network-oriented content from over 30 internet celebrities, such as YouTube’s PewDiePie and Shane Dawson. The key feature of these productions is the integration of brand sponsorship generating an essential revenue stream to all of our properties. Through an exclusive distribution partnership with ETV Networks, we have also incubated, promoted and successfully monetized underground global rap star Chief Keef to create exclusively owned mass appeal music and visual entertainment. Original feature films released on FilmOn.com include Guido , Bob Thunder Internet Assassin , Lord of the Freaks , The Freediver , Fishtales , Opa! , Killing the Cheeky Girls and Killing Brigitte Nielsen . These original films are designed to appeal to our target audience of younger viewers and to consistently feature well-known actors, musicians and celebrities.

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Direct Response Marketing. Ancillary to our advertising services, we offer brand direct-to-consumer response services via our internal and external media distribution network (digital, broadcast, cable, syndication and satellite). These services are designed to evoke an immediate response from branded video advertisements, produced by and exclusive to FilmOn TV, which invite prospects to take a specific action, such as opting into an email list, calling for more information, placing an order or being directed to a custom-designed website. We believe our brand direct-to-consumer response services offer advertisers an additional value proposition by giving them instantly measurable returns on investment via access to our internal platform, affiliates and distribution network and enabling advertisers to authentically convert their desired customers in real- time into purchaser revenue. This benefits us as advertisers will be exclusive to our company to participate, will pay a premium for these services and we believe many will come to rely on our proven performance matrix delivered by demand to generate long-standing relationships.

Our Revenue Model and Pricing Currently, the majority of our content is free, and our business model can presently be characterized as “freemium,” meaning that our content is largely advertising supported and is available to be watched at no cost. We also offer premium subscription-based video content. For a fee ranging from $9.99 to $19.99 per month (depending on the amount of digital video recording storage space selected), premium subscribers have access to our premium channels, pay-per-view specials, special live events (e.g., boxing and music concerts), a high definition (“HD”) quality signal for all channels (where available), no advertising and the ability to record a set number of hours of programs. Free viewers are entitled to only a standard definition (“SD”) quality signal. In addition, we offer transactional VOD (pay-per-view, as well as digital video purchases) viewing that allows users to purchase or rent only the digital video content that they wish to own or view for a limited time. Of our current revenues, 92%, 6% and 2% are generated by advertising, premium subscription fees, and transactional VOD viewing fees, respectively, with the remainder of our revenue related to sponsored videos, sales and syndication of proprietary FilmOn video content, affiliate partner deals and sales of software and network engineering solutions.

We have to date financed our operations through equity investments and loans made through Alkiviades (Alki) Anakando, which is owned by Alkiviades (Alki) David, our Chairman and Chief Executive Officer, and other affiliated companies and from the net proceeds of our recent private placement of convertible preferred stock. As of the closing of this offering, we will have no outstanding indebtedness. We have entered into non- exclusive distribution agreements with each of Alki David Productions Inc. and HUSA Development Inc., which are owned by Anakando, to distribute their BattleCam and hologram content, respectively, on our platforms. To date, no payments have been made to or by us pursuant to our distribution agreements with Alki David Productions Inc. and HUSA Development Inc. See “Certain Relationships and Related Party Transactions.”

For the three months ended March 31, 2016 and the year ended December 31, 2015, we generated total revenues of $3.5 million and $13.1 million, of which $2.6 million and $7.2 million were attributable to North America, $0.4 million and $4.3 million were attributable to Central European sources and $0.3 million and $1.1 million were attributable to the United Kingdom, respectively. We currently sell 56% of our premium traffic from our United States sales office and 44% of our existing premium traffic from our European sales office.

Our Growth and Expansion Strategy Our core strategy is to grow our ad-based and subscription business domestically and internationally by expanding our unique and exclusive video content library, broadening our subscriber and user bases, increasing

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streaming advertising revenue opportunities, enhancing our user interface and extending our direct-to-consumer streaming service continually to the most advanced internet-connected devices. Key elements of this strategy include:

Accelerate our Ad Sales Execution. With a portion of the net proceeds of this offering, we intend to increase our spending on sales, marketing and promotion to significantly improve our sell-through percentage rate of ad impressions over our vast content inventory with advertisers and to improve our brand awareness in the United States and elsewhere.

Complete Selected Complementary Acquisitions. We intend to pursue selected acquisitions of complementary businesses in the United States and internationally that extend our platform’s capabilities and our digital media offerings. Potential acquisition targets include OTT hardware distribution companies, 360° panoramic video camera solutions, video streaming support device manufacturers, specialized advertising networks and live performance venues for the staging of hologram projection programs and sales of related merchandise to live audiences. We currently have no commitments or agreements with respect to any such acquisitions, and there can be no assurance that we will complete any acquisitions in the future. In December 2015, we acquired CinemaNow, which provides on-demand movies and television shows over the internet to viewers in the United States, Canada and the United Kingdom, and in March 2016 we acquired OVGuide, which operates OVGuide.com, a popular digital video guidance site. We believe the recent additions of CinemaNow and OVGuide provide exceptional synergy to our digital media offerings in the United States and abroad and drive additional viewers to all of our platforms.

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authenticated users in local markets in accordance with FCC rules. The proposed rules, if adopted, would treat OTT operators as MVPDs, giving OTT operators the legal right to retransmit local television broadcast stations to authenticated users in local markets in accordance with FCC rules. In turn, television network broadcasters would be required to negotiate in good faith with OTT operators to act as licensees for the retransmission of television network programs for negotiated licensing fees. Either decision would provide us the opportunity to broadcast local network programs and draw additional viewers to our site. If network television programming becomes available to us, we will be able to offer market-by-market programming in addition to our vast library of digital video content, allowing viewers to access every type of streaming media through FilmOn.com. While more than 75 million monthly unique viewers already use our platform monthly to experience our vast digital media content, we believe providing access to network television programming, including local and national news and sports carried by these networks, will rapidly accelerate the growth of our viewer base.

Always be Accessible in the Consumer Electronics Ecosystem. FilmOn.com, CinemaNow.com and OVGuide are currently accessible on a broad array of devices. Through this accessibility, we believe that we enhance the value of our service to subscribers and users, as well as position ourselves for continued growth, as internet and mobile delivery of content becomes universal. We have also developed FilmOn HDi Streaming TV, a unique streaming OTT device that is similar to Apple TV and Roku but which offers broader content offerings and advanced technology features including a built-in HD video camera and wireless mouse with a clamshell keyboard. FilmOn HDi Streaming TV will be available for purchase by consumers online and through traditional retail stores in 2017. Additionally, OVGuide owns a proprietary, cloud based system that transcodes, hosts and streams video directly to users globally. OVGuide currently powers and monetizes a network of 19 Roku movie channels, of which eight are owned and operated by OVGuide and the remaining eleven channels are owned by two of its major content partners. While most of the OVGuide audience on Roku is in the United States, reflecting Roku’s current footprint, OVGuide believes it will grow along with Roku as it expands into new international territories while increasing its penetration in U.S. households.

Recent Business Acquisitions We have recently acquired three businesses, CinemaNow, OVGuide and Hologram. We intend to make additional acquisitions following this offering and, in the ordinary course of business, we frequently engage in discussions with potential acquisition candidates and/or their representatives. We currently have no commitments or agreements with respect to any such acquisitions. Information concerning our recent acquisitions is set forth below.

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and Chief Executive Officer, on our behalf and the payment by Mr. David has been recorded as a capital contribution to our company. We also agreed to make a second payment to RMH, consisting of either: (a) shares of our common stock with an opening market value of $3.0 million issuable upon the completion of an underwritten initial public offering of our stock on or before June 28, 2016, or (b) $2.0 million in cash payable on June 28, 2016 if we do not complete an initial public offering on or before such date. As the settlement date has passed, we and CinemaNow are in discussions to settle the purchase price adjustment amount and the second cash payment owed to RMH on a net basis. The assets and liabilities of CinemaNow are included in our audited consolidated balance sheet as of December 31, 2015.

OVGuide . On March 8, 2016, we acquired 100% ownership of OVGuide.com, Inc., a Los Angeles-based provider of a popular guidance site for online video, through the merger of our newly-formed, wholly-owned subsidiary with and into OVGuide. Pursuant to the terms of an Agreement and Plan of Merger and Reorganization, we issued an aggregate of 1,007,816 shares of our common stock to the OVGuide stockholders, including 610,206 shares to Baroda Ventures LLC, an early-stage venture capital firm. We hold 100,781 shares of the common stock merger consideration in a holdback fund to satisfy any indemnification claims related to undisclosed commercial or tax liabilities or litigation, with 50% of such stock being released from the holdback fund, net of claims, on each of September 8, 2016 and March 8, 2017. Based on the terms of the merger agreement, we were in control of OVGuide’s operations on February 29, 2016 and, accordingly, OVGuide’s full March 2016 results are included in our consolidated statements of operations for the three months ended March 31, 2016.

At the closing of the merger, we issued stock options to purchase an aggregate of 191,894 shares of our common stock in substitution for all in-the-money options held by OVGuide employees not exercised prior to the merger, which newly-issued options vest as to 50% of the underlying shares on September 8, 2016 and as to the remaining 50% of such shares in equal monthly installments thereafter through March 8, 2017. All out- of-the-money options were cancelled. As a sign-on bonus to a number of key continuing OVGuide employees, we also issued restricted stock units to receive up to an aggregate of 100,000 shares of our common stock, which vest on March 8, 2017, provided the recipient remains employed by us at that time.

Additionally, we agreed to issue a number of “true-up” shares of common stock, stock options and restricted stock units, on a pro rata basis and for no additional consideration, in the event the initial public offering price per share of this offering was below a stated level. As a result of the terms of this offering, no additional securities are required to be issued pursuant to the terms of the OVGuide merger agreement. A substantial percentage of the common stock issued to OVGuide stockholders, including Baroda Ventures, is subject to lock-up agreements under which they have agreed not to sell or otherwise dispose of any of their shares for a period of 180 days after the completion of this offering.

Hologram . In April 2016, we formed a wholly owned subsidiary, Hologram USA FOTV Productions Inc., as a vehicle to enter into a transaction with HUSA, a company affiliated with Mr. David, our Chairman and Chief Executive Officer. Hologram acquired the net assets and liabilities of HUSA’s holographic projection system installation business, which constitutes a business, as defined by GAAP. The acquired business relates to the use of technology for projecting hologram images. The business installs the projection equipment, on a permanent basis, in facilities that desire the ability to project hologram content. The purchase price was equal to the net book value of the acquired business, as defined by GAAP. The net book value has been estimated to be approximately $1,150,000, subject to final audited financial statements for the business. The purchase price is due and payable within 36 months following May 11, 2016.

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Sales, Marketing and Promotion We primarily sell our advertising and premium subscriptions directly through our sales force and, to a lesser extent, utilize distribution relationships, including through our affiliate partners that host our platform and its advertising. We have developed a field sales force and currently have 13 sales personnel in various geographic markets. Our direct sales force teams are responsible for identifying and managing individual sales opportunities in their respective regions.

We focus our corporate marketing efforts on increasing brand awareness, communicating the FilmOn.com platform advantages and generating qualified leads for our sales team. Our corporate marketing plan is designed to continually elevate awareness of our brand and generate demand for our digital media offerings. We rely on a number of channels in this area, including organic search, paid search, digital advertising, email marketing, social media, retargeting, affiliate marketing and broad-based media such as targeted video ads, as well as through various strategic partnerships. We maintain our website at FilmOn.com. We intend to hire additional sales and marketing personnel and to increase our spending on sales, marketing and promotion to significantly improve our sell-through percentage rate of ad impressions over our vast content inventory with advertisers.

Our subscribers and users consist of largely younger, technically savvy individuals who consume most of their digital content across multiple devices. Our viewers are primarily located in the United States, the United Kingdom, Europe and the Middle East. Approximately 50% of our current viewers and subscribers are located in the United States.

Our largest customers are video advertising networks that resell our available digital advertising screen space to an expansive list of individual advertisers and brands. During the three months ended March 31, 2016, we had one video advertising network customer that accounted for 12% of our revenue. During the year ended December 31, 2015, we had one video advertising network customer that accounted for 31% of our revenue, and during the year ended December 31, 2014, we had two video advertising network customers that accounted for 20% and 10% of our revenue. Pursuant to the standard form of agreement with our largest advertising network customer, the advertising network provides us with video advertisements on behalf of third party advertisers and we post those advertisements on our website and are paid a fee by the advertising network for each advertisement seen by our users.

Platform Technology and Development Our technology and development personnel are continuously undertaking efforts to refine our technology, user interfaces and delivery infrastructure to improve the viewer experience. For example, using our licensed “adaptive streaming” technology, we automatically and constantly optimize the streaming bit-rate to each user’s internet bandwidth. This minimizes loading and buffering times, delivering an optimum click-and- watch experience. Accordingly, we have invested, and intend to continue to invest, significant time and resources in our development activities to establish and maintain FilmOn as a leader in the provision of optimized OTT video. As of June 30, 2016, we had 83 employees on our research and product development group, which forms part of our production staff. Our platform technology and development expenses were $535,000, $1,514,000 and $1,406,000 for the three months ended March 31, 2016, the year ended December 31, 2015 and the year ended December 31, 2014, respectively. As a practice, we generally do not capitalize platform technology and development, and these amounts were not capitalized.

Protection of Proprietary Technology We rely on a combination of patent, trademark, copyright and trade secret laws in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our proprietary information, technology and brands.

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We protect our proprietary information and technology, in part, by generally requiring our employees to enter into agreements providing for the maintenance of confidentiality and the assignment of rights to inventions made by them while employed by us. We also may enter into non- disclosure and invention assignment agreements with certain of our technical consultants to protect our confidential and proprietary information and technology. We cannot assure you that our confidentiality agreements with our employees and consultants will not be breached, that we will be able to effectively enforce these agreements, that we will have adequate remedies for any breach of these agreements, or that the our trade secrets and other proprietary information and technology will not be disclosed or will otherwise be protected.

We also rely on contractual and license agreements with third parties in connection with their use of our technology and services. There is no guarantee that such parties will abide by the terms of such agreements or that we will be able to adequately enforce our rights. Protection of confidential information, trade secrets and other intellectual property rights in the markets in which we operate and compete is highly uncertain and may involve complex legal questions. We cannot completely prevent the unauthorized use or infringement of our confidential information or intellectual property rights as such prevention is inherently difficult. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our confidential information and intellectual property protection.

We currently hold trademark registrations for the “FilmOn” and “FilmOn.TV” names and the associated round FilmOn logo in the United States and the United Kingdom. Our intellectual property also includes a licensed patent covering individualized satellite transmission systems and remote viewing systems. We also license data transmission systems technology from a company affiliated with our Chairman and Chief Executive Officer. We are not aware of any claims of infringement or other challenges to our rights in these marks and patents.

Competition and Our Competitive Advantages While a significant amount of our content offering is unique, the market for subscription-based content delivered over the internet is intensely competitive and subject to rapid change. Many consumers maintain simultaneous relationships with multiple providers and can easily shift spending from one provider to another. We are a focused provider within the streaming video market that is able to compete by providing exclusive content that is available on almost any device. Our principal competitors vary by geographical regions and include multichannel video programming distributors, internet-based movie and television content providers, including those that provide legal and illegal (pirated) streaming video content. We believe that, due to the exclusivity of our content, we are positioning ourselves as a complementary service to large general content providers such as television broadcasters, cable television channels and streaming services such as Netflix, Hulu, Amazon and Apple TV.

We believe that we differentiate ourselves from our competition and have been able to grow our business as a result of the following competitive strengths:

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Proprietary and Carefully Selected Content. Our proprietary content and carefully selected media library lie at the core of our business model. Our exclusive original content represents approximately 20% of the viewing time of our subscribers and we are continuously expanding our proprietary content to appeal to more viewers. With the growth in demand for digital rights, we expect that our large library of licensed and originally produced content will also be a key driver in our ability to grow efficiently and will act as a hedge against the rising costs of new digital rights. We believe the significant volume of titles we offer in the VOD category and the breadth of our 800 linear programming channels differentiate us from Netflix and similar OTT platforms, which primarily provide proprietarily-produced serialized content and selected VOD titles.

Government Regulation Like many OTT companies, our operations are subject to routine regulation by governmental agencies. Much of this regulation will affect us indirectly, inasmuch as, and to the extent that, it affects our licensees more directly. A summary of the laws and regulations that might affect our licensees is set forth below.

Companies conducting business on the internet are subject to a number of foreign and domestic laws and regulations. In addition, laws and regulations relating to user privacy, freedom of expression, content, advertising, information security and intellectual property rights are being debated and considered for adoption by many countries throughout the world. Online businesses face risks from some of the proposed legislation that could be passed in the future.

In the United States, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, which include actions for libel, slander, invasion of privacy and other tort claims, unlawful activity, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content generated by users. Certain foreign jurisdictions are also testing the liability of providers of online services for activities of their users and other third parties. Any court ruling that imposes liability on providers of online services for activities of their users and other third parties could harm our licensees’ businesses, and thus, indirectly, our business.

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A final determination by the United States federal courts that OTTs are entitled to compulsory performance licenses to retransmit network broadcast programs pursuant to the 1976 Copyright Act or the FCC’s decision to qualify OTTs as MVPDs entitled to negotiate retransmission licenses with networks would allow us to broadcast local network programs and draw additional viewers to our site.

A range of other laws and new interpretations of existing laws could have an impact on our licensees’ businesses. For example, the Digital Millennium Copyright Act of 1998 has provisions that limit, but do not necessarily eliminate, liability for listing, linking or hosting third-party content that includes materials that infringe copyrights. Various United States and international laws restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. In the area of data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as California’s Information Practices Act. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Further, any failure on our licensees’ part to comply with these laws may subject them to significant liabilities. Our offerings may also become subject to investigation and regulation of foreign data protection authorities, including those in the European Union.

Similarly, the application of existing laws prohibiting, regulating or requiring licenses for certain businesses of our advertisers, including, for example, online gambling, distribution of pharmaceuticals, adult content, financial services, alcohol or firearms, can be unclear. Application of these laws in an unanticipated manner could expose us to substantial liability and restrict our ability to deliver services to our users.

We also face risks due to government failure to preserve the internet’s basic neutrality as to the services and sites that users can access through their broadband service providers. Such a failure to enforce network neutrality could limit the internet’s pace of innovation and the ability of large competitors, small businesses and entrepreneurs to develop and deliver new products, features and services, which could harm our business.

Companies conducting online businesses are also subject to federal, state and foreign laws regarding privacy and protection of user data. Any failure by our licensees to comply with their posted privacy policies or privacy related laws and regulations could result in proceedings against them by governmental authorities or others, which could potentially harm their business, and consequently, our business to the extent such proceedings impact licensee revenue and the license fees payable to us stemming from such revenue. Further, any failure by our licensees to protect their users’ privacy and data could result in a loss of user confidence in their services and ultimately in a loss of users, which could adversely affect their business, and consequently, our business.

Employees As of June 30, 2016, we had a total of 156 full-time employees. Our senior management, United States advertising sales team, and editing and production staff are located in our Beverly Hills office, and our European advertising sales, operations and administrative staff are located in our London, England office. In addition to our full-time employees, we occasionally hire part-time employees and independent contractors to assist us in various film and media production areas. Alkiviades (Alki) David, our Chairman and Chief Executive Officer, and Peter van Pruissen, our Chief Financial Officer, work for us on a part-time basis (not less than an average of 35 hours per week for Mr. David and not less than an average of 24 hours per week for Mr. van Pruissen).

The table below shows our employee and independent contractor numbers by subsidiary:

Part-Time Independent Full-Time Employees Employees Contractors Total CinemaNow 11 — — 11 FilmOn.TV 134 — 7 141 OVGuide 11 1 2 14 Total 156 1 9 166

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Our future success will depend in part on our ability to attract, retain and motivate highly qualified technical and sales personnel for whom competition is intense. Our employees are not represented by any collective bargaining unit. We believe our relations with employees and contractors are good.

Facilities We manage our worldwide business from our two central offices located in Beverly Hills, California and London, England. Our senior management, United States advertising sales team, and editing and production staff of FilmOn.TV Networks Inc. and Hologram FOTV are based in Beverly Hills in three leased spaces aggregating approximately 8,607 square feet, under leases expiring on various dates in 2017. Our European advertising sales and operations and related administrative staff are based in a 3,600 square foot leased space in London under a lease expiring in 2017. Our CinemaNow and OVGuide subsidiaries also currently maintain separate rented offices in Beverly Hills and Los Angeles, respectively, under leases providing for 1,215 and 15,179 square feet of space, respectively. The leases have rental rates of $7,540 and $10,350 per month and expire in September 2017 and upon 30-days notice, respectively. Our total rent expense under these office leases was approximately $381,000 and $225,000 in 2015 and 2014, respectively. We expect total rent expense to be approximately $625,000 under office leases in 2016. We believe our present office space and locations are adequate for our current operations and for near-term planned expansion.

Legal Proceedings From time to time, during the normal course of our businesses, we are subject to various litigation claims and legal disputes most significantly in the areas of intellectual property (e.g., trademarks, copyrights and patents). Our intellectual property rights extend to our technology, business processes and the content on our website. We use the intellectual property of third parties in marketing and providing our service through contractual and other rights. Despite our efforts, from time to time, third parties have alleged, and may in the future allege, that we have violated their intellectual property rights.

CBS Broadcasting Inc., NBC Studios LLC, Universal Network Television, LLC, NBC Subsidiary (KNBC-TV) LLC, Twentieth Century Fox Film Corporation, Fox Television Stations, Inc., ABC Holding Company Inc., and Disney Enterprises, Inc. filed suit against us on or about October 1, 2010 in the United States District Court for the Southern District of New York. CBS Studios Inc., Big Ticket Television, Inc., Open 4 Business Productions LLC, and American Broadcasting Companies, Inc. later joined as plaintiffs against us in the case. The plaintiffs claim that we streamed their broadcast content over the internet in violation of their intellectual property rights. We settled this case and entered into a Stipulated Consent Judgment and Permanent Injunction filed August 9, 2012 pursuant to which we agreed, among other things, to be permanently enjoined from infringing plaintiffs’ exclusive intellectual property rights to their broadcast content, including by streaming plaintiffs’ broadcast television programming over the internet. We subsequently developed and deployed a new technology to stream broadcast television programming that we believed complied with then-existing Second Circuit law. The New York district court disagreed, and on July 24, 2014, the district court held us in civil contempt for purportedly violating the August 9, 2012 injunction. On August 14, 2014, the district court entered judgment against us imposing a sanction of $90,000 and directing us to pay plaintiffs’ attorney’s fees as a result of our purported violation of the injunction. On March 8, 2016, the three-judge appellate panel of the Second Circuit Court of Appeals issued a mandate affirming the district court’s decision. On April 1, 2016, the panel awarded plaintiffs $221.00 in costs. On May 16, 2016, FilmOn.com paid a sanctions payment to the Court in the amount of $90,000. It also has made a payment to Plaintiffs to cover attorney’s fees and costs in full, after plaintiffs agreed to compromise their claims in that regard. Accordingly, the judgment has been satisfied. The parties are currently negotiating the language of the Satisfaction of Judgment filing, which is expected to be filed. shortly.

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Fox Television Stations, Inc., Twentieth Century Fox Film Corporation, and Fox Broadcasting Company, Inc. filed suit against us on or about August 10, 2012 in the United States District Court for the Central District of California for copyright infringement, trademark infringement, and Lanham Act claims. Separately, NBCUniversal Media, LLC, Universal Network Television, LLC, NBC Subsidiary (KNBC-TV) LLC, American Broadcasting Companies, Inc., Disney Enterprises, Inc., CBS Broadcasting Inc., and CBS Studios Inc. filed suit against us on or about August 13, 2012 in the United States District Court for the Central District of California for copyright infringement. Open 4 Business Productions LLC, Telemundo Network Group LLC, WNJU-TV Broadcasting LLC, ABC Holding Company Inc., and Big Ticket Television, Inc. later joined as plaintiffs against us in the case. These two cases were consolidated on September 8, 2014. The plaintiffs claim that we streamed their broadcast content over the internet in violation of their intellectual property rights and they seek damages, attorney’s fees, and injunctive relief. On December 27, 2012, the district court entered a preliminary injunction temporarily enjoining us from retransmitting or streaming the plaintiffs’ copyrighted programming within the geographic jurisdiction of the United States Circuit Court of Appeals for the Ninth Circuit. On September 25, 2014, we amended our counterclaims to assert that we are entitled to a compulsory performance license to retransmit plaintiffs’ broadcast content pursuant to Section 111 of the 1976 Copyright Act. On July 24, 2015, the district court granted partial summary judgment to us on our counterclaim, certified that order for immediate appeal, and stayed the remainder of the case pending the outcome of that appeal. In granting partial summary judgment, the district court held that we were potentially entitled to a compulsory license under Section 111 of the Copyright Act, but also that we remain potentially liable for non-compliant secondary transmissions. The December 27, 2012 preliminary injunction remains in effect. This case is currently on appeal to the United States Court of Appeals for the Ninth Circuit. We intend to continue to defend this case vigorously.

Fox Television Stations, Inc., Twentieth Century Fox Film Corporation, Fox Broadcasting Company, NBC Subsidiary (WRC-TV) LLC, NBC Studios LLC, Universal Network Television LLC, Open 4 Business Productions LLC, Telemundo Network Group LLC, American Broadcasting Companies, Inc., Disney Enterprises, Inc., and Allbritton Communications Company filed suit against us on or about May 23, 2013 in the United States District Court for the District of Columbia. CBS Broadcasting Inc., CBS Studios Inc., and TEGNA Inc. subsequently joined as plaintiffs against us in the case. The plaintiffs claim that we streamed broadcast content over the internet in violation of their intellectual property rights and they seek damages, attorney’s fees, and injunctive relief. On September 5, 2013, the district court entered a preliminary injunction temporarily enjoining us from retransmitting or streaming the plaintiffs’ copyrighted programming within the United States of America, except for the geographic boundaries of the United States Circuit Court of Appeals for the Second Circuit. We subsequently asserted a counterclaim that we are entitled to a compulsory performance license to retransmit plaintiffs’ broadcast content pursuant to Section 111 of the 1976 Copyright Act. The Court limited the scope of the case to the Section 111 issue and set an expedited schedule. On June 18, 2015, the plaintiffs filed a motion for summary judgment on their infringement claim and our counterclaim under Section 111 of the 1976 Copyright Act. On July 9, 2015, we filed a motion for summary judgment on our counterclaim under Section 111 of the 1976 Copyright Act. In November 2015, the plaintiffs’ motion for partial summary judgment was denied in part and granted in part, and our motion for summary judgment was denied and our counterclaim for a compulsory license to retransmit plaintiffs’ copyrighted programming under Section 111 of the Copyright Act was dismissed. The Plaintiffs’ copyright infringement claim against us and Alkiviades (Alki) David, our Chairman and Chief Executive Officer, was also denied. We intend to appeal the Court’s partial summary judgment in favor of the plaintiff, as well as the Court’s denial of our counterclaim, and to continue to defend this case vigorously.

We filed suit against Window to the World Communications, Inc. on or about November 22, 2013 in the United States District Court for the Northern District of Illinois seeking a declaratory judgment that we are entitled to a compulsory performance license to retransmit defendant’s broadcast content pursuant to Section 111 of the 1976 Copyright Act. The defendant counterclaimed alleging that we streamed broadcast content over the internet in violation of its intellectual property rights. This case remains pending. We intend to continue to prosecute this case vigorously.

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On August 6, 2015, RMH filed a suit in the U.S. District Court for the Northern District of California against Datapipe, Inc. (“Datapipe”) for a contractual dispute in connection with digital data storage services provided by Datapipe to RMH. On September 1, 2015, Datapipe filed a counterclaim against RMH. The parties are currently involved in settlement negotiations and expect to reach a settlement imminently.

We are also currently parties to other claims, lawsuits and proceedings arising from the ordinary course of business.

Although the results of claims, lawsuits, and proceedings in which we are involved cannot be predicted with certainty, we do not currently believe that the final outcome of the matters discussed above will have a material adverse effect on our business, financial condition, or results of operations. However, defending and prosecuting these claims is costly and can and may impose a significant burden on our management and employees. In addition, we may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. If we are unable to obtain an outcome which sufficiently protects our rights, successfully defend our use, or allows us time to develop non-infringing technology and content or to otherwise alter our business practices on a timely basis in response to the claims against us, our business, prospects and competitive position may be adversely affected.

MANAGEMENT

Executive Officers and Directors The following table sets forth the names and ages of our executive officers, key consultants and directors, and their positions with us, as of June 30, 2016:

Name Age Position Alkiviades (Alki) David 48 Founder, Chairman of the Board and Chief Executive Officer Peter van Pruissen 57 Chief Financial Officer, Secretary, Treasurer and Director Sanjay Reddy 50 Executive Vice President and OVGuide President Mykola Kutovyy 30 Chief Technology Officer Kim Hurwitz 57 Chief Content Officer Donna Kay Smith 36 CinemaNow President Brian E. Becker 59 Director Nominee David C. Bohnett 59 Director Nominee Nicholas Greenway 42 Director Nominee Feng Lee 52 Director Nominee Francisco Martin 41 Director Nominee

Messrs. Becker, Bohnett, Greenway, Lee and Martin will assume their positions upon the initial closing of this offering.

The principal occupations for the past five years of each of our executive officers and directors are as follows:

Alkiviades (Alki) David founded FilmOn TV Ltd. (formerly known as 111PIX.com Ltd) in 2007 and has served as our Chairman of the Board and Chief Executive Officer since that time. Mr. David has worked in the global digital media industry for the past 15 years as an investor, entrepreneur and executive. He formed a personal holding company, Anakando, Ltd., and an affiliated company, the Anakando Media Group, in 2007. In addition, Mr. David has investments in several privately-held media companies, including HUSA Development Inc., a hologram projection business with patented technology. Mr. David also formed Advirally Inc. in 2012 and Class15.com Inc. in 2014, each of which provides social media marketing services. In 1995, Mr. David helped establish the family-owned shipping company, Levant Shipping. In 2000, Levant Shipping was merged with the U.S.-based shipping company Navios Maritime, and, in 2007, the combined company’s shipping business was sold to International Shipping Enterprises. In 1995, Mr. David established Independent Models. Mr. David and other family members of the Leventis- David Group maintain holdings in a number of industries including manufacturing, real estate, shipping and bottling (including ownership interests in Coca-Cola Hellenic bottling plants in 28 countries). Mr. David is also chairman of the board of his late father’s charitable trust, The Andrew A. David Foundation, and founded the non-profit organization BIOS to educate the public about marine conservation surrounding the Greek Islands. Mr. David received a Master of Arts degree from the Royal College of Art’s Film and Television program in London, and has written, produced and appeared in feature films and on television.

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MANAGEMENT

Executive Officers and Directors The following table sets forth the names and ages of our executive officers, key consultants and directors, and their positions with us, as of June 30, 2016:

Messrs. Becker, Bohnett, Greenway, Lee and Martin will assume their positions upon the initial closing of this offering.

The principal occupations for the past five years of each of our executive officers and directors are as follows:

As our founder, Chairman, Chief Executive Officer and largest stockholder (through Anakando Ltd.), Mr. David leads the Board and manages our company. Mr. David brings extensive OTT industry knowledge and a deep background in entertainment and technology growth companies, international markets, mergers and acquisitions and capital market activities. His service as Chairman and Chief Executive Officer creates a critical link between management and the Board.

Peter van Pruissen joined our company in May 2010 and became our Chief Financial Officer, Secretary and Treasurer and a member of our Board of Directors in September 2011. Mr. van Pruissen also serves as the

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Chief Financial Officer at Tradeshift Inc., a privately-held e-invoicing and procure-to-pay platform for global companies and has since March 2013. He served as Chief Financial Officer of Sharethrough Inc., a video advertising company, from August 2010 to November 2012. Mr. van Pruissen served as the Chief Financial Officer of bCODE Pty Ltd., an advertising network providing mobile marketing solutions, from November 2009 to November 2011. Mr. van Pruissen served as the Vice President of Finance and, later, the Chief Financial Officer of Piczo, Inc., a social networking and blogging website for teens, from July 2006 to November 2008. He served as the Chief Financial Officer and Vice President of Finance and Administration of On24, Inc., a streaming media distribution network, from September 1999 to July 2006. From January 1998 to November 1999, Mr. van Pruissen served as Corporate Controller of Wired Ventures Inc., the multimedia print and on-line publishing holding company and parent of Wired Magazine and the Wired.com digital division. Mr. van Pruissen received a Bachelor of Arts degree in Finance from Amsterdam’s Nyenrode Business University and earned an M.B.A. in Finance from the University of San Francisco.

Mr. van Pruissen’s experience with our company since inception and his extensive knowledge of complex cross-border financial, accounting and operational issues makes him a well-qualified member of the Board. He also brings transactional expertise in mergers and acquisitions and equity offerings.

Sanjay Reddy is our Executive Vice President and joined our company as the President of our OVGuide subsidiary in March 2016 upon our acquisition of OVGuide.com, Inc., where he had been the Chief Executive Officer since January 2012. Mr. Reddy previously co-founded and served as Chief Executive Officer of Live Matrix, an online guide for scheduled events on the web, from August 2008 through December 2011 when it was acquired by OVGuide.com. He was the Senior Vice President of Business Development and Strategic Planning for Gemstar-TV Guide International Inc., a publicly traded media and technology company, from June 2004 to May 2008, when it was sold to Macrovision (now Rovi Corp.). Mr. Reddy also served as a principal of MPC International, an animation and software development firm, from 2002 to 2004, vice president in the M&A investment banking group at Salomon Smith Barney from July 2001 to December 2001, vice president of corporate development at Covad Communications, a digital data technology company, from February 2000 to July 2001, and an associate at Salomon Smith Barney from 1997 to 2000. Mr. Reddy received a Bachelor of Arts degree in economics from Cornell University and an M.B.A. from UCLA Anderson School of Management.

Mykola (Nick) Kutovyy joined our company in October 2011 as our Chief Technology Officer. From August 2007 to October 2011, Mr. Kutovyy served as our Senior Programmer Systems Administrator. Mr. Kutovyy has also served as the Chief Technology Officer of Anakando Ltd. and the Anakando Media Group since 2008. In 2007, Mr. Kutovyy founded 111PIX UA in Odessa, Ukraine, and since then he has managed 111PIX UA as an affiliate of FilmOn TV Ltd. (formerly known as 111PIX Ltd.), our Chairman and Chief Executive Officer’s United Kingdom- based independent production and international sales company. From 2006 to 2007, Mr. Kutovyy served as a project manager and lead developer at EnvisionNext, a website development firm. From May 2005 to 2006, he served as the Deputy Technical Officer for Vremena Goda Business Travel, a travel-focused software company. From 2004 to May 2005, Mr. Kutovyy worked as a programmer for Beiersdorf Shared Services GmbH, an accounting and information technology services company. Mr. Kutovyy received an advanced degree in computer science, programming and networks from the Odessa I.I. Mechnikov National University in Odessa, Ukraine.

Kim Hurwitz joined our company in December 2010 as our Senior Vice President of Programming and became our Chief Content Officer in December 2015. Ms. Hurwitz has served as the Senior Vice President for Content Partnerships of the Anakando Media Group since December 2010. From September 2009 to October 2010, Ms. Hurwitz served as a Senior Marketing Manager for DirectTV, a national telecommunications company. From April 2008 to January 2009, she was the Vice President for Marketing, Publicity and Distribution for MWG Media, a company that creates, produces and develops original program content. She was the National Director of Affiliate Relations for the Tube Music Network from April 2006 to April 2008. Ms. Hurwitz was Director of Marketing for Pay-Per-View for DirectTV from October 2000 to May 2005. Ms. Hurwitz received a Bachelor of Arts degree in Theater Arts from the University of California, Los Angeles.

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Donna Kay Smith joined our company as the President of our CinemaNow subsidiary in December 2015 upon our acquisition of Reliance Majestic Holdings, LLC and its subsidiary CinemaNow, LLC, where she served as Vice President since November 2011. Prior to CinemaNow, Ms. Smith operated her own business consultancy service, DKS Consultancy, from January 2008 to November 2011. She was a sales director for the entertainment company Universal Pictures from November 2006 to January 2008, for the video game development company Atari, Inc. from October 2004 to October 2005, and for the video game development company Acclaim Entertainment, Inc. from April 2004 to October 2004. Ms. Smith also served as an account manager for the video game development company Ubisoft Entertainment S.A. from March 2002 to April 2004 and a brand manager for the information technology and software distributor Gem Distribution Ltd. from January 1999 to March 2002. Ms. Smith studied Sports Medicine and Psychology at Cambridge College (England).

Brian E. Becker agreed to join the Board of Directors of our company upon the initial closing of this offering. Mr. Becker is the Chief Executive Officer of Base Entertainment, which he co-founded in 2006. Base Entertainment develops, produces, presents and manages live entertainment properties and venues worldwide. From 2000 to 2005, Mr. Becker served as Chairman and Chief Executive Officer of Clear Channel Entertainment (now iHeartMedia), a promoter of live entertainment events and operator of event venues. From 1998 to 2000, Mr. Becker served as Executive Vice President and Director of SFX Entertainment, a live entertainment company. From 1996 to 1998, Mr. Becker served as President and Chief Executive Officer of PACE Entertainment Corporation, which at the time was the largest diversified live entertainment company in the world. Mr. Becker serves on the Community in Schools, Gibson Guitar Corporation and the Alpha-1 Foundation boards of directors, as well as other advisory boards. Mr. Becker received a Bachelor of Arts degree from Stanford University and an M.B.A. from the University of California, Los Angeles.

Mr. Becker’s extensive experience in the entertainment industry, particularly in the live entertainment production and venue management area, makes him well qualified to be a member of the Board.

David C. Bohnett has agreed to join the Board of Directors of our company upon the initial closing of this offering. Mr. Bohnett is the Managing Partner of Baroda Ventures LLC, an early stage venture capital firm he founded in 1999 that invests in consumer products-oriented internet companies, ecommerce websites, and the digital media and mobile communications industries, with a focus on companies based in the Los Angeles area. Baroda Ventures was the largest shareholder of OVGuide.com, Inc., which we acquired in March 2016, and for which Mr. Bohnett served as a director from 2007 to March 2016. Previously, from 1994 to 1998, Mr. Bohnett was the founder and Chief Executive Officer of GeoCities.com, a digital media company, which was acquired by Yahoo! Inc. for $3.6 billion in 1999. Mr. Bohnett has also served as Chairman of the David Bohnett Foundation since 1999, as a trustee of the Los Angeles County Museum of Art (LACMA) since 2005, Vice Chair of the Board of the Los Angeles Philharmonic Association since 2007, as a trustee of the John F. Kennedy Center for the Performing Arts since 2013, Chairman of the Wallis Annenberg Center for the Performing Arts since 2015 and as a trustee of the University of Southern California since 2015. Mr. Bohnett received a Bachelor of Science degree in business administration from the University of Southern California and an M.B.A. in finance from the University of Michigan.

Mr. Bohnett’s extensive knowledge of digital media, especially in the video and OTT space, as well as his experience with taking public internet-based companies, makes him well qualified to be a member of the Board.

Nicholas Greenway has agreed to join the Board of Directors of our company upon the initial closing of this offering. Mr. Greenway is the managing partner and co-owner of Light and Motion Limited, a London-based media agency that specializes in offering strategic brand consulting to a wide range of global clients, which he co-founded in October 2008. Mr. Greenway also co-founded Light and Motion Entertainment Ltd., a London-based tech-centric consultancy that uses artificial intelligence technology to deliver real-time social media analysis, in May 2013 and served as a director of that company through June 2015. Mr. Greenway served as Client Account Director for Axis Consulting, an entertainment brand integration and content creation firm, from January 2008 to October 2008, and Account Director of Big Film Group, a provider of brand content creation and product placement within the global television and movie industries, from January 2001 to December 2007.

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Mr. Greenway’s experience in negotiating, building and executing strategic marketing partnerships and alliances across all forms of entertainment makes him well qualified to be a member of the Board.

Feng Lee has agreed to join the Board of Directors of our company upon the initial closing of this offering. Mr. Lee has served as the head of Worldwide Software and Content Services for Lenovo, the global computer hardware and software manufacturer, since July 2007. From August 2001 to July 2007, Mr. Lee was the head of product development for Actional Corporation, an application management software development company. From April 2004 to July 2007, Mr. Lee was in charge of product management and business development for various clients of at iWay Software (a subsidiary of Information Builders), a software engineering company, was an engineering manager at Icarian, Inc. (now Workstream), a workforce management software solutions company, from August 1999 to August 2001, and was an engineering manager at Seeker Software (now Concur Technologies), a provider of web-based human resources self-service applications, from August 1998 to August 1999. Mr. Lee received a Bachelor of Science degree in applied mathematics and economics from the Capital University of Economics and Business (China) and a Master of Science degree in computer science from the University of Texas at Dallas.

Mr. Lee’s experience in technology and computer software and his familiarity with our company through his work for our strategic partner Lenovo makes him well qualified to be a member of the Board.

Francisco Martin has agreed to join the Board of Directors of our company upon the initial closing of this offering. Mr. Martin has served as the Managing Partner of MK Capital Partners, a firm that raises capital for corporate clients, since September 2007, and as a member of the Board of Directors of Fondinvest Capital, one of Europe’s leading private equity fund-of-funds groups, since July 2015. Mr. Martin was the Chief Investment Officer of Martin Asset Management LLC, an asset management firm he founded, from February 2007 to November 2009. He was the Chief Financial Officer of MAM Wealth Management LLC from July 2004 to July 2006. Mr. Martin was the Vice President of Julius Baer, Ltd., a wealth management firm, from July 1999 to July 2004. Mr. Martin served as a board member of the Organizacion Latinos Unidos from January 2001 to April 2003, the Century City Chamber of Commerce from October 2002 to October 2004, and the Swiss American Chamber of Commerce from March 1999 to August 2001. Mr. Martin received a Master’s degree in Economics and Finance from Hohere Wirtschafts und Verwaltungsschule in Basel, Switzerland.

Mr. Martin has extensive knowledge of capital markets in the United States and Europe in particular, making his input invaluable to the Board’s discussions of our capital market activities, cash management and international expansion.

Our Board of Directors is currently set at two directors. Upon the initial closing of this offering, our Board of Directors will be set at seven directors. All directors will hold office until the next annual meeting of our stockholders following their election, and until their successors have been elected and qualified. Officers serve at the discretion of our Board of Directors.

Board of Directors and Corporate Governance When considering whether directors have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the information discussed in each of the directors’ individual biographies as set forth above. With regard to Messrs. David and van Pruissen, the Board considered their day-today operational leadership of our company and in-depth knowledge of our digital media offerings. In the case of Mr. Becker, the Board has considered his extensive experience in the entertainment industry and corporate management that will assist our corporate governance. In the cases of Messrs. Bohnett, Greenway, Lee and Martin, the Board has considered their substantial experience in both the digital media industry and operational areas that will assist our corporate governance.

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The Board of Directors periodically reviews relationships that directors have with our company to determine whether the directors are independent. Directors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other than director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10% stockholder) and are independent within the meaning of applicable United States laws, regulations and the Nasdaq Capital Market listing rules. In this latter regard, the Board of Directors uses the Nasdaq Marketplace Rules (specifically, Section 5605(a)(2) of such rules) as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable SEC disclosure rules.

The Board of Directors has determined that, of our directors, Messrs. Becker, Bohnett, Greenway, Lee and Martin are independent within the meaning of the Nasdaq Marketplace Rule cited above. In the cases of Messrs. David and van Pruissen, their positions as executive officers of our company, together with Mr. David’s beneficial ownership of more than 10% of our outstanding common stock, preclude either of them from being considered independent within the meaning of the Nasdaq Listing Rule.

Board Committees Upon the initial closing of this offering, our Board of Directors will have an Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee. The Audit Committee will be composed of Messrs. Martin (Chairman), Greenway and Lee. The Compensation Committee will be composed of Messrs. Lee (Chairman) and Greenway. The Nomination and Corporate Governance Committee will be composed of Messrs. Bohnett (Chairman) and Greenway.

Our Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee each comply with the listing requirements of the Nasdaq Marketplace Rules. At least one member of the Audit Committee will be an “audit committee financial expert,” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K, and each member will be “independent” as that term is defined in Rule 5605(a) of the Nasdaq Marketplace Rules. Our Board of Directors has determined that Mr. Martin will meet those requirements.

Code of Ethics We have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the Nasdaq Capital Market and the SEC. Prior to the closing of this offering, we will post a copy of our code of ethics, and intend to post amendments to this code, or any waivers of its requirements, on our company website.

Conflicts of Interest We comply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts. Applicable state corporate law requires that all transactions involving our company and any director or executive officer (or other entities with which they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our Board of Directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically fair to us. More particularly, our policy is to have any related party transactions ( i.e. , transactions involving a director, an officer or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board of Directors. Upon the initial closing of this offering, we will have five independent directors serving on the Board of Directors, and intend to maintain a Board of Directors consisting of a majority of independent directors.

Indemnification of Directors and Executive Officers Section 145 of the Delaware General Corporation Law provides for, under certain circumstances, the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such indemnification is provided.

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In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified.

The statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he or she was a party, he or she is entitled to receive indemnification against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the proceeding.

Indemnification in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only with respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions, the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interests and must not have been adjudged liable to us, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit.

Delaware law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement to repay such advances if it is determined that he or she is not entitled to be indemnified by us.

The statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude other rights under our certificate of incorporation, bylaws, resolutions of our stockholders or disinterested directors, or otherwise. These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation and inure to the benefit of the heirs, executors and administrators of such persons.

The statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer, employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

At present, we do not maintain directors’ and officers’ liability insurance in order to limit the exposure to liability for indemnification of directors and officers, including liabilities under the Securities Act; however, we are in the process of obtaining such insurance.

EXECUTIVE COMPENSATION

Summary Compensation Table The following table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the principal executive officer and principal financial officer of our company during the years ended December 31, 2015 and 2014; and (ii) each other individual that served as an executive officer of our company at the conclusion of the years ended December 31, 2015 and 2014 and who received more than $100,000 in the form of salary and bonus during such year. For purposes of this document, these individuals are collectively the “named executive officers” of the company.

Non-qualified Non-equity Deferred Incentive Plan Compensation Stock Option All Other

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EXECUTIVE COMPENSATION

Non-qualified Non-equity Deferred Incentive Plan Compensation Stock Option All Other Name and Position Years Salary Bonus Awards Awards Compensation Earnings Compensation Total Alkiviades (Alki) David, 2015 $ — — — — — — — — Chairman and Chief 2014 $ — — — — — — — — Executive Officer Peter van Pruissen, 2015 $ 66,000 — — — — $ 114,000 — $180,000 Chief Financial Officer 2014 $ 66,000 — — — — $ 114,000(1) — $180,000 Mykola Kutovyy, 2015 $100,000 — — — — — — $100,000 Chief Technology Officer 2014 $100,000 — — — — — — $100,000 Kim Hurwitz, 2015 $170,000 — — — — — — $170,000 Senior Vice President 2014 $170,000 — — — — — — $170,000 of Programming

(1) Payment of accrued compensation earned in prior years.

Employment and Consulting Agreements Effective August 24, 2012, each of Mykola Kutovyy and Kim Hurwitz entered into an employment agreement with us. The employment agreements with Mr. Kutovyy and Ms. Hurwitz extended for an initial two-year term and were automatically renewed for a second two-year term expiring in August 2016. Pursuant to these employment agreements, Mr. Kutovyy and Ms. Hurwitz have agreed to devote all of their working time to our business as our Chief Technology Officer and our Senior Vice President of Programming, respectively, and report directly to our Chief Executive Officer. The employment agreements provided that Mr. Kutovyy and Ms. Hurwitz would receive a fixed base salary at an annual rate of $100,000 and $170,000, respectively, for services rendered in such positions during the initial two-year term. In addition, Ms. Hurwitz may be entitled to receive, at the sole discretion of our Board of Directors, cash bonuses based on meeting and exceeding performance goals linked to expanding our company’s content, affiliation and distribution channels. Mr. Kutovyy and Ms. Hurwitz received 1,875,000 shares and 187,500 shares of our common stock pursuant to their respective employment agreements, which were issued under our 2012 Stock Plan and had been subject to time-vesting periods that have since been satisfied. We have also agreed to pay or reimburse each executive for specified computer and communications equipment for their business use.

The employment agreements provide for termination by us upon death or disability of the executive (defined as the inability to perform the specific job description for 20 consecutive days) or for “cause,” which term includes, among other reasons, the conviction of a felony, any act involving moral turpitude and a material breach of their obligations to us. In the event either of the employment agreements is terminated by us without cause, such executive will be entitled to severance pay in the amount of four weeks of base salary. The employment agreements with Mr. Kutovyy and Ms. Hurwitz do not have any change of control provisions.

The employment agreements also contain covenants (a) restricting the executive from engaging in any activities competitive with our business during the terms of such employment agreements and one year

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thereafter, (b) prohibiting the executive from disclosure of confidential information regarding us at any time and (c) confirming that all intellectual property developed by the executive and relating to our business constitutes our sole and exclusive property.

On March 16, 2012, an entity owned by Peter van Pruissen entered into a shared executive agreement with us for Mr. van Pruissen to serve as our Chief Financial Officer, Secretary and Treasurer. On September 11, 2012, August 8, 2013 and December 5, 2013, the shared executive agreement was amended to adjust the amount of compensation to be received by Mr. van Pruissen, including deferred compensation amounts. Under the agreement, as amended, we are obligated to pay Mr. van Pruissen’s entity a consulting fee of $15,000 per month, of which $5,500 is currently paid in cash and $9,500 is deferred until a company liquidity event, which includes this offering. Mr. van Pruissen has received 468,750 shares of our common stock pursuant to the shared executive agreement, as amended, which were issued under our 2012 Stock Plan and had been subject to time-vesting periods that have been satisfied. Mr. van Pruissen’s entity is entitled to receive a cash bonus of up to $150,000 upon the closing of this offering. Pursuant to the terms of the agreement, both Mr. van Pruissen’s entity and we may terminate the agreement for any reason with 30 days’ prior written notice to the other. We may terminate the agreement without prior written notice for “cause,” as such term is defined in the agreement. Mr. van Pruissen’s entity has agreed that all work product created in respect of the business during his length of time with our company is our sole property.

On March 8, 2016, we assumed an employment agreement with Sanjay Reddy in connection with our acquisition of OVGuide. Under the OVGuide employment agreement, Mr. Reddy was appointed as Chief Executive Officer in December 2011 for an initial term of three years, which term automatically extends for 12 months, unless terminated by either party for any reason on 90 days’ written notice. Pursuant to the terms of the agreement, both Mr. Reddy and we may terminate the agreement for any reason. We may terminate the agreement without prior written notice for “cause,” as such term is defined in the agreement. Pursuant to the acquisition of OVGuide, Mr. Reddy now serves as President of OVGuide. Under the terms of the employment agreement we are obligated to pay Mr. Reddy an annual base salary of $200,000. The employment agreement also contain covenants (a) restricting the executive from engaging in any activities competitive with our business during the term of the employment agreement, (b) prohibiting the executive from disclosure of confidential information regarding us at any time and (c) confirming that all intellectual property developed by the executive and relating to our business constitutes our sole and exclusive property.

On April 28, 2016, we entered into a letter agreement with Alkiviades (Alki) David to serve as our President and Chief Executive Officer. Under the letter agreement, Mr. David will receive an annual salary of $550,000. Mr. David has agreed in accordance with our standard confidentiality and non-competition agreement that, during the term of the agreement and for one year thereafter, he will not utilize any confidential information to circumvent or compete with us or solicit any of our employees or consultants to cease working with us. We maintain a $10 million key-man life insurance policy for our benefit on the life of Mr. David.

Outstanding Equity Awards at Fiscal Year End As of December 31, 2015, we had no outstanding stock option awards for our named executive officers. As of June 30, 2016, we have granted to other employees stock options to purchase an aggregate of 191,894 shares of our common stock and restricted stock units to receive up to an aggregate of 100,000 shares of our common stock.

Option awards Stock awards Equity Equity incentive incentive plan plan Equity awards: awards: incentive number of market or plan Number Market payout value awards: of shares value of unearned Number of number of shares shares, of unearned securities Number of securities or units or units units or shares, units underlying securities underlying of stock of stock other unexercised underlying unexercised Option Option that that rights that or other unexercised exercise expiration have not have not rights that options(#) options(#) unearned have not have not Name exercisable unexercisable options(#) price($) date vested(#) vested(#) vested(#) vested($) Alkiviades (Alki) David — — — — — — — — — Peter van Pruissen — — — — — — — — — Mykola Kutovyy — — — — — — — — — Kim Hurwitz — — — — — — — — —

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2012 Stock Plan Our Board of Directors and our stockholders adopted the FilmOn.TV Networks Inc. 2012 Stock Plan and reserved 2,943,750 shares of common stock for issuance under that plan. The 2012 Stock Plan permits the grant of both incentive and non-statutory stock options, shares of restricted stock and restricted stock units. As of June 30, 2016, we have granted stock options to purchase an aggregate of 191,894 shares of our common stock and restricted stock units to receive up to an aggregate of 100,000 shares of our common stock. The Board of Directors adopted the 2012 Stock Plan to provide a means by which our employees, directors, officers and consultants may be granted an opportunity to purchase our common stock, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions and to provide incentives for such persons to exert maximum efforts for our success.

Director Compensation The following table sets forth the cash and non-cash compensation awarded to or earned by each individual who served as a member of our Board of Directors during the year ended December 31, 2015.

Fees Earned Name or Paid in Cash Alkiviades (Alki) David $ — Peter van Pruissen $ 66,000

We do not currently compensate our directors. Following the closing of this offering, we intend to compensate each non-management director through annual stock option grants and by paying a cash fee for each Board of Directors and committee meeting attended. Our Board of Directors will review director compensation annually and adjust it according to then current market conditions and good business practices.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Prior to this offering, Anakando, directly and through equity investments and loans made by its sole shareholder Alkiviades (Alki) David, our Chairman and Chief Executive Officer, and affiliated companies have financed substantially all of the development and operations of our company. At December 31, 2015, our company had received advances of approximately $15.8 million from Alkiviades (Alki) David, all of which were eliminated and treated as additional paid-in capital as of November 2015. In addition, Anakando directly made a loan to our wholly owned subsidiary FilmOn.TV UK Ltd. The loan from Anakando was made in September 2015. In November 2015, FilmOn.TV UK Ltd and Anakando and

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In August 2015, Anakando contributed 100% of the outstanding capital stock of FilmOn.TV Inc., FilmOn Media Holdings Inc. and FilmOn Media Licensing Inc. to us for no additional consideration. Our consolidated financial statements included in this prospectus reflect these transactions.

We have entered into a non-exclusive distribution agreements with Alki David Productions Inc. and HUSA Development Inc., each of which are owned by Anakando, to distribute their BattleCam and hologram content, respectively, on our platforms. To date, no payments have been made to or by us pursuant our distribution agreements with Alki David Productions Inc. and HUSA Development Inc.

We have contracted with 111 PIX UA to provide services for the development and maintenance of the our technology platform. 111 PIX UA is owned and operated by Mykola Kutovyy, our Chief Technology Officer, who is also one of our stockholders. For the three months ended March 31, 2016 and the years ended December 31, 2015 and 2014, we paid $426,000, $1,413,000 and $1,265,000 for these services, respectively, which have been charged in platform technology and development expenses.

During the three months ended March 31, 2016 and the years ended December 31, 2015 and 2014, Alki David Productions, an entity owned by Alkiviades (Alki) David, our Chairman and Chief Executive Officer, performed production services for our company. The production costs totalled $38,000, $300,000 and $0, respectively, which have been recorded as additions to intangible – film library.

Notes Payable to Related Parties As of December 31, 2014, we had two notes payable with two different entities related to Alkiviades (Alki) David, our Chairman and Chief Executive Officer, with an aggregate balance of $3,794,000. One of the notes was issued to Talo Holdings Ltd and was unsecured, interest free and had no fixed terms of repayment. The other note was payable to Utopia Business Company Ltd and was unsecured, bearing interest at 5% per annum and had no fixed terms of repayment. In November 2015, the notes were transferred to Mr. David, who contributed the note balances and accrued interest as additional paid-in capital to our company totaling approximately $4,258,000. Additionally, there were $100,000 in total notes payable to related parties as of March 31, 2016 relating to OVGuide.

Related Party Advances for Alkiviades (Alki) David On behalf of Anakando, in 2015, we advanced cash or paid expenses in the aggregate amount of $7,921,000 to entities that are owned and operated by Anakando. The advances were unsecured, non-interest bearing and due on demand. These related companies operate independently of us and our subsidiaries. In November 2015, these related companies conveyed the payables to Anakando, which in turn contributed the amounts to us as additional paid-in capital. As of March 31, 2016, the net balance due from the related parties was approximately $588,000.

Acquisition of CinemaNow On December 28, 2015, we acquired 100% of the membership interests of Reliance Majestic Holdings, LLC, a Los Angeles-based provider of OTT video storefronts, through the acquisition of its parent holding

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company Reliance Majestic Holdings, LLC. Pursuant to the terms of an LLC Membership Interest Purchase Agreement, we made an initial cash payment of $5.0 million to RMH Holdings Parent, LLC, the prior owner of CinemaNow, subject to a closing purchase price adjustment based on the level of CinemaNow’s indebtedness on the closing date. As the settlement date has passed, we and CinemaNow are in discussions to settle the purchase price adjustment amount and the second cash payment owed to RMH on a net basis. The initial cash payment was funded by Alkiviades (Alki) David, our Chairman and Chief Executive Officer, on our behalf and the payment by Mr. David has been recorded as a capital contribution to our company.

Acquisition of OVGuide Pursuant to the terms of the acquisition of OVGuide on March 8, 2016, (i) Sanjay Reddy, the President of our OVGuide subsidiary and the former Chief Executive Officer of OVGuide.com, Inc., received (a) 66,176 shares of our common stock, (b) restricted stock units to receive 40,000 shares of our common stock, which vest on March 8, 2017, and (c) stock options to purchase a total of 75,795 shares of our common stock, which vest as to 50% of the underlying shares on September 8, 2016 and as to the remaining 50% of such shares in equal monthly installments thereafter through March 8, 2017; and (ii) Baroda Ventures LLC, an entity controlled by David C. Bohnett, who will join our Board of Directors upon the initial closing of this offering, received 610,206 shares of our common stock. The securities issued in the acquisition to Mr. Reddy and Baroda Ventures were made on the same terms and conditions as issuances to other shareholders and officers of OVGuide.com, Inc.

2016 Private Placement In May 2016, Dimitra David, the mother of Alkiviades (Alki) David, our Chairman and Chief Executive Officer, purchased 156,250 shares of our series A convertible preferred stock pursuant to the 2016 Private Placement. Ms. David’s purchase was at the same price and on the same terms and conditions as other investors in the private placement.

Acquisition of Hologram In April 2016, we formed a wholly owned subsidiary, Hologram, as a vehicle to enter into a transaction with HUSA, a company affiliated with Mr. David, our Chairman and Chief Executive Officer. Hologram acquired the net assets and liabilities of HUSA’s holographic projection system installation business. The purchase price was equal to the net book value of the acquired business, as defined by GAAP. The net book value has been estimated to be approximately $1,150,000, subject to final audited financial statements for the business. The purchase price is due and payable within 36 months following May 11, 2016.

Related Party Transaction Policy and Related Matters In all cases, we abide by applicable state corporate law when approving all transactions, including transactions involving officers, directors and affiliates. More particularly, following the initial closing, we will adopt a written policy which will require any related party transactions ( i.e. , transactions involving a director, an officer or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board of Directors. Upon the closing of this offering, we will have five independent directors serving on the Board of Directors, and intend to maintain a Board of Directors consisting of a majority of independent directors.

PRINCIPAL STOCKHOLDERS

The following table sets forth the number and percentage of our outstanding shares of common stock beneficially owned as of June 30, 2016, by:

• each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

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PRINCIPAL STOCKHOLDERS

The following table sets forth the number and percentage of our outstanding shares of common stock beneficially owned as of June 30, 2016, by:

• each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

• each of our current directors and director nominees;

• each of our current executive officers; and

• all our current directors, director nominees and executive officers as a group.

Shares beneficially owned and percentage ownership prior to this offering are based on 39,150,162 shares of common stock outstanding as of June 30, 2016. Percentage ownership after this offering is based on 42,031,409 shares (if the minimum number of shares is sold) and 43,281,409 shares (if the maximum number of shares is sold) of common stock issued and outstanding immediately after the closing of this offering, and assumes that none of the beneficial owners named below purchases shares in this offering.

Beneficial ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power with respect to securities. Shares of common stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the record rate, and shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of our outstanding shares. In any case where an individual has beneficial ownership over securities that are not outstanding, but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, the same number of shares is added to the denominator in the calculation described above. Because the calculation of each person’s beneficial ownership set forth in the “Percentage Beneficially Owned” columns of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such columns may exceed 100%. Unless otherwise indicated, the address of each of the following persons is 338 N. Canon Drive, 3rd Floor, Beverly Hills, California 90210, and each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.

Shares Percentage Percentage Beneficially Beneficially Beneficially Owned Owned Prior Owned Prior After Offering (1)

Name of Beneficial Owner to Offering to Offering Minimum Maximum Anakando Ltd. 34,738,504 88.7% 82.6% 80.3% Alkiviades (Alki) David (2) 34,738,504 88.7% 82.6% (3) 80.3% Peter van Pruissen 468,750 1.2% 1.1% 1.1% Sanjay Reddy (3) 66,176 * * * Mykola Kutovyy 1,875,000 4.8% 4.5% 4.3% Kim Lori Hurwitz 187,500 * * * Donna Kay Smith — — — — Brian E. Becker — — — — David C. Bohnett (4) 610,206 1.6% 1.5% 1.4% Nicholas Greenway — — — — Feng Lee — — — — Francisco Martin — — — — All directors, director nominees and executive officers as a group (11 persons) 37,946,136 96.9% 90.3% 87.7%

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* Less than 1% of outstanding shares. (1) Assumes the over-subscription allowance shares are not sold. (2) Represents shares of common stock owned of record by Anakando Ltd., a company organized under the laws of Saint Vincent and the Grenadines. Mr. David, our Chairman and Chief Executive Officer, is the sole shareholder of Anakando and holds voting and dispositive power over the shares held directly by Anakando. The address of Anakando is 111 Wardour Street, 1st Floor, London W1F 0UH, United Kingdom. (3) Does not include (a) restricted stock units to receive 40,000 shares of our common stock, which vest on March 8, 2017, and (b) stock options to purchase a total of 75,795 shares of our common stock, which vest as to 50% of the underlying shares on September 8, 2016 and as to the remaining 50% of such shares in equal monthly installments thereafter through March 8, 2017. (4) Represents shares of common stock owned of record by Baroda Ventures LLC, a Delaware limited liability company. Mr. Bohnett, who will become a director of our company upon the initial closing of this offering, is the founder and a member of Baroda Ventures and may exercise voting and dispositive power over the shares held directly by Baroda Ventures. The address of Baroda Ventures is 245 South Beverly Drive, Beverly Hills, CA 90212.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock Before this offering, there was no public market for our common stock. We have applied to list our common stock on the Nasdaq Capital Market under the trading symbol “FOTV.”

Record Holders As of June 30, 2016, there were 80 holders of record of our common stock and 11 holders of our series A convertible preferred stock.

Dividends We do not expect to pay cash dividends or make any other distributions in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans Our Board of Directors and our stockholders adopted the 2012 Stock Plan and reserved 2,943,750 shares of common stock for issuance under that plan. The 2012 Stock Plan permits the grant of both incentive and non-statutory stock options, shares of restricted stock and restricted stock units. As of June 30, 2016, we have granted stock options to purchase an aggregate of 191,894 shares of our common stock and restricted stock units to receive up to an aggregate of 100,000 shares of our common stock. We expect to grant stock options to purchase shares of our common stock to our officers and non-management directors following the closing of this offering. See “Executive Compensation – 2012 Stock Plan.”

As of December 31, 2015, no options, warrants or rights had been issued or were outstanding under any equity compensation plan of our company.

Equity Compensation Plan Information Number of securities remaining available for future issuance Weighted- under average equity exercise compensation price of plans Number of securities to outstanding (excluding be issued upon exercise of options, securities outstanding options, warrants reflected in http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Record Holders As of June 30, 2016, there were 80 holders of record of our common stock and 11 holders of our series A convertible preferred stock.

Dividends We do not expect to pay cash dividends or make any other distributions in the foreseeable future.

As of December 31, 2015, no options, warrants or rights had been issued or were outstanding under any equity compensation plan of our company.

Equity Compensation Plan Information Number of securities remaining available for future issuance Weighted- under average equity exercise compensation price of plans Number of securities to outstanding (excluding be issued upon exercise of options, securities outstanding options, warrants reflected in Plan category warrants and rights and rights column (a)) (a) (b) (c) Equity compensation plans approved by security holders — — — Equity compensation plans not approved by security holders — — — Total — — —

DESCRIPTION OF CAPITAL STOCK

The following is a description of our capital stock and the material provisions of our certificate of incorporation, bylaws and other agreements to which we and our stockholders are parties, in each case upon the closing of this offering.

General

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DESCRIPTION OF CAPITAL STOCK

General Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2016, there were 39,150,162 shares of our common stock issued and outstanding held of record by 80 stockholders. After giving effect to the closing of this offering, our authorized capital stock will consist of an aggregate of 100,000,000 shares of common stock, of which 42,031,409 shares (if the minimum number of shares is sold) and 43,281,409 shares (if the maximum number of shares is sold) of common stock will be issued and outstanding immediately after the closing of this offering. Each such outstanding share of our common stock will be validly issued, fully paid and nonassessable.

A description of the material terms and provisions of our certificate of incorporation that will be in effect at the closing of our initial public offering and affecting the rights of holders of our capital stock is set forth below. The description is intended as a summary only.

Common Stock Voting . The holders of our common stock are entitled to one vote for each outstanding share of common stock owned by that stockholder on every matter properly submitted to the stockholders for their vote. Stockholders are not entitled to vote cumulatively for the election of directors. Except for the election of directors, which are elected by a plurality vote, a majority vote of common stockholders is generally required to take action under our certificate of incorporation and bylaws.

Conversion, Redemption and Preemptive Rights . Holders of our common stock have no conversion, redemption, preemptive, subscription or similar rights.

Preferred Stock Immediately prior to the date of this prospectus, we were authorized to issue up to 10,000,000 shares of preferred stock, of which 381,247 shares of series A convertible preferred stock were outstanding. Effective upon the closing of this offering, the series A convertible preferred stock will be automatically converted into shares of our common stock and retired, and we will be authorized to issue 10,000,000 shares of “blank-check” preferred stock. The Board of Directors will have the authority to issue this preferred stock in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights and terms of redemption (including sinking fund provisions) and liquidation preferences, without further vote or action by the stockholders. If shares of preferred stock with voting rights are issued, such issuance could affect the voting rights of the holders of our common stock by increasing the number of outstanding shares having voting rights, and by the creation of class or series voting rights. If the Board of Directors authorized the issuance of shares of preferred stock with conversion rights, the number of shares of common stock outstanding could potentially be increased by up to the authorized amount. Issuance of preferred stock could, under certain circumstances, have the effect of delaying or preventing a change in control of our company and may adversely affect the rights of the holders of our common stock. Also, preferred stock could have preferences over our common stock (and other series of preferred stock) with respect to dividend and liquidation rights. We currently have no plans to issue any preferred stock.

Warrants As of June 30, 2016, there were warrants to purchase 76,108 shares of our common stock outstanding (inclusive of warrants issued to the placement agent), which were sold in connection with the 2016 Private

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Placement. Each investor was issued, for no additional consideration, a three-year warrant to purchase a number of shares of our common stock as was equal to 15% of the number of shares into which the series A preferred stock purchased is convertible. The warrants are exercisable commencing upon the closing date of this offering. The warrants have an exercise price equal to $8.00 per share, the initial public offering price per share in this offering.

We have agreed to sell to the underwriters, for nominal consideration, warrants to purchase 175,000 shares (if the minimum number of shares is sold) to 262,500 shares (if the maximum number of shares is sold) of our common stock as additional consideration to the underwriters in this offering. In addition, we have granted the underwriters “piggyback” registration rights with respect to the underlying shares. This piggyback registration right will not be greater than seven years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(v). See “Underwriting.”

Limitations on Directors’ Liability; Indemnification of Directors and Officers As permitted by Delaware law, our certificate of incorporation provides that no director will be liable to us or our stockholders for monetary damages for breach of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of certain fiduciary duties as a director, except that a director will be personally liable for:

• any breach of his or her duty of loyalty to us or our stockholders;

• acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;

• the payment of dividends or the redemption or purchase of stock in violation of Delaware law; or

• any transaction from which the director derived an improper personal benefit.

This provision does not affect a director’s liability under the federal securities laws.

Provisions of Our Certificate of Incorporation that May Have an Anti-Takeover Effect Other than our authorized but unissued “blank-check” preferred stock available for future issuance without stockholder approval, as described under “Preferred Stock” above, our certificate of incorporation does not contain any provisions that may be deemed to have an anti-takeover effect or may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

Delaware Takeover Statute In general, Section 203 of the Delaware General Corporation Law prohibits a Delaware corporation that is a public company from engaging in any “business combination” (as defined below) with any “interested stockholder” (defined generally as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with such entity or person) for a period of three years following the date that such stockholder became an interested stockholder, unless: (1) prior to such date, the Board of Directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (2) on consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of

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determining the number of shares outstanding those shares owned (x) by persons who are directors and also officers and (y) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (3) on or subsequent to such date, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 of the Delaware General Corporation Law defines “business combination” to include: (1) any merger or consolidation involving the corporation and the interested stockholder; (2) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; (3) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; (4) any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or (5) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

Potential for Anti-Takeover Effects While certain provisions of Delaware law may have an anti-takeover effect, these provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors and in the policies formulated by the board, and to discourage certain types of transactions that may involve an actual or threatened change of control. In that regard, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management.

Stock Exchange Listing We have applied to have our common stock approved for trading on the Nasdaq Capital Market under the symbol “FOTV.”

Transfer Agent and Registrar Upon the closing of this offering, the transfer agent and registrar for our shares of common stock will be Continental Stock Transfer & Trust Company, located at 17 Battery Place, 8th Floor, New York, New York 10004.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the offering, our current common stockholders will own 39,150,162 shares of our common stock, representing approximately 93.1% (if the minimum number of shares is sold) and 90.5% (if the maximum number of shares is sold) of the total outstanding shares of our common stock. Upon the initial closing, our shares of series A preferred stock will automatically convert into 381,247 shares of our common stock. We will also have 291,894 shares of our common stock reserved for issuance under outstanding awards under our 2012 Stock Plan. Upon completion of this offering, 42,031,409 shares (if the minimum number of shares is sold) and 43,281,409 shares (if the maximum number of shares is sold) of our common stock will be issued and outstanding. In addition, upon the closing of this offering, we will issue to the underwriters warrants to purchase 175,000 shares (if the minimum number of shares is sold) to 262,500 shares (if the maximum number of shares is sold) of our common stock. See “Underwriting.”

Rule 144 In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person is entitled to sell those shares without complying http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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SHARES ELIGIBLE FOR FUTURE SALE

In general, under Rule 144 as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon the expiration of the lock-up agreements described below, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately 420,314 shares (minimum) and 432,814

shares (maximum) immediately after our initial public offering, or

• the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144

with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701 In general, under Rule 701 as currently in effect, any of our employees, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement in a transaction (i) occurring before the effective date of our initial public offering (ii) that was completed in reliance on Rule 701 and (iii) that complied with the requirements of Rule 701 will, subject to the lock-up restrictions described below, be eligible to resell such shares 90 days after the date of this prospectus in reliance on Rule 144, but without compliance with certain restrictions, including the holding period, contained in Rule 144.

Lock-Up Agreements and Market Standoff Provisions Our directors, executive officers and holders of 5% or more of our outstanding shares following this offering will enter into lock-up agreements with the representative prior to the commencement of this offering

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pursuant to which each of these persons or entities will agree not to sell or otherwise dispose of any common stock or securities convertible into or exercisable or exchangeable for shares of common stock for a period of 180 days after the date of this prospectus, subject to certain exceptions. See “Underwriting” for a description of these lock-up provisions.

Pursuant to the acquisition of CinemaNow, RMH entered into a lock-up agreement under which it agreed not to sell or otherwise dispose of any of its shares for a period of 180 days after the completion of this offering. Pursuant to the acquisition of OVGuide, a substantial percentage of the common stock issued to OVGuide stockholders, including Baroda Ventures, is subject to lock-up agreements under which they agreed not to sell or otherwise dispose of any of their shares for a period of 180 days after the completion of this offering.

Registration Statement We intend to file a registration statement on Form S-8 under the Securities Act covering all of the shares of common stock reserved for issuance under our 2012 Stock Plan. We expect to file this registration statement as soon as practicable after our initial public offering. Nevertheless, none of the shares registered on Form S-8 will be eligible for resale until the expiration of the lock-up agreements to which they are subject.

Registration Rights In our 2016 Private Placement, we agreed to provide the investors with “piggyback” registration rights with respect to the resale of the shares of common stock issuable upon conversion of the series A preferred stock and exercise of the warrants in a future registration statement under the Securities Act following this offering, subject to limitations on the investors’ shares that may be imposed by the underwriter of a public offering. We similarly provided the placement agent “piggyback” registration rights with respect to its placement agent warrants.

In connection with this offering, we have granted the underwriters “piggyback” registration rights with respect to the shares underlying the underwriter warrants. This piggyback registration right will not be greater than seven years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(v).

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UNDERWRITING

We have entered into an underwriting agreement with Bonwick Capital Partners LLC, for itself and as sole representative (the “Representative”) of the underwriters named therein, with respect to the shares of our common stock in this offering. Under the terms and subject to the conditions contained in the underwriting agreement, we have agreed to issue and sell to the public through the underwriters, and the underwriters have agreed to offer and sell, up to 3,750,000 shares of our common stock, on a best efforts basis.

We also have granted the underwriters an option to sell on a best efforts basis an over-subscription allowance of up to 562,500 shares of common stock, representing an additional 15% of the maximum offering amount. In order for the option to become exercisable, we must have sold the minimum number of shares of common stock necessary to satisfy the escrow conditions described below and our common stock must has been approved for listing on the Nasdaq Capital Market. Once exercisable, the option shall remain open until , 2016. We will sell this over- subscription allowance of shares on a continuous basis at the offering price set forth on the cover page of the prospectus.

The underwriting agreement provides that the obligation of the underwriters to arrange for the offer and sale of the shares of our common stock, on a best efforts basis, is subject to certain conditions precedent, including but not limited to (i) receipt of a listing approval letter from the Nasdaq Capital Market, (ii) delivery of legal opinions and (iii) delivery of auditor comfort letters. The underwriters are under no obligation to purchase any shares of our common stock for their own account. As a “best efforts” offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated, or even if consummated that we will in fact obtain a listing on the Nasdaq Capital Market. The underwriters may, but are not obligated to, retain other selected dealers that are qualified to offer and sell the shares and that are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”), or a non-United States bank, broker, dealer or other institution not eligible for membership in FINRA and not registered under the Exchange Act (a “non-member non-U.S. dealer”). The underwriters propose to offer the shares to investors at the public offering price, and will receive the underwriting commissions, set forth on the cover of this prospectus. The gross proceeds of this offering will be deposited at Signature Bank in New York, New York in an escrow account established by us, until we have sold a minimum of 2,500,000 shares of common stock and otherwise satisfy the listing conditions to trade our common stock on the Nasdaq Capital Market. Once we satisfy the minimum stock sale and Nasdaq Capital Market listing conditions, the funds will be released to us.

We anticipate the shares of our common stock will be listed for trading on the Nasdaq Capital Market under the symbol “FOTV.” In order to list, the Nasdaq Capital Market requires that, among other criteria, at least 1,000,000 publicly-held shares of our common stock be outstanding, the shares be held in the aggregate by at least 300 round lot holders, the market value of the publicly-held shares of our common stock be at least $15.0 million, our stockholders’ equity after giving effect to the sale of our shares in this offering be at least $4.0 million, the bid price per share of our common stock be $4.00 or more, and there be at least three registered and active market makers for our common stock. If the application is approved, trading of our shares on the Nasdaq Capital Market is expected to begin within five days after the date of initial issuance of the common stock.

The following table and the two succeeding paragraphs summarize the underwriting compensation and estimated expenses we will pay:

Proceeds Public Offering Underwriting to Us, Before Price Commissions Expenses Per share $ $ $ Total minimum offering $ $ $ Total maximum offering $ $ $ Total with over-subscription allowance $ $ $

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We have agreed to reimburse the underwriters for expenses incurred relating to the offering, including all actual fees and expenses incurred by the underwriters in connection with, among other things, due diligence costs, the underwriters’ “road show” expenses, and the fees and expenses of the underwriters’ counsel. We estimate that the total expenses of this offering, excluding underwriting commissions, will be approximately $575,000 if the minimum number of shares is sold and $625,000 if the maximum number of shares is sold in this offering.

In connection with this offering, we have entered into an agreement (the “Advisory Services Agreement”) with the underwriters to provide advisory services in the areas of corporate development, corporate finance and/or capital placement. We have paid the underwriters $50,000 for these services and have agreed to indemnify the underwriters for performance of such services.

As additional compensation to the underwriters, upon consummation of this offering, we will issue to the underwriters or their designees warrants to purchase an aggregate number of shares of our common stock equal to 7.0% of the number of shares of common stock issued in this offering, at an exercise price per share equal to 100.0% of the initial public offering price (the “Underwriters’ Warrants”). The Underwriters’ Warrants and the underlying shares of common stock will not be exercised, sold, transferred, assigned, or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants by any person for a period of 180 days from the effective date of the registration statement for this offering in accordance with FINRA Rule 5110. The Underwriters’ Warrants will expire on the fifth anniversary of the effective date of the registration statement for this offering. In addition, we have granted the underwriters “piggyback” registration rights with respect to the underlying shares. This piggyback registration right will not be greater than seven years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(v).

For a period of 12 months from the effective date of the offering or termination of the Advisory Agreement, the underwriters have a right of first refusal to act as our financial advisor or joint financial advisor, at the underwriters’ sole discretion, on any public or private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of the equity or assets of our company during such period.

The underwriters have informed us that they may provide an allowance not in excess of $ per share to other dealers out of the underwriters’ commission of $ per share.

A prospectus in electronic format may be made available on the websites maintained by the underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that may make internet distributions on the same basis as other allocations.

We have agreed that we will not: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of our company or any securities convertible into or exercisable or exchangeable for shares of capital stock of our company; (ii) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of our company or any securities convertible into or exercisable or exchangeable for shares of capital stock of our company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of our company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of our company or such other securities, in cash or otherwise, in each case without the prior consent of the Representative for a period of 180 days after the date of this prospectus, other than (A) the shares of our common stock to be sold hereunder, (B) the issuance by us of shares of our common stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date of this offering, hereafter issued pursuant to our currently existing or hereafter adopted equity compensation plans or employment or consulting agreements or

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arrangements of which the Representative has been advised in writing or which have been filed with the SEC or (C) the issuance by us of stock options or shares of capital stock of our company under any currently existing or hereafter adopted equity compensation plan or employment/consulting agreements or arrangements of our company.

Our directors, executive officers and holders of 5% or more of our outstanding shares following this offering will enter into lock-up agreements with the Representative prior to the commencement of this offering pursuant to which each of these persons or entities, for a period of at least 180 days after the date of this prospectus, may not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, assign, transfer, pledge, grant any option to purchase or otherwise dispose of, or announce the intention to otherwise dispose of, directly or indirectly, any shares of our common stock (including, without limitation, common stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for shares of our common stock, or any warrants or other rights to purchase, the foregoing (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for shares of our common stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the our common stock or securities convertible into or exercisable or exchangeable for shares of our common stock, or (iv) publicly announce an intention to effect any transaction specified in clause (i) or (ii) above. In the event that either (x) during the last 17 days of the 180-day period referred to above, we issue an earnings release or (y) prior to the expiration of such 180 days, we announce that we will release earnings during the 16-day period beginning on the last day of such 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the date of the earnings or the press release.

The underwriting agreement provides that we will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect to those liabilities.

We have applied to have our common stock approved for trading on the Nasdaq Capital Market under the symbol “FOTV.” If the application is approved, trading of our common stock on the Nasdaq Capital Market is expected to begin within five days after the date of initial issuance of the common stock. We will not consummate and close this offering without a listing approval letter from the Nasdaq Capital Market. Our receipt of a listing approval letter is not the same as an actual listing on the Nasdaq Capital Market. The listing approval letter will serve only to confirm that, if we sell a number of shares in this best efforts offering sufficient to satisfy applicable listing criteria, our common stock will in fact be listed.

Prior to this offering, there has been no public market for our common stock. The initial public offering price has been determined by negotiations between us and the underwriters. In determining the initial public offering price, we and the underwriters have considered a number of factors including:

• the information set forth in this prospectus and otherwise available to the underwriters;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

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Neither we nor the underwriters can assure investors that an active trading market will develop for shares of our common stock, or that the shares will trade in the public market at or above the initial public offering price.

Notice to Prospective Investors in the European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), no offer of any shares may be made to the public in that Relevant Member State other than under the following exemptions to the Prospectus Directive:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representative; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares shall require the company or the representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representative has been obtained to each such proposed offer or resale.

The company, the representative and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the company or the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the company nor the underwriters has authorized, nor does it authorize, the making of any offer of shares in circumstances in which an obligation arises for the company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

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Notice to Prospective Investors in the United Kingdom In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as the basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Hong Kong The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in the People’s Republic of China (PRC) This Offering Circular may not be circulated or distributed in the PRC and the Offer Shares may not be offered or sold directly or indirectly to any resident of the PRC, or offered or sold to any person for re-offering or re-sale directly or indirectly to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. Note that, the PRC, as referred to in this paragraph, does not include Taiwan or the special administrative regions of Hong Kong and Macau.

The address of Bonwick Capital Partners is 40 West 57th Street, 28th Floor, New York, NY 10019.

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LEGAL MATTERS

Olshan Frome Wolosky LLP, New York, New York, will pass upon the validity of the issuance of the shares of our common stock being

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INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 145 of the Delaware General Corporation Law, as amended, authorizes us to indemnify any director or officer under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which a person is a party by reason of being one of our directors or officers if it is determined that such person acted in accordance with the applicable standard of conduct set forth in such statutory provisions. Our certificate of incorporation contains provisions relating to the indemnification of director and officers and our by-laws extend such indemnities to the full extent permitted by Delaware law. We may also purchase and maintain insurance for the benefit of any director or officer, which may cover claims for which we could not indemnify such persons.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

LEGAL MATTERS

Olshan Frome Wolosky LLP, New York, New York, will pass upon the validity of the issuance of the shares of our common stock being offered by this prospectus as our counsel. Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel for the underwriters in connection with this offering.

EXPERTS

The consolidated financial statements of FOTV Media Networks Inc. (formerly FilmOn.TV Networks Inc.) as of December 31, 2015 and 2014 and for each of the two years in the period ended December 31, 2015 included in this prospectus and in this registration statement have been so included in reliance on the report of BDO LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding FOTV Media Networks Inc.’s ability to continue as a going concern), appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting. BDO LLP, London, United Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.

The consolidated financial statements of each of Reliance Majestic Holdings, LLC and OVGuide.com, Inc. as of December 31, 2015 and December 31, 2014, have been included herein and in the registration statement in reliance upon the report of Lichter, Yu and Associates, Inc., independent accounting firm (the report on each of the financial statements contains an explanatory paragraph regarding Reliance Majestic Holdings, LLC and OVGuide.com, Inc.’s ability to continue as a going concern), appearing elsewhere herein and in the registration statement, upon the authority of said firm as experts in auditing and accounting. As indicated in its reports with respect thereto, these consolidated financial statements are included in this prospectus and in the registration statement of which this prospectus is a part in reliance upon the authority of Lichter, Yu and Associates, Inc. as experts in auditing and accounting, with respect to each such respective report.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and amendments to the registration statement) under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus does not contain all the information set forth in the registration statement. For further information with respect to us and the shares of our common stock to be sold in this offering, we refer you to the registration statement. Statements contained in this prospectus as to the contents of

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any contract, agreement or other documents to which we make reference are not necessarily complete. In each instance, we refer you to the copy of such contract, agreement or other document filed as an exhibit to the registration statement.

Following this offering, we will be subject to the reporting and information requirements of the Exchange Act and, as a result, we will file annual, quarterly and current reports, and other information with the SEC. You may read and copy this information at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Copies of all or any part of the registration statement may be obtained from the SEC’s offices upon payment of fees prescribed by the SEC. The SEC maintains an internet site that contains periodic and current reports, information statements and other information regarding issuers that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov.

We will provide a copy of our annual report to stockholders, including our audited consolidated financial statements, at no charge upon written request sent to FOTV Media Networks Inc., 338 N. Canon Drive, 3rd Floor, Beverly Hills, California 90210. Our corporate website is located at http://corp.filmon.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page CONSOLIDATED FINANCIAL STATEMENTS OF FOTV MEDIA NETWORKS INC. Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2015 and 2014 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2015 and 2014 F-4 Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014 F-5 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2015 and 2014 F-6 Notes to the Consolidated Financial Statements F-7

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF FOTV MEDIA NETWORKS INC. Condensed Consolidated Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015 F-32 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2016 and 2015 (Unaudited) F-33 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015 (Unaudited) F-34 Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2016 (Unaudited) F-35 Notes to the Condensed Consolidated Financial Statements F-36

CONSOLIDATED FINANCIAL STATEMENTS OF RELIANCE MAJESTIC HOLDINGS, LLC Independent Auditor’s Report F-45 Consolidated Balance Sheets as of December 31, 2015 and 2014 F-47 Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014 F-48 Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014 F-49 Consolidated Statements of Members Interest for the Years Ended December 31, 2015 and 2014 F-50 Notes to Consolidated Financial Statements F-51

CONSOLIDATED FINANCIAL STATEMENTS OF OVGUIDE, INC. Independent Auditor’s Report F-62 Consolidated Balance Sheets as of December 31, 2015 and 2014 F-64 Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014 F-65 Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014 F-66 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2015 and 2014 F-67 http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2016 F-81 Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2015 F-82 Notes to Pro Forma Condensed Combined Financial Information F-83

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders FOTV Media Networks Inc., Beverly Hills, California United States of America

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders FOTV Media Networks Inc., Beverly Hills, California United States of America

We have audited the accompanying consolidated balance sheets of FOTV Media Networks Inc. as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FOTV Media Networks Inc. at December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 , in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ BDO LLP London, United Kingdom Date: July 1, 2016

F-2

FOTV Media Networks Inc. Consolidated Balance Sheets (in thousands, except for share amounts and par value amounts)

As of December 31, 2015 2014 Assets Current assets: Cash and cash equivalents $ 659 $ 377 Accounts receivable, net 3,190 7,842 Advances to related entities — 1,105 Inventory 12 — Current prepaid content library, net 230 153 Other current assets 919 280

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FOTV Media Networks Inc. Consolidated Balance Sheets (in thousands, except for share amounts and par value amounts)

Total current assets 5,010 9,757 Non-current prepaid content library, net 234 241 Property and equipment, net 1,386 2,013 Film library, net 1,723 1,274 Intangibles 15,900 — Other non-current assets 27 114

Total assets $ 24,280 $ 13,399

Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and other current liabilities, including related parties $ 9,293 $ 6,054 Deferred Revenue 230 82 Notes payable – related parties — 3,794 Deferred tax liability – current portion 176 — Due to Director — 12,134

Total current liabilities 9,699 22,064 Deferred tax liability, less current portion 2,640 —

Total liabilities 12,339 22,064

Commitments and contingencies – Note 10 Stockholders’ equity (deficit): Common Stock, $0.001 par value; 37,312,500 shares issued and outstanding 37 37 Additional paid-in capital 68,979 39,877 Accumulated deficit (57,402) (48,733) Accumulated other comprehensive income 327 154

Total stockholders’ equity (deficit) 11,941 (8,665)

Total liabilities and stockholders’ equity (deficit) $ 24,280 $ 13,399

The accompanying notes are an integral part of these consolidated financial statements

F-3

FOTV Media Networks Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except for share and per share amounts)

Year ended December 31, 2015 2014

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FOTV Media Networks Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except for share and per share amounts)

Year ended December 31, 2015 2014 Revenues $ 13,132 $ 13,539 Cost of revenues (11,670) (8,678) Platform Technology and development expenses (1,514) (1,406) Depreciation expenses (1,509) (1,240) General and administrative expenses (11,166) (7,294)

Loss from operations (12,727) (5,079) Other income (expense) Interest expense – related parties (28) (187) Excess value over purchase price 4,086 —

Loss before income taxes (8,669) (5,266) Provision for income taxes — —

Net loss (8,669) (5,266) Other comprehensive income Foreign currency translation gain 173 353

Comprehensive loss $ (8,496) $ (4,913)

Net loss per share – basic and diluted $ (0.23) $ (0.13)

Weighted-average common shares outstanding Basic and diluted 37,312,500 37,288,903

The accompanying notes are an integral part of these consolidated financial statements

F-4

FOTV Media Networks Inc. Consolidated Statements of Cash Flows (in thousands)

For the Year ended December 31, 2015 2014 Cash Flows From Operating Activities: Net Loss $ (8,669) $ (5,266) Adjustments to reconcile net loss to net cash used in operating activities: Additions to prepaid content library (529) (284) Depreciation and amortization expense 1,751 1,315 Excess fair value of net assets over purchase price (4,086) — Fair value of equity issued for services — 3 Changes in operating assets and liabilities: Account receivable 5,041 (6,316) Other current assets (650) (130) Other assets 77 — Accounts payable and other current liabilities (974) 3,620 Deferred Revenue 152 —

Net Cash Used in Operating Activities (7,887) (7,058)

Cash Flows From Investing Activities: Purchase of property and equipment (486) (1,346) Additions to intangible – film library (555) (1,341) http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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FOTV Media Networks Inc. Consolidated Statements of Cash Flows (in thousands)

Net Cash Used in Operating Activities (7,887) (7,058)

Cash Flows From Investing Activities: Purchase of property and equipment (486) (1,346) Additions to intangible – film library (555) (1,341) Advances to related parties 5,290 (228) Cash paid for acquisition net of cash received (4,880) —

Net Cash Used in Investing Activities (631) (2,915)

Cash Flows From Financing Activities: Capital contribution from stockholder 15,936 12,003 Capital distributions to stockholder (8,018) (5,782) Deferred Offering Costs — — Proceeds from issuance of notes payable — — Advances from director, net 846 3,616

Net Cash Provided by Financing Activities 8,764 9,837

Net (decrease) increase in cash and cash equivalents 246 (136) Effect of exchange rate differences on cash and cash equivalents 36 (23) Cash and cash equivalents, Beginning of Period 377 536

Cash and cash equivalents, End of Period $ 659 $ 377

Supplemental disclosure of cash flow information: Cash paid for interest $ — $ —

Cash paid for income taxes $ — $ —

Noncash investing and financing activities: Director assumption of note payable – related party $ — $ 2,035

Conversion of shareholder notes and advances to additional paid-in capital $21,184 $ —

The accompanying notes are an integral part of these consolidated financial statements

F-5

FOTV Media Networks Inc. Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

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FOTV Media Networks Inc. Consolidated Statements of Changes in Stockholders’ Equity (Deficit) Years Ended December 31, 2015 and 2014 (in thousands, except for share amounts)

Accumulated Total Additional Other Stockholders’ Common Stock Paid-In Accumulated Comprehensive Equity Shares Amount Capital Deficit Income/(Loss) (Deficit) January 1, 2014, restated for reverse stock split 37,222,656 $ 37 $ 33,653 $ (43,467) $ (199) $ (9,976) Capital contributions — — 12,003 — — 12,003 Capital distributions — — (5,782) — — (5,782) Shares issued for compensation 89,844 — 3 — — 3 Foreign currency translation adjustment — — — — 353 353 Net loss — — — (5,266) — (5,266)

December 31, 2014 37,312,500 37 39,877 (48,733) 154 (8,665) Capital contributions — — 15,936 — — 15,936 Capital distributions — — (8,018) — — (8,018) Conversion of Shareholder loan and advances — — 21,184 — — 21,184 Foreign currency translation adjustment — — — — 173 173 Net loss — — — (8,669) — (8,669)

December 31, 2015 37,312,500 $ 37 $ 68,979 $ (57,402) $ 327 $ 11,941

The accompanying notes are an integral part of these consolidated financial statements

F-6

Notes to the Consolidated Financial Statements for the Years Ended December 31, 2015 and 2014

Note 1 – Basis of Presentation Nature of operations FOTV Media Networks Inc. (the “Company”, “we”, “our”, “us”, or the “Group”) was founded in the United Kingdom (“UK”) in 2007 and began operations in the United States (“US”) in 2010. The Company operates an internet-based IPTV platform serving video streams monthly to a global audience who watch the Company’s live programming, 700 linear channels, 90,000 on demand movies, documentaries, podcasts, music videos and social TV services. The Company’s programming reaches satellite audiences via DISH Network in the US, Sky in the UK and FreeSat in Europe. In April 2016 the Company changed its name from FilmOn.TV Networks Inc. to FOTV Media Networks Inc.

Basis of Presentation The Company was formed in September 2011 by Anakando Limited (ultimate parent company of the Group). Through a series of transactions that occurred in August 2012, all UK operations of Anakando Limited, namely its investments in FilmOn.TV UK Limited, and its wholly-owned subsidiary FilmOn TV Limited, were contributed to the Company through a 1:1 stock for stock exchange. All entities were under common control of the ultimate owner of each entity, Alkiviades (Alki) David. In addition, Mr. David is the Chairman and Chief Executive Officer of the Company (the “Director”).

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has incurred recurring losses, negative cash flows from operations, negative working capital, and losses are expected to continue in the future. These factors raise substantial doubt about its ability to continue as a

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FOTV Media Networks Inc. Notes to the Consolidated Financial Statements for the Years Ended December 31, 2015 and 2014

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has incurred recurring losses, negative cash flows from operations, negative working capital, and losses are expected to continue in the future. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In August 2015 through a series of transactions, all US operations of Anakando Limited, namely its investments in FilmOn.TV, Inc., FilmOn Media Licensing, Inc. and FilmOn Media Holdings, Inc. were contributed to the Company. All entities were under common control of the ultimate owner of each entity, Alkiviades (Alki) David, and had similar business operations.

The accompanying consolidated financial statements have presented assets and liabilities on a combined basis in a manner similar to a pooling-of- interests and include the results of each business since the date of common control, which for each entity is since incorporation. As the reorganization of entities under common control has been consummated in August 2015 regarding the US businesses of Anakando Limited prior to the date of issuance of these consolidated financial statements, these transactions have been accounted for on the carryover value basis and are included in the consolidated financial statements of the Company as if these entities had always been owned by the Company.

These consolidated financial statements include the accounts of the Company and its wholly-owned UK subsidiaries, FilmOn.TV UK Limited, FilmOn TV Limited and FilmOn Line Marketing Limited, and the Company’s wholly-owned US subsidiaries FilmOn.TV, Inc., FilmOn Media Licensing, FilmOn Media Holdings, Inc., Reliance Majestic Holdings, LLC and CinemaNow LLC.

F-7

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split of our outstanding common stock and authorized our executive officers to implement such reverse stock split at such time as they deem advisable. In February 2016, the executive officers, implemented the reverse stock split decreasing the Company’s common stock outstanding from 99,500,000 shares to 37,312,500 shares. As such all share and per share numbers have been adjusted to reflect the reverse stock split.

Change of Company’s Name In April 2016, the Company changed its name from FilmOn.TV Networks Inc. to FOTV Media Networks Inc.

Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses since its inception. The Company incurred a net loss of $8,669,000 and used $7,887,000 in cash from operations during 2015, and had an accumulated deficit of $57,402,000 as of December 31, 2015. Since inception, the Company has financed its activities principally from regular financing injections from its majority shareholder. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with development of its operating activities.

The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals, successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research, development; dependence on third-party content providers, suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfil its development activities and generating a level of revenues adequate to support the Company’s cost structure. To support the Company’s financial performance, management has undertaken several initiatives, including the raising of additional financing subsequent to year end:

In December 2015 and February 2016, we made strategic acquisitions of businesses in order to increase our ability to generate future cash flow and enhance product offerings.

In quarter 1, 2016, the majority shareholder purchased 636,125 shares of common stock for a purchase price of $5.1 million (see Note 14).

In April 2016 and May 2016, the Company raised $2.5 million through a private placement via the accelerated book-building procedure. The private placement has allowed the Company to place 381 thousand new Series A Convertible Preferred Stock (see Note 14).

In quarter 2, 2016, the majority shareholder purchased 193,750 shares of common stock for a purchase price of $1.6 million (see Note 14).

There can be no assurance however that such financing will be available in sufficient amounts, when and if needed, on acceptable terms or at all. If results of operations for 2016 do not meet management’s expectations, or additional capital is not available, management believes it has the ability to reduce certain expenditures. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the market demand for the Company’s products and services, the quality of product development efforts, management of working capital, and continuation of normal payment terms and conditions for purchase of services. The Company is uncertain whether its cash balances and cash flow from operations will be sufficient to fund its operations for the next twelve months. If the Company is unable to

F-8

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substantially increase revenues, reduce expenditures, or otherwise generate cash flows for operations, then the Company will need to raise additional funding to continue as a going concern through its major shareholder, or through other avenues.

Note 2 – Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates.

On an ongoing basis, estimates, including the following:

• the useful lives of property and equipment and intangible assets;

• fair value for the allocation of purchase price to the assets and liabilities acquired;

• fair value of the Company’s common stock used to determine compensation expense for the issuance of for services Service-based

Restricted Stock Awards and shares issued to acquire business;

• assumptions used in determining the need for, and amount of, a valuation allowance on net deferred tax assets; and

• Film cost amortization.

Estimates are based on historical experience, available market information, appropriate valuation methodologies, and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Fair Value of Financial Instruments The carrying amount of our cash and cash equivalents, receivables from customers, accounts payable, accrued expenses, due to director and notes payable – related parties and notes payable – third parties approximates fair value because of the short maturity and liquidity of those instruments.

Fair Value Measurement Financial assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs in the valuation techniques as follows:

Level 1 – Financial assets and liabilities whose values are based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2 – Financial assets and liabilities whose values are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Financial assets and liabilities whose values are based on unobservable inputs for the asset or liability.

Cash and Cash Equivalents We maintain cash with several investment grade financial institutions. Highly liquid investments, which are readily convertible into cash, with original maturities of three months or less, are recorded as cash equivalents.

F-9

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Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, and accounts receivable. Accounts receivable are typically unsecured and are derived from advertising revenue earned from advertising customers for delivering ad impressions on our platform and from billings to ad networks that represent adverting customers. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Although typical payment terms for online adverting industry are slow, historically, write-off losses have been minimal and within management’s expectations. As of December 31, 2015 and 2014, the allowances for doubtful accounts was $244,000 and $15,000, respectively.

During the year ended December 31, 2015, the Company had one customer whose revenue was approximately 27% of total revenue, respectively. During the year ended December 31, 2014, the Company had two customers whose revenues were approximately 20% and 10% of total revenue.

Business Combinations Business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (“ASC 805”). Under the acquisition method the acquiring entity in a business combination recognizes 100 percent of the acquired assets and assumed liabilities, regardless of the percentage owned, at their estimated fair values as the date of acquisition. Any excess of the purchase price over the fair value of net assets and other identifiable intangible assets acquired is recorded as goodwill. To the extent the fair value of net assets acquired, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. Assets acquired and liabilities assumed from contingencies must also be recognized at fair value, if the fair value can be determined during the measurement period. Results of operations of an acquired business are included in the consolidated statement of income (loss) from the date of acquisition. Acquisition-related costs, including conversion and restructuring charges, are expensed as incurred.

Contingent Consideration The Company determines the acquisition date fair value of contingent consideration using a discounted cash flow method, with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC Topic 820, Fair Value Measurement. The significant inputs in the Level 3 measurement not supported by market activity included the Company’s probability assessments of expected future cash flows related to the Company’s acquisitions during the contingent consideration period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the agreement. The liabilities for the contingent consideration are established at the time of the acquisition and will be evaluated on a quarterly basis based on additional information as it becomes available. Any change in the fair value adjustment is recorded in the earnings of that period.

Property and Equipment Property and equipment includes acquired assets consisting of network equipment and computer hardware, furniture, software, and leasehold improvements. Network equipment and computer hardware and furniture are stated at cost with depreciation provided using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Leasehold improvements are amortized over their estimated useful life of the related assets or the life of the lease, whichever is shorter. The cost of renewals and substantial improvements is capitalized while the cost of maintenance and repairs is charged to operating expenses as incurred. Company-owned customer premises equipment is depreciated on a straight-line basis over three years.

Our network equipment and computer hardware, which consists of routers, gateways, and servers that enable our streaming content, is subject to technological risks and rapid market changes due to new products and services. These changes may result in future adjustments to the estimated useful lives or the carrying value of these assets, or both.

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http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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Patents and Patent Licenses Patent rights acquired are accounted for based upon the cost of acquiring the rights and included in other assets. These rights are amortized on the straight line method over the estimated useful lives of 10 years.

Intangible Assets and Impairment Film library Film library costs include capitalizable production costs, production overhead and cost of acquired film libraries and are stated at the lower of cost less accumulated amortization. Marketing, distribution and general and administrative costs are expensed as incurred. For acquired film libraries, remaining revenues include amounts to be earned for up to ten years from the date of acquisition. Costs of film library are subject to regular recoverability assessments, which compare the estimated fair values with the unamortized costs. The Company bases these fair value measurements on the Company’s assumptions about how market participants would price the asset at the balance sheet date, which may be different than the amounts ultimately realized in future periods. The amount by which the unamortized costs of film library exceed their estimated fair values is written off. Film library costs for projects that have been abandoned or have not been set for production within three years are generally written off. Management has determined that film library cost will be expensed using the straight-line basis over an estimated period of 15 years.

Intangibles The developed technology intangible assets relate to Reliance Majestic Holdings, LLC’s (“CinemaNow”) products across all of their product lines that have reached technological feasibility, primarily the technology to operate the storefronts. Customer relationships represent existing contracted relationships with consumer electronic manufacturers, retailers, distributors and others. Studio relationships and content library primarily relate to CinemaNow’s relationships with the studios and digitized content library.

Platform Technology and Development Expenses Costs for technology, including predevelopment efforts prior to establishing technological feasibility of our internet-based IPTV platform are expensed as incurred.

Development costs are capitalized when technological feasibility has been established and anticipated future revenues support the recoverability of the capitalized amounts. Capitalization stops when the product is available for general release to customers. Due to the short time period between achieving technological feasibility and product release and the insignificant amount of costs incurred during such periods, we have not capitalized any software development, and have expensed these costs as incurred.

Impairment of Long-Lived Assets We evaluate impairment losses on long-lived assets used in operations when events and changes in circumstances indicate that the assets might be impaired. If our review indicates that the carrying value of an asset will not be recoverable, based on a comparison of the carrying value of the asset to the undiscounted future cash flows, the impairment will be measured by comparing the carrying value of the asset to its fair value. Fair value will be determined based on quoted market values, discounted cash flows or appraisals. Impairments of property and equipment are recorded in the consolidated statements of operations and comprehensive loss as part of depreciation expense. As of December 31, 2015 and 2014, there were no impairment losses of long-lived assets.

Foreign Currency The reporting currency of the Company is the US Dollar. The functional currency of the Company and its subsidiaries is the local currency of such entity. The functional currency of FilmOn.TV UK Ltd. and subsidiaries

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are the British Pounds Sterling as it is the currency of the primary economic environment in which each of their operations are conducted. Transactions in currencies other than the functional currency of the Company are recorded at the rates of exchange prevailing at the date of the transaction. Monetary assets and liabilities in currencies other than the operation’s functional currency are translated at rates of exchange prevailing at the balance sheet date to the operation’s functional currency. Foreign currency transaction gains and losses are included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. The balance sheets of foreign subsidiaries are translated into US Dollars at the rate ruling at the year end. The results of the foreign subsidiaries are translated into US Dollars at the average rate of exchange during the financial year.

Revenue Recognition The Company has three revenue streams: Advertising-supported video streaming, subscriber-based video streaming and licensing. Revenues are derived from video advertising impressions served and monthly premium subscription packages.

The Company recognizes revenues when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Advertising supported video streaming revenues, net of agency commissions, are recognized in the period during which underlying advertisements are broadcast or published.

The Company enters into License agreements for its content. License revenue is recognized ratably over the license period.

Prepaid Content library The Company licenses and acquires rights to stream TV shows, movies and original content. These rights are either for (i) a fixed fee and specify windows of availability, or (ii) an adverting revenue share with the content provider.

For the fixed fee arrangements, the Company capitalizes the fee per title and records a corresponding liability at the gross amount of the outstanding liabilities when the license period begins, the cost of the title is known and the title is accepted and available for streaming. The portion available for streaming within one year is recognized as “Current prepaid content library, net” and the remaining portion as “Non-current prepaid content library, net” on the Consolidated Balance Sheets. As of December 31, 2015 and 2014, the Company had no outstanding content liabilities. The acquisition of streaming content rights and the changes in related liabilities, are classified within cash used in operating activities on the Consolidated Statements of Cash Flows. The Company amortizes the prepaid content library in “Cost of revenues” on a straight-line basis over the life of the contract, which can be up to three years.

The prepaid content library is stated at the lower of unamortized cost or net realizable value. Streaming content is reviewed for impairment when an event or change in circumstances indicates a change in the expected usefulness of the content. No material write-down from unamortized cost to a lower net realizable value was recorded in any of the periods presented.

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Sales, Value Added Taxes and Other Indirect Taxes We remit sales, value added taxes and other indirect taxes to various taxing jurisdictions as a result of revenue earned from the sale of products and services to our customers. Specific sales tax rates applicable to the Company’s products and services vary by taxing jurisdiction. The Company records sales, value added and other indirect taxes as liabilities are incurred.

Leases Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Group (a “capital lease”), the asset is treated as if it had been purchased outright. The amount initially recognized as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. Lease payments are analyzed between capital and interest. The interest element is charged to the consolidated statement of operations and comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed to the lessor.

Where substantially all of the risks and rewards incidental to ownership are not transferred to the Group (an “operating lease”), the total rentals payable under the lease are charged to the consolidated statement of operations and comprehensive income on a straight-line basis over the lease term. The aggregate benefit of lease incentives is recognized as a reduction of the rental expense over the lease term on a straight-line basis. Several lease agreements contain rent escalation clauses. For purposes of recognizing minimum rental expenses on a straight-line basis over the terms of the leases, the Company uses the date of initial possession to begin amortization, which is generally when the Company enters the space and begins to make improvements in preparation for intended use. For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, the Company records minimum rental expenses on a straight-line basis over the terms of the leases in the Consolidated Statements of Operations and Comprehensive Loss. The Company has the option to extend or renew most of its leases, which may increase the future minimum lease commitments, if extended.

Income Taxes We are subject to income taxes in both the US and foreign jurisdictions, specifically the UK. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by differences between our anticipated and the actual mix of earnings generated across different tax jurisdictions which have higher or lower statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations.

We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between consolidated financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.

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We are subject to audit in various jurisdictions, and such jurisdictions may assess additional income taxes against us. Although we believe our tax estimates are reasonable, the final determination of any tax audits and any related litigation could be materially different from historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on our operating results or cash flows in the period or periods for which that determination is made.

Net Loss per Share Basic net loss per share is calculated based on the net loss attributable to common stockholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net loss per common share assumes the conversion of all dilutive instruments, such as stock options. For the years ended December 31, 2015 and 2014, the Company had no dilutive instruments.

Restricted Stock Awards We account for restricted stock awards in accordance with FASB ASC 718, “Compensation-Stock Compensation”. Under the fair value recognition provisions of this pronouncement, share-based compensation cost related to restricted stock awards is measured at the grant date based on the fair value of the award, reduced as appropriate based on estimated forfeitures, and is recognized as expense over the applicable vesting period. The excess tax benefit associated with stock compensation deductions have not been recorded in additional paid- in capital. When evaluating whether an excess tax benefit has been realized, share based compensation deductions are not considered realized until NOLs are no longer sufficient to offset taxable income. Such excess tax benefits will be recorded when realized.

Marketing Marketing expenses consist primarily of advertising expenses. Advertising expenses include promotional activities such as television and online advertising. Advertising costs are expensed as incurred. Advertising expenses were approximately $9,930,000 and $6,187,000 for the years ended December 31, 2015 and 2014, respectively, and are included in cost of revenues.

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Geographic Information ASC 280 “ Segment Reporting ” establishes reporting standards for an enterprise’s business segments and related disclosures about its products, services, geographic areas and major customers. Under ASC 280, the method for determining what information to report is based upon the way management organizes the operating segments within the Company for making operating decisions and assessing financial performance. Our chief operating decision-makers review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues, marketing expenses and operating income (loss) for purposes of allocating resources and evaluating financial performance. Based upon the information reviewed by our chief operating decision makers, we have determined that we have two operating segment.

Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company will adopt this ASU on January 1, 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. Management is currently evaluating this standard, including which transition approach to use, and does not expect this ASU to materially impact the Company’s consolidated operations, financial position or cash flows.

On June 19, 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide a Performance Target Could Be Achieved after the Requisite Service Period. The update is intended to resolve the diverse accounting treatment of these types of awards in practice. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. A reporting entity should apply existing guidance in “Compensation – Stock Compensation (Topic 718)” as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved, and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The ASU is effective for interim and annual reporting periods that begin after December 15, 2015. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operations, financial position or cashflows.

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http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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On February 18, 2015, the FASB issued ASU 2015-02 , Consolidation (Topic 810): Amendments to the Consolidation Analysis, which amends the consolidation requirements in Accounting Standards Codification (“ASC”) 810 and significantly changes the consolidation analysis required under U.S. GAAP. Generally, the changes were made to introduce the concepts of principal versus agency relationships and to integrate them into the existing rules. The amendments rescind the indefinite deferral of ASU 2009-17 for investment funds and will impact the determination of whether an entity is a variable interest entity; the evaluation of a service provider’s fees when identifying variable interests; and the extent to which related party interests are considered in the consolidation conclusion. For public business entities, the ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is allowed for all entities (including during an interim period), but the guidance must be applied as of the beginning of the annual period containing the adoption date. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operations, financial position or cashflows.

In April 2015, FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost . FASB issued ASU 2015-03 to simplify the presentation of debt issuance costs related to a recognized debt liability to present the debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as a deferred charge on the balance sheet. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operations, financial position or cashflows.

On May 1, 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820) – Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The update is intended to simplify reporting requirements and modify those investments required to be classified within the fair value hierarchy. Certain investments measured at fair value using the Net Asset Value (“NAV”) practical expedient are no longer required to be categorized within a level within the fair value hierarchy table. Entities will be required to include in the disclosure the fair value of the investments using NAV practical expedient so that financial statement users can reconcile amounts reporting in the fair value hierarchy table to amounts reported on the balance sheet. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015 and early adoption is permitted. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operations, financial position or cashflows.

On June 12, 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements, which amends a number of topics in the FASB Accounting Standards Codification. The update is a part of an ongoing project on the FASB’s agenda to facilitate Codification updates for non- substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practice or create a significant administrative cost to most entities. The ASU will apply to all reporting entities within the scope of the affected accounting guidance. Certain amendments in the update require transition guidance and are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operations, financial position or cashflows.

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http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of this Update, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not expect these amendments to have a material effect on its financial statements.

In September 2015, the FASB issued ASU 2015-16 (ASC Topic 805), Business Combinations Simplifying the Accounting for Measurement-Period Adjustments. The amendments in this update require that an acquirer recognize measurement period adjustments in the period in which the adjustments are determined. The income effects of such measurement period adjustments are to be recorded in the same period’s financial statements but calculated as if the accounting had been completed as of the acquisition date. The impact of measurement period adjustments to earnings that relate to prior period financial statements are to be presented separately on the income statement or disclosed by line item. The amendments in this update are for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for public business entities for reporting periods for which financial statements have not yet been issued. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operations, financial position or cashflows.

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http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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settled, thus eliminating additional paid-in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. We are required to adopt this standard in the first quarter of fiscal 2018, but have early adopted this standard during the fourth quarter of fiscal 2016 as permitted. There was no impact upon adoption of this guidance since the recognition of income tax effects of awards was not materially different than amounts that had previously been recorded in our financial statements and we currently use an estimated average forfeiture rate to compute stock-based compensation expense.

Note 3 – Acquisition On December 28, 2015 (“Closing Date”), the Company completed the acquisition of Reliance Majestic Holdings LLC, (“CinemaNow”) a privately held company. The Company purchased 100% of the membership interest of CinemaNow. The initial cash payment was funded by Alkiviades (Alki) David, our Chairman and Chief Executive Officer, on our behalf, and the payment by Mr. David has been recorded as a capital contribution to our company. The Company purchased CinemaNow in order to enhance the Company’s on-line stream product. CinemaNow is an over-the-top provider that enables transactional digital storefronts across multiple territories by managing the entire content supply chain from licensing to encoding, storage, delivery and commerce reporting. CinemaNow performs this service for third parties and maintains its own storefront. Upon acquisition, CinemaNow became our wholly owned subsidiary. As the Closing Date was December 28, 2015, for accounting purposes the Company has consolidated CinemaNow as of December 31, 2015. The business activity between the Closing date and consolidation date are immaterial to the Company’s consolidated financial statements. The Company is accounting for the transaction under the acquisition method of accounting in accordance with the provisions of ASC Topic 805 Business Combinations (ASC 805).

The Company has estimated the fair value at the consideration due; subject to the contingent payments, (see below), as follows (in thousands):

Cash paid at closing $ 5,000 Cash Received (120) Deferred consideration 2,000

Contractual purchase price 6,880 Purchase price adjustment (2,000)

Adjusted purchase price $ 4,880

Deferred consideration The purchase consideration includes an additional (“Additional Consideration”) cash payment of $2,000,000 due on the six-month anniversary of the closing date (“Contingent Date”). However, if the Company has an effective registration statement on or before the Contingent Date, the Additional Consideration shall be paid in the Company’s common stock with an equivalent market value, on the Contingent Date, of $3,000,000. Since the Company cannot determine that a registration statement will become effective, management has estimated the additional consideration to be the cash payment of $2,000,000. As the settlement date has passed, we and CinemaNow are in discussions to settle the purchase price adjustment amount and the second cash payment owed to RMH on a net basis.

Purchase price adjustment The acquisition agreement stipulates that the purchase price be adjusted based on the actual net working capital (current assets less current liabilities) that existed as of December 28, 2015. For the calculation, the net working capital set at negative working capital deficit of $(1,500,000) (the “Base Net Liabilities”). If the actual net

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http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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liabilities is an amount in excess of the Base Net Liabilities, the purchase price is reduced for the amount in excess of the Base Net Liabilities. If the actual net liabilities is an amount below the Base Net Liabilities, the purchase price is increased for the amount below the Base Net Liabilities. Based on the terms of the acquisition agreement, the net working capital will be agreed upon 150 days after the Closing Date. The purchase price adjustment was $2,427,000 (actual net working capital, as defined in the agreement, of $3,927,000 less $1,500,000). The Company has estimated the adjusted purchase price to be $4,880,000. The Company has recorded a receivable of approximately $427,000 for the difference between the cash paid at closing and the estimated adjusted purchase price. The Company has recorded the contractual amounts due from the seller. The Company will use all means available to collect this claim. However, since the Company has not been able to confirm the financial creditworthiness and liquidity of the sellers, the Company has reserved for the full amount of the claim.

Purchase Price Allocation The Company negotiated the purchase price based on the expected cash flows to be derived from their operations after integration into the Company’s existing distribution, production and service networks. The acquisition purchase price is allocated based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates and third-party appraisals. The following table summarizes (in thousands) the preliminary fair values of the assets acquired and liabilities assumed related to the acquisition:

Current assets $ 610 Furniture and equipment 103 Intangible assets: Tradenames 1,800 Customer relationships 1,700 Studio relationships 7,600 Developed technology 4,800 15,900

Current liabilities (4,831) Deferred tax liability (2,816) Bargain purchase gain (4,086)

Consideration $ 4,880

Current assets and current liabilities Current assets of $610,000 consisted of trade receivables acquired with an expected future cash in flow of approximately $594,000 and other current assets of approximately $16,000. Current liabilities consisted of trade payables and other accruals of approximately $1,804,000 and royalties’ payable of approximately $3,027,000. The current liabilities of CinemaNow, as presented above, have been reduced by approximately $3,100,000 for which the sellers are contracted to settle from their proceeds from the purchase price.

Intangible Assets The developed technology intangible assets relate to CinemaNow’s products across all of their product lines that have reached technological feasibility, primarily the technology to operate the storefronts. Customer relationships represent existing contracted relationships with consumer electronic manufacturers, retailers, distributors and others. Studio relationships primarily relate to CinemaNow’s relationships with the studios and digitized content library. The estimated lives of each component is as follows:

Life in

Intangible Asset Years Developed technology 8 Studio relationships 4 Trade name 10 Customer relationships 6

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http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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The estimated fair values of the identifiable intangible assets, which include developed technology, trade names, studio relationships and customer relationships were primarily determined using either the relief-from-royalty or excess earnings methods. The rates utilized to discount net cash flows to their present values ranged from 23.5%-43.5% and were determined after consideration of the overall enterprise rate of return and the relative risk and importance of the assets to the generation of future cash flows. The estimated fair values of the studio relationships and content library were determined under the cost method.

The Company did not record any in process research and development assets as CinemaNow’s major technology projects are either substantially complete or primarily represent improvements and additional functionality to existing products for which a substantial risk of completion does not exist.

Developed technology, tradename and studio relationships and customer relationships will be amortized on a straight-line basis over their estimated useful lives.

Deferred tax liability The company has recorded a deferred tax liability for the difference between the book and tax basis of the intangible assets.

Unaudited Pro forma operating results The following unaudited pro forma information presents the combined results of operations as if the acquisition had been completed on January 1, 2014, the beginning of the comparative annual reporting period. The unaudited pro forma results include amortization associated with preliminary estimates for the acquired intangible assets on these unaudited pro forma adjustments.

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands):

Year ended December 31, 2015 2014 Revenues $ 23,287 $ 31,866

Net Loss $ (15,527) $ (16,763)

Basic and diluted loss per share $ (0.42) $ (0.45)

Note 4 – Prepaid Content Library, net Content Library consists of the following as of December 31 (in thousands):

2015 2014 Licensed content $ 2,123 $ 1,606 Accumulated amortization (1,659) (1,212)

Total content library 464 394 Less: Current 230 153

Non-current $ 234 $ 241

Note 5 – Property and Equipment, net Property and equipment are recorded at cost and presented net of depreciation.

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The components of property and equipment consist of the following as of December 31 (in thousands):

2015 2014 Furniture and Fixtures $ 187 $ 74 Computer and co-location equipment 4,138 3,786 Leasehold Improvements 47 —

4,372 3,860 Accumulated depreciation (2,986) (1,847)

Net book value $ 1,386 $ 2,013

Note 6 – Film library, net Film library consists of the following as of December 31 (in thousands):

2015 2014 Film Cost: Purchased $1,602 $1,262 Released 293 79

1,895 1,341 Less: accumulated amortization (172) (67)

$1,723 $1,274

At December 31, 2015 and 2014, acquired and produced film costs have remaining unamortized cost of approximately $1,723,000 and $1,274,000, respectively, which are amortized straight-line over a weighted-average remaining period of approximately 14 years. Assuming no changes in film library, the estimated amortization expense for each of the five succeeding years will be approximately $146,000 per year.

Note 7 – Intangibles Assets The components of intangible asset consist of the following as of December 31, (in thousands):

2015 Developed technology $ 4,800 Studio relationships 7,600 Tradename 1,800 Customer relationships 1,700 Less: accumulated amortization —

$15,900

Assuming no changes in our other intangible assets, the estimated amortization expense for each of the five succeeding years will be approximately $2,963,000 per year.

Note 8 – Accounts Payable and Other Current Liabilities Accounts payable and other current liabilities consisted of the following as of December 31 (in thousands):

2015 2014 Accounts payable $3,577 $4,585 Accrued Interest – related parties — 540 Accrued Expenses 2,689 929 Accrued Royalty Payments 3,027 —

$9,293 $6,054

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Note 9 – Related Parties During the normal course of business, the Group enters into various transactions with both Anakando Limited and other related parties. Details of these transactions are set out below:

Accounts payable and other current liabilities Accounts payable and other current liabilities as of December 31, 2015 and 2014 include accrued interest of $0 and $540,000, respectively for notes payables – related parties.

Notes Payable – related parties From time to time, the entities related to the Company’s director advanced funds to the Company, as notes payable, to fund the operations of the Company. Notes payable – related parties consisted of the following, as of December 31 (in thousands):

2015 2014 Note payable $— $3,794

Notes payable consisted of two notes each with a different entity related to the Company’s director. The Company issued a note payable to Talo Holdings Ltd that is unsecured, interest free with no fixed terms of repayment. The Company issued a note payable to Utopia Business Company Ltd that is unsecured bearing interest at 5% per annum with no fixed terms of repayment. In November 2015, the notes were transferred to the Company’s director, who contributed the note balances and accrued interest to additional paid-in capital totaling approximately $4,258,000.

Due to Director From time to time, Alkiviades (Alki) David advanced funds to the Company to fund the operations. These advances are unsecured, interest free with no fixed terms of repayment. The amounts due to the director as of December 31, 2015 and 2014 were $0 and $12,134,000, respectively. In November 2015, the aggregate balance of approximately $17,577,000 was contributed to additional paid-in capital; no shares were issued.

Advances to Related Entities The Company has advanced cash or paid expenses on behalf of its majority stockholder for companies owned and operated by the majority stockholder. The operations of the related entities are separate and unrelated to the operations of the Group. The cash advances and payments were performed as a matter of convenience, in the ability, for the stockholder to fund his global operations. The advances are unsecured, interest free with no fixed terms of repayment. In August of 2015, the related entities novated their debts due to/from the Company to the director. Since the director has legal title to the receivables and payables, the Group has established with the director the right to off-set the related parties receivable with the amounts due to director. The amounts due from (to) the related entities are as follows as of December 31 (in thousands):

2015 2014 Full On Entertainment, Ltd $— $ 90 111 Pictures, Ltd — (3) 9021GO.com, Inc. — 19 My Combat Channel, Inc. — 270 Have Faith Swimwear, LLC — 5 Battlecam.com, Inc. — 353 Anakando, Ltd — 371

$— $1,105

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In November 2015, the net amount due from related entities of approximately $651,000 was contributed to additional paid-in capital.

Additional paid-in capital For the years ended December 31, 2015 and 2014, the Director contributed $15,936,000 and $12,003,000, respectively, as additional paid-in capital to fund the Company’s operating deficits in the US operating entities. Also, the Group has advanced cash or paid expenses on behalf of its director for companies owned and operated, in the US, by the director. For the year ended December 31, 2015 and 2014, the amounts totaled $8,018,000 and $5,782,000, respectively.

Services provided by related party During the year ended December 31, 2015 and 2014, Alki David Productions, an entity owned by the Company’s Chairman and Chief Executive Officer, Alkiviades (Alki) David, performed production services for the Company. The production cost total approximately $300,000 and $78,000, respectively, which has been recorded as additions to intangible – film library.

The Company has contracted with 111 PIX UA to provide services for the development and maintenance of the Company’s technology platform. 111 PIX UA is owned and operated by the Company’s Chief Technology Officer, who is a stockholder of the Company. For the years ended December 31, 2015 and 2014, the Company has paid for these services approximately $1,413,000 and $1,265,000, respectively, which has been charged in platform technology and development expenses. There was no liability due to 111 PIX UA as of December 31, 2015 and 2014.

We have entered into oral, non-exclusive, royalty-free license agreements with each of BattleCam Inc. and HUSA Development Inc., which are owned by Anakando Limited, to stream and digitally distribute their content on our site. To date, no payments have been made to or by us pursuant our license agreements with BattleCam Inc. and HUSA Development Inc. There was no liability due to BattleCam Inc. and HUSA Development Inc. as of December 31, 2015 and 2014.

Note 10 – Commitments and Contingencies The Company leases its office space and data centers. The lease agreements, which expire at various dates through 2017, are subject to renewal options and provide for payments of taxes, insurance and maintenance. The lease agreements do not contain escalating payment clauses.

Future minimum lease payments under non-cancelable operating leases as of December 31, 2015 are as follows (in thousands):

For years ending December 31 Amount 2016 $ 445 2017 296

Total minimum future lease payments $ 741

Rent expense for the years ended December 31, 2015 and 2014, was approximately $380,000 and $225,000, respectively.

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difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a liability for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

The Company has been involved in a lawsuit that was initiated against one of the Company’s subsidiaries for copyright infringement. No loss accrual has been recorded in respect of this lawsuit as the amount of the loss cannot be reasonably estimated. However, for the years ended December 31, 2015 and 2014, the Company has recognized a loss accrual in the amount of $325,000 and $210,000, respectively, related to the contempt for violation of an injunction for two lawsuits filed in 2010.

Note 11 – Stockholders’ Equity (Deficit) Common Stock The Company has 100,000,000 shares of $0.001 par value common stock authorized and 37,312,500 shares issued and outstanding as of December 31, 2015 and 2014.

In September 2015, the Majority Stockholder advanced $4,650,000 to the Company. Subsequently, in November 2015, this balance was extinguished in consideration for the issue of 2,831,441 deferred shares priced at £1 per share, in FilmOn.TV UK Ltd, a subsidiary undertaking. These deferred shares do not carry voting rights nor do they provide participatory rights over the decision making of the Company.

In November 2015, the balance of amounts due to director were extinguished in consideration for the issue of 10,222,375 deferred shares priced at £1 per share, in FilmOn.TV UK Ltd, a subsidiary undertaking. These deferred shares do not carry voting rights, they do not provide participatory rights over the decision making of the Company, including receiving notice of or attend or vote at any general meeting of the Company nor are they transferable. Furthermore, a return of capital on liquidation, reduction of capital, dissolution, or winding up of the Company, realisation or otherwise is only received after the first GBP 5 billion is distributed to ordinary shareholders. The Company has not recognised a non-controlling interest due to the non-substantive nature of the rights attached to these deferred shares.

Restricted Stock Awards A summary of service-based restricted stock awards (“RSAs”) stock compensation activity is as follows:

Weighted Average Grant Date Number of Non-Vested Fair Value RSAs per RSA Non-vested at January 1, 2014 89,844 $ 0.03 Granted — — Vested 89,844 0.03 Forfeited — —

Non-vested at December 31, 2014 — — Granted — — Vested — — Forfeited — —

Non-vested at December 31, 2015 — $ —

The fair value of the awards was determined by an independent valuation company. The total fair value of shares vested during the year ended December 31, 2015 and 2014 was $0, and $3,000, respectively. Restricted stock awards expense is included in general and administrative expenses.

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The RSA’s vested with a certain percentage on the date of grant and the remaining over a service period. The date of grant vesting percentage ranged from 10% to 50%. The remaining amount vested over a service period ranging from 12 to 24 months.

Note 12 – Income Taxes We file a non-consolidated U.S. federal income tax return. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to us and our domestic subsidiaries. Additionally, we file tax returns in the UK. Information on Federal and where applicable state statutory tax rates and also by country are as follows:

United States FilmOn.TV Networks, Inc. is incorporated in the State of Delaware and is subject to the U.S. federal tax and state statutory tax rates up to 34% and 8.84%, respectively.

United Kingdom We have three operating subsidiaries in the UK, FilmOn.TV Ltd., FilmOn.TV UK Ltd. and FilmOn Line Marketing Ltd., and are subject to tax rates of 20.25% and 21.5% for the years ended December 31, 2015 and 2014, respectively.

Net Loss for Year Ended December 31, 2015 2014 (in thousands) United States $ 5,614 $ 4,975 Foreign 3,055 291

Loss before income taxes $ 8,669 $ 5,226

The components of provision for income taxes for all periods presented were as follows:

Year Ended December 31, 2015 2014 Current tax provision: Federal $ — $ — State — — Foreign — —

Total current — —

Deferred tax provision: Federal — — State — — Foreign — —

Total deferred — —

Provision for income taxes $ — $ —

We had no U.S. income taxes related to foreign withholding taxes associated with the repatriation of earnings of foreign subsidiaries due to us incurring losses in our foreign subsidiaries as of December 31, 2015 and 2014. If we have earnings in our foreign subsidiaries, we intend to reinvest these earnings indefinitely in our foreign subsidiaries.

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Effective Tax Rate Reconciliation A reconciliation of the provision for income taxes, with the amount computed by applying the statutory federal income tax rate to income before income taxes is as follows (in thousands): http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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Year Ended December 31, 2015 2014 Expected tax expense at US federal statutory rate of 34% $ (3,045) $ (1,980) State tax (5.8344% net of federal benefit) $ (308) $ (63) UK tax rate differential $ 419 $ 355 Effect of change in UK statutory rates $ 173 $ 218 Bargain purchase gain $ (1,508) $ — Other $ (59) $ 22 Change in valuation allowance $ 4,328 $ 1,448

Provision for income taxes $ — $ —

The components of deferred tax assets and liabilities were as follows (in thousands):

As of December 31, 2015 2014 Deferred tax assets (liabilities): Net Operating Losses $ 19,575 $ 15,242 Amortization 248 81 Accruals 129 140 Other $ 7 6

Total deferred tax assets 19,959 15,469 Valuation allowance (19,804) (15,469)

Deferred tax asset net of valuation allowance 155 — Depreciation (155) — Bargain purchase gain (2,816) —

Total tax liabilities (2,971) —

Net deferred tax liabilities (2,816) —

We have income tax net operating loss (“NOL’s”) carry-forwards related to our international operations of approximately of $20,679,000, which do not expire. We have income tax net operating loss carry-forwards for US federal and state of California of $37,853,000 and $43,283,000, respectively. Such NOL’s expire between 2031 and 2035. The utilization of these NOLs is dependent upon the Company’s ability to generate sufficient future taxable income in the US and UK where the net operating loss exist. In evaluating our ability to realize the net deferred tax assets, the Company considered all available positive and negative evidence, including its past operating results and the forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. As of December 31, 2015 and 2014, it was considered more likely than not that substantially all deferred tax assets would not be realized, and accordingly an appropriate valuation allowance was recorded.

As of December 31, 2015, Management considered that the Company had no uncertain tax positions affecting its consolidated balance sheet and statement of operations or cash flows, and will continue to evaluate for any uncertain position in future. There are no estimated interest costs and penalties provided in the Company’s consolidated financial statements for the years ended December 31, 2015 and 2014. The Company’s tax positions related to open tax years are subject to examination by the relevant tax authorities.

The Company files income tax returns in the U.S. Federal and various state and local jurisdictions. For Federal income tax purposes, the 2012 and thereafter remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, the 2011 through 2014 tax years remain open for examination by the tax authorities under a four-year statute of limitations.

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In the UK, the 2014 tax year remains open for examination by the tax authority under the normal one-year statute of limitation from date of submission.

Note 13 – Business Segments and Geographic Information As of December 31, 2014, the Company operated and internally managed a single operating segment. Accordingly, the Company does not accumulate discrete information with respect to separate product lines and does not have separate reportable segments.

Following the acquisition of CinemaNow as of December 28, 2015, the Company now operates and internally manages two distinct operating segments. The reportable segments are each managed separately because they operate and manage distinct products with different revenue models.

FOTV FOTV operates an internet-based IPTV platform serving video streams monthly to a global audience who watch the Company’s live programming, linear channels, and on demand movies, documentaries, podcasts, music videos and social TV services. The Company’s programming reaches satellite audiences via DISH Network in the US, Sky in the UK and FreeSat in Europe.

CinemaNow CinemaNow is an over-the-top provider that enables transactional digital storefronts across multiple territories by managing the entire content supply chain from licensing to encoding, storage, delivery and commerce reporting.

Since the acquisition of CinemaNow was recorded as of December 31, 2015, all operating activity for the years ended December 31, 2015 and 2014 are a result of the FOTV segment. The reportable assets by segment are as follows as of December 31, 2015:

2015 FOTV $ 7,547 CinemaNow 16,733

Total assets $24,280

Geographical information Total revenues are attributed to a particular geographic area based on the bill-to-location of the customer. The Company operates primarily in four geographic regions: United States of America, United Kingdom, Central Europe and Rest of the world. The following table presents total revenues by geographic regions for the year ended December 31 (in thousands):

2015 2014 United States $ 7,237 $ 6,500 Central Europe 4,320 4,613 United Kingdom 1,081 1,560 Rest of world 494 866

$13,132 $13,539

Note 14 – Subsequent Events OV Guide Inc. Acquisition On March 8, 2016, we completed the acquisition of OVGuide Inc. (“OVG”). For accounting purposes, we had effective control of OVG on February 29, 2016. Founded in 2006, OVG is a privately held company where users

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can search and discover video content on the internet. Also headquartered in Los Angeles, California, we believe this deal enables the Company to broaden its content offering by leveraging the innovative video search technology employed by OVG.

The acquisition took place using a statutory merger instrument which involved the Company issuing 1,007,814 shares of the Company’s common stock in exchange for 100% of the outstanding share capital and eligible share options in OVG, which subsequently became a wholly owned subsidiary of the Company. The Company is in the process of determining the fair value of the assets and liabilities acquired in accordance with ASC 805. The following information is based on management’s estimate.

The Company has estimated the fair value at the consideration due; subject to the contingent payments, (see below), as follows (in thousands):

Estimated fair value of shares issued $8,063 Estimated fair value of stock options purchased 903 Estimated cash acquired (51)

Purchase price $8,915

Fair value of shares issued The Company has estimated the fair value of the shares to be $8 per share for a total estimated value of $8,063,000. Of the total shares issuable, 100,782 shares are being held in an escrow (“Hold-Back Participants”). The Hold-Back Participants are being retained for indemnity obligations. Of the total Hold-Back Participants 50,391 will be released on the six-month anniversary of the acquisition and the remaining 50,391 will be released on the one-year anniversary of the acquisition.

Fair value of stock options purchased In accordance with the merger agreement, the Company was required to replace, with the Company’s stock options, the outstanding stock options, which were in the money, of OVG as of the date of the merger. As of the acquisition date, OVG had a total of 5,620,500 stock options, in the money, outstanding. Of the total stock options outstanding 5,135,823 options were vested. The value of the vested option was estimated to be $903,000. The Company has attributed the $903,000 as a component of the purchase price. The remaining value of the outstanding stock options will be treated as post-merger compensation. The Company estimated the value of the stock options using the Black-Scholes option pricing formula.

Bonus Shares The Company is obligated to issue shares of the Company’s common stock for an aggregate fair value of $800,000 as a bonus to key management (“Bonus Shares”). The Bonus Shares Plan will provide that (i) Bonus Shares will vest one year following closing, provided that the key employee remains employed by the Company or one the Company’s affiliates, except that the Bonus Shares will fully vest in the event of a termination of a key employee’s employment without cause; (ii) the Bonus Share, to the extent vested, shall be settled in shares of the Company’s common stock on the one year anniversary of the closing; and (iii) any Bonus Shares forfeited as a result of not vesting may be reallocated among the key employees within one year following the closing by mutual agreement between the chief executive officer of the Company and the chief executive officer of the OVG. The Company has determined that the bonus shares are post-merger compensation, as such, the bonus shares will be accounted for in accordance with ASC 718 Compensation – Stock Compensation and charged to income over the period earned.

Purchase price adjustment The acquisition agreement sets out a formula for issuing additional shares to the OVG shareholders if the Company does not succeed in having successful initial public offering (“IPO”) of its shares, with the US

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Securities and Exchange Commission, within twelve-months of the closing date. Also, if the share price, in the IPO, is less than $8, there is a formula for additional shares to the OVG shareholders, as follows:

(a) Upon the effectiveness of an IPO of Company that is consummated on or before the one-year anniversary of the closing, if the initial price to public of the Company’s common stock in the IPO is less than the Company’s common stock (Cash) value per share, then Company shall issue additional shares of Company’s common stock to the Holdback Participants, Option holders and Bonus Recipients (with each Holdback Participant, Option holder and Bonus Recipient having the right to receive such person’s Pro Rata Portion of such aggregate number of shares of the Company’s common stock), for no additional consideration), equal to (i) the quotient of (1) $10,000,000 divided by (2) the IPO True- Up Price (as defined below), minus (ii) the quotient of (1) $10,000,000 divided by (2) the Company’s common stock (cash) value per share. For purposes hereof, “IPO True-Up Price” means a price per share calculated by dividing the pre-money valuation of the Company for purposes of the IPO by the Company’s fully diluted capitalization immediately prior to the IPO; provided, that the IPO True-Up Price shall not exceed the Company’s common stock (cash) value per share and shall not be less than the price per share obtained by dividing $200,000,000 by the Company’s fully diluted capitalization immediately prior to the IPO.

(b) If the Company does not consummate an IPO on or before the one-year anniversary of the closing, then the Company shall issue additional shares of the Company’s common stock to the Holdback Participants, Option Holders and Bonus Recipients (with each Holdback Participant, Option holder and Bonus Recipient having the right to receive such person’s Pro Rata Portion of such aggregate number of shares of the Company’s common stock), for no additional consideration, equal to (i) the quotient of (1) $10,000,000 divided by (2) the Alternative True- Up Price (as defined below), minus (ii) the quotient of (1) $10,000,000 divided by (2) the Company’s common stock (cash) value per share. For purposes hereof, “Alternative True-Up Price” means a price per share calculated by dividing $250,000,000 by the Company’s fully diluted capitalization on the first day following the one-year anniversary of the closing.

Purchase Price Allocation The Company negotiated the purchase price based on the expected cash flows to be derived from their operations after integration into the Company’s existing distribution, production and service networks. The acquisition purchase price is allocated on a preliminary basis based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates and third-party appraisals. The following table summarizes (in thousands) the preliminary fair values of the assets acquired and liabilities assumed related to the acquisition:

Current assets $ 468 Property and equipment 12 Other assets 8 Intangible assets: Trade name 500 Customer relationships 4,200 Developed technology 1,300 6,000

Current liabilities (498) Notes payable (100) Deferred tax liability (2,390) Goodwill 5,415

Purchase price $ 8,915

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Intangible Assets The developed technology intangible assets relate to OVG’s products across all of their product lines that have reached technological feasibility, primarily the technology to operate the Company’s website. Customer relationships represent existing contracted relationships with affiliate marketing partners. The estimated lives of each component is as follows:

Life in Intangible Asset Years Trade name 10 Customer relationships 6 http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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Life in Intangible Asset Years Trade name 10 Customer relationships 6 Developed technology 8

The estimated fair values of the identifiable intangible assets, which include developed technology, trade name and customer relationships were primarily determined using either the relief-from-royalty or excess earnings methods. The rates utilized to discount net cash flows to their present values ranged from 24.5%-25.9% and were determined after consideration of the overall enterprise rate of return and the relative risk and importance of the assets to the generation of future cash flows. The estimated fair values of the studio relationships and content library were determined under the cost method.

The Company did not record any in process research and development assets as OVG’s major technology projects are either substantially complete or primarily represent improvements and additional functionality to existing products for which a substantial risk of completion does not exist.

Developed technology, trade names and customer relationships will be amortized on a straight-line basis over their estimated useful lives.

Deferred Tax Liability The Company has recorded a deferred tax liability for the difference between the book and tax basis of the intangible assets.

Hologram Acquisition In April 2016, the Company formed a wholly owned subsidiary Hologram USA FOTV Production Inc. (“Hologram”) as a vehicle to enter into a transaction with HUSA Development Inc. (“HUSA”), a company owned by the majority shareholder of the Company. Hologram acquired the net assets and liabilities of HUSA’S Holographic Projection System installation business (the “Business”), which constitute a business, as defined by ASC 805. The Business relates to the use of certain technology for projecting hologram images. The Business installs the projection equipment, on a permanent basis, in facilities that desire the ability to project hologram content. The purchase price is equal to the net book value of the Business, as defined by GAAP. The net book value has been estimated to be approximately $1,150,000, subject to final audited financial statements of the Business. The purchase price is due and payable within thirty-six months from May 11, 2016. Since the transaction is between entities under common control, the Company will account for the transaction on a carryover basis, and as such, financial statements will be revised to represent the new business, during the quarter ended June 30, 2016, when the transaction becomes effective, on a pooling of interest basis to include the Business from its date of inception in November 2015.

In conjunction with the acquisition of the Business, Hologram and HUSA have entered into an exclusive distribution agreement for Hologram to control the sales, licensing, distribution and other commercial exploitation of holograms owned by HUSA. The term of the distribution agreement is five years, with successive one-year extensions unless written notice of termination by either party. The parties will share, in equal proportion, the net revenues from all exploitation of the holograms. Net revenues is defined as the gross revenue less all direct costs and expenses incurred by Hologram in the distribution and commercial exploitation of the holograms.

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Issuance of preferred stock On May 2, 2016, we received gross proceeds of $2,214,394 from a private placement of our series A preferred stock (the “2016 Private Placement”), convertible into 345,997 shares of our common stock, and warrants to purchase 51,894 shares of common stock, pursuant to the terms of a Securities Purchase Agreement with a small number of accredited investors. We subsequently received on June 24, 2016, an additional $225,600 in gross proceeds from the sale of our series A preferred stock, convertible into 35,250 shares of our common stock, and warrants to purchase 5,287 shares of common stock, in a second closing of the 2016 Private Placement. The series A preferred stock is convertible into shares of common stock automatically upon the initial closing of this offering. The conversion price of the series A preferred stock is $6.40 per share, representing a 20% discount to the initial public offering price per share in this offering. The conversion price is subject to adjustment if at any time during the period commencing on the closing date of this offering and ending on the first anniversary of that date, we issue in a financing additional shares of common stock or other equity or equity linked securities that exceed an aggregate of 10,000 shares at a purchase, conversion or exercise price less than $6.40 per share. In any such case, we have agreed to issue additional shares of common stock to the investors so that the effective purchase price per share in the 2016 Private Placement is the same per share purchase, conversion or exercise price of such additional shares.

Issuance of warrants As of June 30, 2016, there were warrants to purchase 76,108 shares of our common stock outstanding (inclusive of warrants issued to the placement agent), which were sold in connection with the 2016 Private Placement. Each investor was issued, for no additional consideration, a three-year warrant to purchase a number of shares of our common stock as was equal to 15% of the number of shares into which the series A preferred stock purchased is convertible. The warrants are exercisable commencing upon the closing date of the Company’s initial public offering. The warrants have an exercise price equal to $8.00 per share, the initial public offering price per share in this offering.

Issuance of common stock During the three-month period ended March 31, 2016, the Majority Shareholder purchased from the Company 636,125 shares of the Company’s common stock. The purchase price was $8.00 per share for an aggregate purchase price of approximately $5,089,000. The shares were issued in April 2016.

For the period from April 1, 2016 through June 30, 2016, the Majority Shareholder purchased from the Company 193,750 shares of the Company’s common stock. The purchase price was $8.00 per share for an aggregate purchase price of approximately $1,550,000.

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FOTV Media Networks Inc. Condensed Consolidated Balance Sheets (in thousands, except for share amounts and par value amounts)

December 31, March 31, 2016 2015 (Unaudited) Assets Current assets: Cash and cash equivalents $ 1,488 $ 659 Accounts receivable, net 2,054 3,190 Advances to related entities 588 — Inventory 71 12 Current prepaid content library, net 17 230 Other current assets 1,368 919

Total current assets 5,586 5,010 http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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FOTV Media Networks Inc. Condensed Consolidated Balance Sheets (in thousands, except for share amounts and par value amounts)

Total current assets 5,586 5,010 Non-current prepaid content library, net 312 234 Property and equipment, net 1,321 1,386 Film library, net 1,744 1,723 Intangibles 21,127 15,900 Goodwill 5,415 — Other non-current assets 23 27

Total assets $ 35,528 $ 24,280

Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and other current liabilities, including related parties $ 10,068 $ 9,293 Deferred Revenue 227 230 Notes payable – related parties 100 — Deferred tax liability – current portion 325 176

Total current liabilities 10,720 9,699 Deferred tax liability, less current portion 4,825 2,640

Total liabilities 15,545 12,339

Commitments and contingencies Stockholders’ equity: Common Stock, $0.001 par value; 38,956,412 and 37,312,500 shares issued and outstanding 39 37 Additional paid-in capital 83,131 68,979 Accumulated deficit (63,432) (57,402) Accumulated other comprehensive income 245 327

Total stockholders’ equity 19,983 11,941

Total liabilities and stockholders’ equity $ 35,528 $ 24,280

The accompanying notes are an integral part of these condensed consolidated interim financial statements

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FOTV Media Networks Inc. Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except for share and per share amounts)

For the three months ended March 31, 2016 2015 http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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FOTV Media Networks Inc. Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except for share and per share amounts)

For the three months ended March 31, 2016 2015 (Unaudited) (Unaudited) Revenues $ 3,489 $ 2,236 Cost of revenues (3,864) (2,628) Platform technology and development expenses (535) (396) Depreciation expenses (1,167) (353) General and administrative expenses (4,009) (2,462)

Loss before income taxes (6,086) (3,603) Provision for income taxes 56 —

Net loss (6,030) (3,603) Other comprehensive income Foreign currency translation (loss) gain (82) 579

Comprehensive loss $ (6,112) $ (3,024)

Net loss per share – basic and diluted $ (0.16) $ (0.08)

Weighted-average common shares outstanding Basic and diluted 37,784,441 37,312,500

The accompanying notes are an integral part of these condensed consolidated interim financial statements

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FOTV Media Networks Inc. Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)

For the three months ended March 31, 2016 2015 (Unaudited) (Unaudited) Cash Flows From Operating Activities: Net Loss $ (6,030) $ (3,603) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Additions to prepaid content library (40) (197) Depreciation and amortization expense 1,275 393 Stock option expense 99 — Deferred tax liability (56) — Changes in operating assets and liabilities: Account receivable 1,503 4,777 Inventory (59) — Other current assets (446) (19) Other assets 10 — Accounts payable and other current liabilities 305 (277) Deferred Revenue (2) 21

Net Cash (Used in) Provided by Operating Activities (3,441) 1,095

Cash Flows From Investing Activities: Purchase of property and equipment (234) (116) Additions to intangible – film library (53) (101)

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FOTV Media Networks Inc. Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)

Net Cash (Used in) Provided by Operating Activities (3,441) 1,095

Cash Flows From Investing Activities: Purchase of property and equipment (234) (116) Additions to intangible – film library (53) (101) Advances to related parties (588) (55) Cash paid for acquisition, net of cash received 51 —

Net Cash Used in Investing Activities (824) (272)

Cash Flows From Financing Activities: Issuance of common stock for cash 5,089 — Capital contribution from stockholder — 1,723 Capital distributions to stockholder — (1,520) Proceeds from issuance of notes payable — 516 Advances from director, net — 303

Net Cash Provided by Financing Activities 5,089 1,022

Net Increase in cash and cash equivalents 824 1,845 Effect of exchange rate differences on cash and cash equivalents 5 74 Cash and cash equivalents, Beginning of Period 659 360

Cash and cash equivalents, End of Period $ 1,488 $ 2,279

Supplemental disclosure of cash flow information: Cash paid for interest $ — $ —

Cash paid for income taxes $ — $ —

Noncash investing and financing activities: Shares of common stock for acquisition of OVG $ 8,063 $ —

The accompanying notes are an integral part of these condensed consolidated interim financial statements

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FOTV Media Networks Inc.

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FOTV Media Networks Inc. Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Three Months Ended March 31, 2016 (Unaudited) (in thousands, except for share amounts)

Common Stock Accumulated Total Additional Other Stockholders’ Accumulated Comprehensive Paid-In Equity Shares Amount Capital Deficit Income/(Loss) (Deficit) January 1, 2016 37,312,500 $ 37 $ 68,979 $ (57,402) $ 327 $ 11,941 Issuance of common stock 636,096 1 5,088 — — 5,089 Issuance of common stock for acquisition 1,007,816 1 8,062 — — 8,063 Fair value of stock options issued for acquisition — — 903 — — 903 Equity securities, compensation expense — — 99 — — 99 Foreign currency translation adjustment — — — — (82) (82) Net loss — — — (6,030) — (6,030)

March 31, 2016 38,956,412 $ 39 $ 83,131 $ (63,432) $ 245 $ 19,983

The accompanying notes are an integral part of these condensed consolidated interim financial statements

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FOTV Media Networks Inc. Notes to the Unaudited Condensed Consolidated Financial Statements For the Three Months March 31, 2016 and 2015

Basis of Presentation The accompanying interim condensed consolidated financial statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2016, results of operations for the three months ended March 31, 2016 and 2015, and cash flows for the three months ended March 31, 2016 and 2015. The Company’s results for an interim period are not necessarily indicative of the results that may be expected for the year.

Although the Company believes that all adjustments necessary for a fair presentation of the interim periods presented are included and that the disclosures are adequate, these condensed consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in this prospectus. The accompanying balance sheet at December 31, 2015 has been derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America.

The interim condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern (see Note 1—Going Concern).

Reverse Stock Split On November 10, 2015, our Board of Directors and the holder of a majority of the outstanding shares of our common stock approved an amendment to our certificate of incorporation to effect a 0.375-for-1 reverse stock split of our outstanding common stock and authorized our executive officers to implement such reverse stock split at such time as they deem advisable. In February 2016, the executive officers, implemented the reverse stock split decreasing the Company’s common stock outstanding from 99,500,000 shares to 37,312,500 shares. As such all share and per share numbers have been adjusted to reflect the reverse stock split.

Going Concern The accompanying condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses since its inception. The Company incurred a net loss of $6,030,000 and used $3,441,000 in cash from operations during Q1 2016, and had an accumulated deficit of $63,432,000 as of March 31, 2016. Since inception, the Company has financed

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its activities principally from regular financing injections from its shareholder. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with development of its operating activities.

The Company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a consolidated net loss of approximately $6.0 million for the three months ended March 31, 2016.

In December 2015 and February 2016, we made strategic acquisitions of businesses in order to increase our ability to generate future cash flows and enhance product offerings.

In May 2016 and June 2016, the Company raised $2.5 million through a private placement via the accelerated book-building procedure. The private placement has allowed the Company to place 381,000 new Series A Convertible Preferred Stock (see Note 6).

In quarter 2, 2016, the majority shareholder purchased 193,750 shares of common stock for a purchase price of $1.6 million (see Note 6).

There can be no assurance however that such financing will be available in sufficient amounts, when and if needed, on acceptable terms or at all. If results of operations for 2016 do not meet management’s expectations, or additional capital is not available, management believes it has the ability to reduce certain expenditures. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the market demand for the Company’s products, the quality of product development efforts, management of working capital, and continuation of normal payment terms and conditions for purchase of services. The Company is uncertain whether its cash balances and cash flow from operations will be sufficient to fund its operations for the next twelve months. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows for operations, then the Company will need to raise additional funding to continue as a going concern through its major shareholder, or through other avenues.

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Note 2 – Acquisition OV Guide Inc. Acquisition On March 8, 2016, we completed the acquisition of OVGuide Inc. (“OVG”). For accounting consideration, we had effective control of OVG on February 29, 2016. Founded in 2006, OVG is a privately held company where users can search and discover video content on the internet. Also headquartered in Los Angeles, California, we believe this deal enables the Company to broaden its content offering by leveraging the innovative video search technology employed by OVG.

The acquisition took place using a statutory merger instrument which involved the Company issuing 1,007,816 shares of the Company’s common stock in exchange for 100% of the outstanding share capital and eligible share options in OVG, which subsequently became a wholly owned subsidiary of the Company. The Company is in the process of determining the fair value of the assets and liabilities acquired in accordance with ASC 805. The following information is based on management’s estimate.

The Company has estimated the fair value at the consideration due; subject to the contingent payments, (see below), as follows (in thousands):

Estimated fair value of shares issued $8,063 Estimated fair value of stock options purchased 903 Estimated cash acquired (51)

Purchase price $8,915

Fair value of stock options purchased In accordance with the merger agreement, the Company was required to replace, with the Company’s stock options, the outstanding stock options, which were in the money, of OVG as of the date of the merger. As of the acquisition date, OVG had a total of 5,620,500 stock options, in the money, outstanding. Of the total stock options outstanding 5,135,823 options were vested. The value of the vested option was estimated to be $903,000. The Company has attributed the $903,000 as a component of the purchase price. The remaining value of the outstanding stock options will be treated as post-merger compensation and be charged to income over the vesting period of one year. The Company estimated the value of the stock options to be approximately $259,000 using the Black-Scholes option pricing formula.

Bonus Shares The Company is obligated to issue shares of the Company’s common stock for an aggregate fair value of $800,000 as a bonus to key employees (“Bonus Shares”). The Bonus Shares Plan will provide that (i) Bonus Shares will vest one year following closing, provided that the key employee remains employed by the Company or one the Company’s affiliates, except that the Bonus Shares will fully vest in the event of a termination of a key employee’s employment without cause; (ii) the Bonus Share, to the extent vested, shall be settled in shares of the Company’s common stock on the one year anniversary of the closing; and (iii) any Bonus Shares forfeited as a result of not vesting may be reallocated among the key employees within one year following the closing by

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mutual agreement between the chief executive officer of the Company and the chief executive officer of the OVG. The Company has determined that the bonus shares are post-merger compensation, as such, the bonus shares will be accounted for in accordance with ASC 718 Compensation – Stock Compensation and charged to income over the period earned.

Purchase price adjustment The acquisition agreement sets out a formula for issuing additional shares to the OVG shareholders if the Company does not succeed in having a successful initial public offering (“IPO”) of its shares, with the US Securities and Exchange Commission, within twelve-months of the closing date. Also, if the share price, in the IPO, is less than $8, there is a formula for additional shares to the OVG shareholders, as follows:

The Company’s management has evaluated the above provision and determined the provision to be a free-standing derivate instrument in accordance with ASC 815 - Derivatives and Hedging. As such, the Company will fair value the instrument, each reporting period, with the fair value adjustment to the statement of operations. At issuance date the fair value of the derivative was $nil, and at March 31, 2016, the fair value of the derivative was also estimated by management to be $nil.

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Current assets $ 468 Property and equipment 12 Other assets 8 Intangible assets: Trade name 500 Customer relationships 4,200 Developed technology 1,300 6,000

Current liabilities (498) Notes payable (100) Deferred tax liability (2,390) Goodwill 5,415

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Purchase Price Allocation The Company negotiated the purchase price based on the expected cash flows to be derived from their operations after integration into the Company’s existing distribution, production and service networks. The acquisition purchase price is allocated on a preliminary basis based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates and third-party appraisals. The following table summarizes (in thousands) the preliminary fair values of the assets acquired and liabilities assumed related to the acquisition:

Current assets $ 468 Property and equipment 12 Other assets 8 Intangible assets: Trade name 500 Customer relationships 4,200 Developed technology 1,300 6,000

Current liabilities (498) Notes payable (100) Deferred tax liability (2,390) Goodwill 5,415

Purchase price $ 8,915

Life in

Intangible Asset Years Trade name 10 Customer relationships 6 Developed technology 8

Developed technology, trade names and customer relationships will be amortized on a straight-line basis over their estimated useful lives.

Deferred tax liability The Company has recorded a deferred tax liability for the difference between the book and tax basis of the intangible assets.

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Unaudited Pro forma operating results The following unaudited pro forma information presents the combined results of operations as if the acquisition had been completed on January 1, 2015, the beginning of the comparative interim reporting period. The unaudited pro forma results include amortization associated with preliminary estimates for the acquired intangible assets on these unaudited pro forma adjustments.

Net Loss $(6,541) $(4,187)

Basic and diluted loss per share (0.17) (0.11)

Note 3 – Related Parties

During the normal course of business, the Group enters into various transactions with both Anakando Limited and other related parties whereby the Company or the related parties pay expense on behalf of the other company. As of March 31, 2016, the net balance due from the related parties (ETV, Inc., Hologram USA Production Inc., Alki David Productions, Inc. and Hologram USA, Inc.) was approximately $588,000.

Notes Payable – related parties Notes payable to related parties consisted of the following as of March 31, 2016

$50,000 note payable to a shareholder of the Company, dated December 31, 2011 and due within 24 months of shareholder’s conversion of their preferred shares into common shares, interest at 2.38% per annum $ 50,000 $25,000 note payable to a shareholder of the Company, various dates, due on demand, interest at 2.38% per annum 25,000 $25,000 note payable to a shareholder of the Company, various dates, due on demand, interest at 2.38% per annum 25,000

Total notes payable $100,000

Services provided by related party During the three months ended March 31, 2016 and 2015, Alki David Productions, an entity owned by the Company’s Chairman and Chief Executive Officer, Alkiviades (Alki) David, performed production services for the Company. The production cost totaled approximately $38,000 and $102,000, respectively, which has been recorded as additions to intangible – film library.

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Company has paid for these services approximately $426,000 and $360,000, respectively, which has been charged in platform technology and development expenses. There was no liability due to 111 PIX UA as of March 31, 2016 and 2015, respectively.

Note 4 – Stockholders’ Equity For the three months ended March 31, 2016, the Director contributed $5,089,000 to fund the Company’s operating deficits. The Company issued to the Director 636,096 shares of the Company’s common stock at a value of $8.00 per share as settlement for the contribution.

Stock Options In conjunction with the acquisition of OVG, the Company was required to issue stock options to purchase 5,620,500 shares of the Company’s common stock (“Options”). The Options were issued to the OVG employees who held OVG stock option that were vested and in-the-money at the date of the acquisition. The Options have a strike price of $2.0503, expire three months from the date the employee terminates employment with the Company. The Options shall vest 50% on the six-month anniversary of the Closing, and the remaining 50% shall vest in equal monthly installments over the six months thereafter. As of March 31, 2016, none of the options were vested, the weighted average fair value was approximately $0.21 per option for a total aggregate fair value of approximately $1,162,000.

During the three months ended March 31, 2016, the Company expensed approximately $32,000.

Note 5 – Business Segments and Geographic Information As of December 31, 2014, the Company operated and internally managed a single operating segment. Accordingly, as of such time the Company did not accumulate discrete information with respect to separate product lines and does not have separate reportable segments.

Following the acquisition of CinemaNow on December 28, 2015 and OVG on February 29, 2016, the Company now operates and internally manages three distinct operating segments. The reportable segments are each managed separately because they operate and manage distinct products with different revenue models.

OVG OVG is the comprehensive guide that facilitates the discovery, and consumption, of online video. OVG cross platform service has millions of monthly users globally across desktop, mobile web, iOS, Android and Roku. The OVG portal provides millions of ad supported videos across over 20 categories, but is focused on Movies and TV shows. OVG provides this service with a robust, automated, cloud based infrastructure that includes a comprehensive OTT data set, a streaming video platform that supports OVG and third party applications, and proprietary tagging technology.

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FOTV CinemaNow OVG Consolidated http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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Since the acquisition of CinemaNow was recorded as of December 31, 2015 and OVG was recorded as of February 29, 2016, all operating activity for the three months March 31, 2015 are a result of the FOTV segment. The reportable operations by segment are as follows for the three months ended March 31, 2016:

FOTV CinemaNow OVG Consolidated Revenues $ 1,550 $ 1,712 $ 227 $ 3,489 Loss before income taxes $(4,295) $ (1,464) $(327) $ (6,086)

Total segment assets as of March 31, 2016:

FOTV $ 8,504 OVGuide 11,909 CinemaNow 15,115

Total assets $35,528

Geographical information Total revenues are attributed to a particular geographic area based on the bill-to-location of the customer. The Company operates primarily in four geographic regions: North America, United Kingdom, Central Europe and Rest of the world. The following table presents total revenues by geographic regions for the three months ended March 31 (in thousands):

2016 2015 North America $2,639 $ 588 Central Europe 434 851 United Kingdom 292 761 Rest of world 124 36

$3,489 $2,236

For each of the three months ended March 31, 2016 and 2015, the Company had one customer whose revenue was approximately 12% of total revenue.

Note 6 – Subsequent Events Hologram Acquisition In April 2016, the Company formed a wholly owned subsidiary Hologram FOTV Production Inc. (“Hologram”) as a vehicle to enter into a transaction with HUSA Development Inc. (“HUSA”), a company owned by the majority shareholder of the Company. Hologram acquired the net assets and liabilities of HUSA’S Holographic Projection System installation business (the “Business”), which constitute a business, as defined by ASC 805. The Business relates to the use of certain technology for projecting hologram images. The Business installs the projection equipment, on a permanent basis, in facilities that desire the ability to project hologram content. The purchase price is equal to the net book value of the Business, as defined by GAAP. The net book value has been estimated to be approximately $1,150,000, subject to final audited financial statements of the Business. The purchase price is due and payable within thirty-six months from May 11, 2016. Since the transaction is between entities under common control, the Company will account for the transaction on a carryover basis, and as such, financial statements will be revised to represent the new business, during the quarter ended June 30, 2016, when the transaction becomes effective, on a pooling of interest basis to include the Business from its date of inception in November 2015.

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exploitation of holograms owned by HUSA. The term of the distribution agreement is five years, with successive one-year extensions unless written notice of termination by either party. The parties will share, in equal proportion, the net revenues from all exploitation of the holograms. Net revenues is defined as the gross revenue less all direct costs and expenses incurred by Hologram in the distribution and commercial exploitation of the holograms.

Issuance of Series A Preferred Stock On May 2, 2016, we received gross proceeds of $2,214,394 from a private placement of our series A preferred stock (the “2016 Private Placement”), convertible into 345,997 shares of our common stock, and warrants to purchase 51,894 shares of common stock, pursuant to the terms of a Securities Purchase Agreement with a small number of accredited investors. We subsequently received on June 24, 2016, an additional $225,600 in gross proceeds from the sale of our series A preferred stock, convertible into 35,250 shares of our common stock, and warrants to purchase 5,287 shares of common stock, in a second closing of the 2016 Private Placement. The series A preferred stock is convertible into shares of common stock automatically upon the initial closing of this offering. The conversion price of the series A preferred stock is $6.40 per share, representing a 20% discount to the initial public offering price per share in this offering. The conversion price is subject to adjustment if at any time during the period commencing on the closing date of this offering and ending on the first anniversary of that date, we issue in a financing additional shares of common stock or other equity or equity linked securities that exceed an aggregate of 10,000 shares at a purchase, conversion or exercise price less than $6.40 per share. In any such case, we have agreed to issue additional shares of common stock to the investors so that the effective purchase price per share in the 2016 Private Placement is the same per share purchase, conversion or exercise price of such additional shares.

Issuance of common stock For the period from April 1, 2016 through June 16, 2016, the Majority Shareholder purchased from the Company 193,750 shares of the Company’s common stock. The purchase price was $8.00 per share for an aggregate purchase price of approximately $1,550,000.

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INDEPENDENT AUDITOR’S REPORT

Management and Members of Reliance Majestic Holdings, LLC Beverly Hill, California

Report on the Financial Statements

We have audited the accompanying consolidated balance sheets of Reliance Majestic Holdings, LLC as of December 31, 2015 and 2014 and the related statements of operations, changes in members’ interest and cash flows for each of the two years in the period ended December 31, 2015.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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L ICHTER , Y U AND A SSOCIATES , I NC . C ERTIFIED P UBLIC A CCOUNTANTS

16133 V ENTURA B LVD ., SUITE 450 E NCINO , C ALIFORNIA 91436 T EL (818)789-0265 F AX (818) 789-3949

INDEPENDENT AUDITOR’S REPORT

Management and Members of Reliance Majestic Holdings, LLC Beverly Hill, California

Report on the Financial Statements

Management’s Responsibility for the Financial Statements

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Reliance Majestic Holdings, LLC at December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has negative working capital that raises a substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Lichter, Yu and Associates, Inc.

Encino, California June 23, 2016

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Reliance Majestic Holdings, LLC Consolidated Balance Sheet (in thousands)

As of December 31, 2015 2014 Assets Current assets Cash and cash equivalents $ 120 $ 3,331 Accounts receivable, net 594 2,318 Other receivables 575 401 Other current assets 16 34

Total current assets 1,305 6,084 Property and equipment, net 110 185 Intangible assets 11,567 16,780 Note receivable – related party — 300

Total assets $12,982 $23,349

Liabilities and Members’ Interests Current liabilities Accounts payable and accrued expenses $ 5,931 $ 7,855 Note payable 2,000 —

Total current liabilities 7,931 7,855 Note payable — 2,000

Total liabilities 7,931 9,855

Commitments and contingencies — — Members’ Interest 5,051 13,494

Total liabilities and members’ interest $12,982 $23,349

The accompanying notes are an integral part of these consolidated financial statements

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Reliance Majestic Holdings, LLC Consolidated Statements of Operations (in thousands)

For the Year Ended December 31, 2015 2014 Revenues $ 10,155 $ 18,327 Cost of revenues (6,888) (14,284) Technology and development expense (1,793) (3,500) Depreciation and amortization expense (3,915) (3,922) Impairment of intangible assets (1,373) (7,373) General and administrative expenses (2,944) (8,842)

Loss from operations (6,758) (19,594) Other income (expense) Interest income — 18 Interest expense (100) (101)

Net loss $ (6,858) $ (19,677)

The accompanying notes are an integral part of these consolidated financial statements

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Reliance Majestic Holdings, LLC Consolidated Statements of Cash Flows (in thousands)

For the Year Ended December 31, 2015 2014 Cash Flows From Operating Activities Net loss $ (6,858) $ (19,677) Adjustments to reconcile net loss to net cash used in operating activities: Impairment of intangible assets 1,373 7,373 Depreciation and amortization expense 3,915 3,922 Changes in operating assets and liabilities Accounts receivable, net 1,724 4,872 Other receivables (174) 2,468 Other current assets 18 1,374 Other non-current assets 300 — Accounts payable and accrued expenses (1,924) (1,471)

Net Cash Used in Operating Activities (1,626) (1,139)

Cash Flows From Investing Activities Purchase of property and equipment — (118)

Net Cash Used in Investing Activities (118)

Cash Flows From Financing Activities Capital distributions, net (1,585) (1,966)

Net Cash Used in Financing Activities (1,585) (1,966)

Net decrease in Cash (3,211) (3,223) Cash, Beginning of Period 3,331 6,554

Cash, End of Period $ 120 $ 3,331

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Reliance Majestic Holdings, LLC Consolidated Statements of Cash Flows (in thousands)

Net Cash Used in Operating Activities (1,626) (1,139)

Cash Flows From Investing Activities Purchase of property and equipment — (118)

Net Cash Used in Investing Activities (118)

Cash Flows From Financing Activities Capital distributions, net (1,585) (1,966)

Net Cash Used in Financing Activities (1,585) (1,966)

Net decrease in Cash (3,211) (3,223) Cash, Beginning of Period 3,331 6,554

Cash, End of Period $ 120 $ 3,331

Supplemental disclosure of cash flow information: Cash paid for interest $ — $ —

Cash paid for income taxes $ — $ —

Noncash investing and financing activities: $ — $ —

The accompanying notes are an integral part of these consolidated financial statements

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Reliance Majestic Holdings, LLC Consolidated Statements of Members’ Interest (in thousands)

2015 2014 Balance beginning of year $13,494 $ 35,137 Distributions (1,585) (1,966) Net loss (6,858) (19,677)

Balance end of year $ 5,051 $ 13,494

The accompanying notes are an integral part of these consolidated financial statements

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Reliance Majestic Holdings, LLC Notes to Consolidated Financial Statements Years Ended December 31, 2015 and 2014

Note 1 – Basis of Presentation Nature of operations Reliance Majestic Holdings, LLC (the “Company”, “we”, “our”, or “us”) is an over-the-top provider that enables transactional digital storefronts across multiple territories by managing the entire content supply chain from licensing to encoding, storage, delivery and commerce reporting. The Company performs this service for third parties and maintains its own storefront.

Basis of Presentation The Company was formed in July 2013. On September 1, 2013, the Company completed an asset acquisition for the operations of the Rovi Entertainment Store (“RES”) from Rovi Corporation (“Rovi”). The asset acquisition was determined to be a business, since the Company purchased the tangible and intangible asset, workforce and contractual arrangements used by Rovi to conduct the operations of RES. The acquisition purchase price was allocated based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates and third-party appraisals.

Effective December 28, 2015, FOTV Media Networks Inc. (“FOTV”) purchased 100% of the membership interests of the Company.

Going Concern The accompanying consolidated financial statements are prepared in conformity with accounting principles general accepted in the United States (“U.S. GAAP”). The consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced recurring losses in past years. The Company incurred a net loss of approximately $6,858,000 and used approximately $1,626,000 in cash to fund operations during 2015. The Company expects to incur additional losses in the future in connection with development of its operating initiative. Since inception, the Company has financed its activities principally from a capital injection in the year ended December 31, 2013 from Rovi at the time of the Company’s acquisition of RES.

The Company is subject to a number of risks similar to those of other similar stage companies, including uncertainty of product development and generation of revenues; dependence on outside sources of capital; risks associated with research, development; dependence on third-party content providers, suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fulfil its development activities and generating a level of revenues adequate to support the company’s cost structure.

The Company does not have sufficient capital to fund its plan of operations over the next twelve months. To meet its future strategic objectives, the company continues to significantly invest in marketing and research and development, which requires it to continue to explore alternative sources of capital to meet their ongoing cash needs. The future viability of the company is dependent on its ability to generate cash from operating activities, to raise additional capital to finance its operations or to make sufficient sales of the its products. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.

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There can be no assurance that such capital will be available in sufficient amounts, when and if needed, on acceptable terms or at all. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Note 2 – Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary CinemaNow, LLC, which is a dormant company with no activities. All intercompany balances and transactions have been eliminated in consolidation.

On an ongoing basis, estimates included the following:

• The useful lives of property and equipment and intangible assets; and

• Assumptions used in determining the need for, and amount of, a valuation allowance on net deferred tax assets.

Fair Value of Financial Instruments The carrying amount of our cash and cash equivalents, receivables from customers, accounts payable, accrued expenses and notes payable approximates fair value because of the short maturity and liquidity of those instruments.

Fair Value Measurement Financial assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs in the valuation techniques as follows:

Level 3 – Financial assets and liabilities whose values are based on unobservable inputs for the asset or liability.

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Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, and accounts receivable. Accounts receivable are typically unsecured and are derived from monthly maintenance services provided to maintain the Company’s customers’ storefronts. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. As of December 31, 2015 and 2014, the allowances for doubtful accounts were $0 and $845,000, respectively.

During the year ended December 31, 2015, the Company had one customer whose revenue was 16.6% of total revenue. During the year ended December 31, 2014, the Company had one customer whose revenue was 14.0% of total revenue.

Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the years presented.

Acquired finite-lived intangible, the trade name “CinemaNow”, customer relationships, studio relationships and developed technology, assets are amortized on a straight-line basis over the estimated useful lives of such assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life.

Impairment of Long-Lived Assets We evaluate impairment losses on long-lived assets used in operations when events and changes in circumstances indicate that the assets might be impaired. If our review indicates that the carrying value of an asset will not be recoverable, based on a comparison of the carrying value of the asset to the undiscounted future cash flows, the impairment will be measured by comparing the carrying value of the asset to its fair value. Fair value will be determined based on quoted market values, discounted cash flows or appraisals. Impairments of property and equipment are recorded in the statement of operations as part of depreciation expense. See Note 6 – Intangible Assets for details of the impairment of intangible assets for the years ended December 31, 2015 and 2014.

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Revenue Recognition The Company recognizes service fees it receives from customers and others for operating their storefronts on a straight-line basis over the period it is providing services. The Company recognizes transaction revenue from the sale or rental of individual content titles in the period when the content is purchased and delivered. Transaction revenue is recorded on a gross basis when the Company is the principal in the transaction and is recorded net of payments to content owners and others when the Company is acting as an agent. The Company is generally the principal in the transaction when it is the merchant of record and is licensing the content distribution rights. For the years ended December 31, 2015 and 2014, the Company was the merchant of record for all transactional revenue.

Leases Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Company (a “capital lease”), the asset is treated as if it had been purchased outright. The amount initially recognized as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. Lease payments are analyzed between capital and interest. The interest element is charged to the consolidated statement of operations and comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed to the lessor.

Where substantially all of the risks and rewards incidental to ownership are not transferred to the Company (an “operating lease”), the total rentals payable under the lease are charged to the consolidated statement of operations and comprehensive income on a straight-line basis over the lease term. The aggregate benefit of lease incentives is recognized as a reduction of the rental expense over the lease term on a straight-line basis. Several lease agreements contain rent escalation clauses. For purposes of recognizing minimum rental expenses on a straight-line basis over the terms of the leases, the Company uses the date of initial possession to begin amortization, which is generally when the Company enters the space and begins to make improvements in preparation for intended use. For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, the Company records minimum rental expenses on a straight-line basis over the terms of the leases in the Consolidated Statements of Operations and Comprehensive Loss. The Company has the option to extend or renew most of its leases, which may increase the future minimum lease commitments.

Income Taxes The Company is a limited liability company and has elected to be taxed as a partnership since inception for federal and state income tax purposes. Therefore, it has no federal or state income tax liability, and does not record a provision for income taxes because each member reports that member’s share of the Company’s income or loss on that individual member’s income tax return, if the member is required to file one. However, the State of California imposes an annual franchise tax of $800 and an annual fee based on the Company’s amount of revenues, which fees were approximately $5,000 and $12,000 for the years ended December 31, 2015 and 2014, respectively, and which have been reflected in these financial statements within general and administrative expenses. There was no deferred tax provision for 2015 and 2014, because there were no deferred tax assets or liabilities at either year-end.

Pursuant to ASC 740, “ Accounting for Uncertainty in Income Taxes ” the accounting for uncertainties in income taxes recognized in an enterprise’s financial statements and prescribes a threshold of more-likely-than-not for

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recognition and de-recognition of tax positions taken or expected to be taken in a tax return. ASC 740 also provides related guidance on measurement, classification, interest and penalties, and disclosure. The Company is not aware of any uncertain tax positions taken in its US federal, or State tax returns. If the Company incurs any penalties or interest related to its income tax filings, it will elect to include them as a component of operating expenses.

Marketing Marketing expenses consist primarily of advertising expenses. Advertising expenses include promotional activities such as television and online advertising. Advertising costs are expensed as incurred. Advertising expenses were approximately $11,000 and $41,000 for the years ended December 31, 2015 and 2014, respectively, and are included in general and administrative expenses.

Recent Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company will adopt this ASU on January 1, 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. Management is currently evaluating this standard, including which transition approach to use, and does not expect this ASU to materially impact the Company’s consolidated operation, financial position or cash flows.

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require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. A reporting entity should apply existing guidance in “Compensation—Stock Compensation (Topic 718)” as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved, and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The ASU is effective for interim and annual reporting periods that begin after December 15, 2015. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operation, financial position or cashflows.

In April 2015, FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost. FASB issued ASU 2015-03 to simplify the presentation of debt issuance costs related to a recognized debt liability to present the debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as a deferred charge on the balance sheet. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operation, financial position or cashflows.

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will be required to include in the disclosure the fair value of the investments using NAV practical expedient so that financial statement users can reconcile amounts reporting in the fair value hierarchy table to amounts reported on the balance sheet. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015 and early adoption is permitted. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operation, financial position or cashflows.

On June 12, 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements, which amends a number of topics in the FASB Accounting Standards Codification. The update is a part of an ongoing project on the FASB’s agenda to facilitate Codification updates for non- substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practice or create a significant administrative cost to most entities. The ASU will apply to all reporting entities within the scope of the affected accounting guidance. Certain amendments in the update require transition guidance and are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operation, financial position or cashflows.

In September 2015, the FASB issued ASU 2015-16 (ASC Topic 805), Business Combinations Simplifying the Accounting for Measurement-Period Adjustments. The amendments in this update require that an acquirer recognize measurement period adjustments in the period in which the adjustments are determined. The income effects of such measurement period adjustments are to be recorded in the same period’s financial statements but calculated as if the accounting had been completed as of the acquisition date. The impact of measurement period adjustments to earnings that relate to prior period financial statements are to be presented separately on the income statement or disclosed by line item. The amendments in this update are for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for public business entities for reporting periods for which financial statements have not yet been issued. Management has determined that the implementation of this pronouncement does not have a material impact to the Company’s consolidated operations, financial position or cashflows.

In November 2015, FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU requires the presentation of all deferred tax assets and liabilities as non-current in the consolidated balance sheet. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016, with early adoption permitted. Management elected to early adopt this new guidance effective for the fourth quarter of fiscal year 2016 in order to simplify the global close processes. Management is currently evaluating this standard.

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In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. Management is currently evaluating this standard.

In March 2016, FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The effective date for this ASU is the same as the effective date for ASU 2014-09. Management is currently evaluating this standard.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting to provide guidance that changes the accounting for certain aspects of share-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid-in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. We are required to adopt this standard in the first quarter of fiscal 2018, but have early adopted this standard during the fourth quarter of fiscal 2016 as permitted. There was no impact upon adoption of this guidance since the recognition of income tax effects of awards was not materially different than amounts that had previously been recorded in our financial statements and we currently use an estimated average forfeiture rate to compute stock-based compensation expense.

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Note – 3 Accounts Receivable Accounts receivable consist of amounts due from our white label customers for the monthly service fees. Accounts receivable consisted of the following as of December 31, (in thousands):

2015 2014 Accounts receivable $594 $3,163 Less: allowance for doubtful accounts — 845

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2015 2014 Accounts receivable $594 $3,163 Less: allowance for doubtful accounts — 845

Net receivable $594 $2,318

All accounts receivables deemed uncollectible were written off against the Company’s reserve as of December 31, 2015. The Company maintains reserves for potential losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of December 31, 2015, no allowance for reserve was deemed necessary.

Note – 4 Note Receivable – Related Party The Company has a promissory note from an entity owned by certain of the Company’s members. The note matures on October 22, 2017 and bears simple interest at the rate of 5.0% per year. In December 2015, the Company received a payment of $130,000 and the remaining unpaid balance and accrued interest totaling approximately $202,000 was transferred to the members and recorded as members distribution.

Note 5 – Property and Equipment, Net Property and equipment are recorded at cost and presented net of depreciation. Property and equipment are depreciated straight-line over three years.

The components of property and equipment consist of the following as of December 31 (in thousands):

2015 2014 Computer hardware $ 1,112 $ 1,112 Computer software 30 30 Office equipment 68 68 Less: accumulated depreciation (1,100) (1,025)

$ 110 $ 185

Depreciation expenses for the years ended December 31, 2015 and 2014 were $74,942 and $81,601, respectively

Note 6 – Intangibles Assets The components of intangible asset consist of the following as of December 31 (in thousands):

2015 2014 Developed technology $ 4,800 $ 7,200 Studio contracts 9,500 9,500 White label contracts 1,700 5,200 Less: accumulated amortization (4,433) (5,120)

$11,567 $16,780

Amortization expenses for the years ended December 31, 2015 and 2014 were $3,840,008 each year.

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As of December 31, 2015, the Company assessed the fair market value of the intangible assets as a result of the sale of the members’ interests to FOTV. The December 31, 2015 fair market value was used by the new member for the purchase price allocation. The Company adjusted December 31, 2015, cost basis for developed technology and white label contracts to $4,800,000 and $1,700,000, respectively. The aggregate write down was approximately $1,373,000.

During the year ended December 31, 2014, the Company took an impairment loss of approximately $7,373,000 ($7,900,000 cost basis less $527,000 of accumulated amortization) of net book value for the white label contracts. The impairments were due to the termination of the contracts with the customers.

The estimated amortization expense for each of the years ending December 31, 2016, 2017 and 2018 is approximately $3,102,000 and for each of the years ending December 31, 2019 and 2020, the estimated amortization expense is approximately is approximately $847,000.

Note – 7 Other Receivables Other receivables consisted of the following as of December 31, (in thousands):

2015 2014 Due from Rovi Entertainment $401 $401 Due from Prior members 174 —

$575 $401

In March 2016, the amount due from Rovi Entertainment was settled in a netting of the receivable with a payable of approximately $717,000 due to Rovi Guides, Inc. (included in accounts payable and accrued expenses). The remaining payable to Rovi Guides, Inc. of approximately $316,000 was paid by certain members of the Company.

The amounts due from prior members consisted of unauthorized payments made by certain members. The new member of the Company plans to offset this amount from amounts due to the prior members from the sale of the Company’s member interest (see Note – 13 Subsequent events).

Note 8 – Accounts Payable and Accrued Expenses The components of accounts payable and accrued expenses consist of the following as of December 31 (in thousands):

2015 2014 Accounts payable $ 638 $2,621 Accrued interest 233 133 Other accrued expenses 2,033 1,182 Accrued royalty payments 3,027 3,919

$5,931 $7,855

Note 9 – Note Payable As of December 31, 2015 and 2014, the Company had outstanding a note payable in the amount of $2,000,000. The note payable is due and payable on September 1, 2017 and bears interest at the rate of 5% per annum. As of December 31, 2015 and 2014, the Company has accrued interest of approximately $233,000 and $133,000, included in accounts payable and accrued expenses. For the years ended December 31, 2015 and 2014, the Company has not paid any of the interest.

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Note 10 – Commitments and Contingencies The Company leases its office space. The lease agreement expires on September 29, 2016.

Litigation From time to time, in the normal course of its operations, the Company is subject to litigation matters and claims, including claims relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a liability for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

Note 11 – Revenue The components of revenue consist of the following as of December 31 (in thousands):

2015 2014 Transactional revenue $ 6,435 $ 8,601 White label contracts 2,920 8,539 Other 800 1,187

$10,155 $18,327

Note 12 – Business Segments and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. As of December 31, 2015, the Company operated and internally managed a single operating segment. Accordingly, the Company does not accumulate discrete information with respect to separate product lines and does not have separate reportable segments.

Total revenues are attributed to a particular geographic area based on the bill-to-location of the customer. The Company operates primarily in three geographic regions: the United States of America, Canada and the United Kingdom. The following table presents revenues for our white label customers, as no concentration exist for our other revenue categories, total revenues by geographic regions for the year ended December 31 (in thousands):

2015 2014 North America $2,394 $8,133 United Kingdom 526 406

$2,920 $8,539

Note 13 – Subsequent Events Management has evaluated events subsequent to December 31, 2015 and through June 30, 2016 for transactions or other events that may require adjustment of and/or disclosure in such financial statement.

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L ICHTER , Y U AND A SSOCIATES , I NC . C ERTIFIED P UBLIC A CCOUNTANTS

16133 V ENTURA B LVD ., SUITE 450 E NCINO , C ALIFORNIA 91436 T EL (818)789-0265 F AX (818) 789-3949

INDEPENDENT AUDITOR’S REPORT

Board of Directors and Stockholders of OVGuide Inc. and Subsidiary Encino, California

Report on the Financial Statements

We have audited the accompanying consolidated balance sheets of OVGuide Inc. and Subsidiary (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2015 and 2014.

Management’s Responsibility for the Financial Statements

Auditor’s Responsibility

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of OVGuide Inc. and Subsidiary as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 , in conformity with accounting principles generally accepted in the United States of America.

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operation and has an accumulated deficit that raise substantial doubt about its ability to continues as a going concern. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Lichter, Yu and Associates, Inc.

Encino, California April 13, 2016

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OVGUIDE INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (in thousands, except for share and per share amounts)

As of December 31, 2015 2014 ASSETS CURRENT ASSETS Cash and cash equivalents $ 302 $ 862 Accounts receivable, net 339 444 Other current assets 15 13

TOTAL CURRENT ASSETS 656 1,319 NON-CURRENT ASSETS Intangible assets, net 3 3 Property and equipment, net 117 90 Other non-current assets 8 8

TOTAL ASSETS $ 784 $ 1,420

LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 440 $ 334 Notes payable to related parties 112 109

TOTAL LIABILITIES 552 443

STOCKHOLDERS’ EQUITY Series A Preferred Stock, $0.001 par value, 5,000,000 shares authorized, issued and outstanding 5 5 Series A1 Preferred Stock, $0.001 par value, 2,670,583 shares authorized, issued and outstanding 3 3 Common Stock, $0.001 par value, 27,000,000 shares authorized, 10,834,620 issued and outstanding at December 31, 2015 and 2014, respectively 11 11 Additional paid-in capital 10,120 10,104 Accumulated deficit (9,907) (9,146)

TOTAL STOCKHOLDERS’ EQUITY 232 977

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 784 $ 1,420

The accompanying notes are an integral part of the audited consolidated financial statements

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OVGUIDE INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31 (in thousands, except for share and per share amounts)

Year ended December 31, 2015 2014 Net Revenues $ 2,099 $ 2,623 Cost of revenues (1,056) (857) Platform technology and development expenses (674) (733) Depreciation and amortization expense (57) (43) General and administration expenses (1,064) (1,125)

Loss from operations (752) (135) Other Income (Expenses): Interest expense (3) (3) Other income — 2

Loss before income taxes (755) (136) Provision for income taxes 6 2

Net loss $ (761) $ (138)

Net loss per share – basic and diluted $ (0.070) $ (0.013)

Weighted-average common shares outstanding Basic and diluted 10,834,620 10,834,620

The accompanying notes are an integral part of the audited consolidated financial statements

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OVGUIDE INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31 (in thousands, except for share and per share amounts)

Year ended December 31, 2015 2014 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (761) $ (138) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 57 43 Stock options issued for compensation 16 37 Changes in operating assets and liabilities Accounts receivable 105 43 Other current assets (2) 5 Accounts payable and accrued expenses 110 49

Net cash (used in) provided by operating activities (475) 39

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (85) (42)

Net cash used in investing activities (85) (42)

Net decrease in cash and cash equivalents (560) (3) Cash and cash equivalents, at the beginning of the period 862 865

Cash and cash equivalents, at the end of the period $ 302 $ 862

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OVGUIDE INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31 (in thousands, except for share and per share amounts)

Net cash (used in) provided by operating activities (475) 39

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (85) (42)

Net cash used in investing activities (85) (42)

Net decrease in cash and cash equivalents (560) (3) Cash and cash equivalents, at the beginning of the period 862 865

Cash and cash equivalents, at the end of the period $ 302 $ 862

SUPPLEMENTAL DISCLOSURES: Cash paid during the year for: Income tax payments $ 6 $ 2

The accompanying notes are an integral part of the audited consolidated financial statements

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OVGUIDE INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (in thousands, except for share and per share amounts)

Preferred Shares A Preferred Shares A1 Common Stock Additional Total Accumulated Stockholders Paid in Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance as of January 1, 2014 5,000 $ 5 2,671 $ 3 10,835 $ 11 $ 10,067 $ (9,008) $ 1,078 Stock based compensation options — — — — — — 37 — 37 Net loss — — — — — — — (138) (138)

Balance as of December 31, 2014 5,000 5 2,671 3 10,835 11 10,104 (9,146) 977 Stock based compensation options — — — — — — 16 — 16 Net loss — — — — — — — (761) (761)

Balance as of December 31, 2015 5,000 $ 5 2,671 $ 3 10,835 $ 11 $ 10,120 $ (9,907) $ 232

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OVGUIDE INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (in thousands, except for share and per share amounts)

Balance as of December 31, 2014 5,000 5 2,671 3 10,835 11 10,104 (9,146) 977 Stock based compensation options — — — — — — 16 — 16 Net loss — — — — — — — (761) (761)

Balance as of December 31, 2015 5,000 $ 5 2,671 $ 3 10,835 $ 11 $ 10,120 $ (9,907) $ 232

The accompanying notes are an integral part of the audited consolidated financial statements

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OVGUIDE INC. AND SUBSIDIARY DECEMBER 31, 2015 AND 2014 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION OVGuide Inc. (“OVGuide” or the “Company”) was incorporated under the laws of the State of Delaware on June 28, 2007. OVGuide is the comprehensive guide that facilitates the discovery, and consumption, of online video. OVGuide’s cross platform service has millions of monthly users globally across desktop, mobile web, iOS, Android and Roku. The OVGuide.com portal provides millions of ad supported videos across over 20 categories, but is focused on Movies and TV shows. OVGuide provides this service with a robust, automated, cloud based infrastructure that includes a comprehensive OTT data set, a streaming video platform that supports OVGuide and third party applications, and proprietary tagging technology. With the expansion of subscription video services, the increasing global penetration of streaming devices and smartphones, and the thousands of ad supported movies and TV shows available across OVGuide, this is a dynamic and exciting company at the forefront of the rapidly evolving video landscape.

On December 31, 2011, OVGuide acquired Live Matrix pursuant to an acquisition agreement. Under the terms of the agreement, OVGuide acquired Live Matrix for 4,293,266 shares of common stock valued at $301,539. The acquisition was accounted for under the purchase method of accounting. The Company has included the results of Live Matrix operations since the acquisition date.

When used in these notes, the terms “Company,” “we,” “our,” or “us” mean OVGuide Inc. and its subsidiary.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in below, the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described below. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Live Matrix, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced recurring losses in past years. The Company incurred a net loss of approximately $761,000 and used approximately $475,000 in cash to fund operations during 2015. The Company expects to incur additional losses in the future in connection with development of its operating initiative.

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Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The estimates underlying the Company’s consolidated financial statements relate to, among other things, the accrual for commissions and vacation, stock-based compensation, the allowance for doubtful accounts, the valuation of investment, long- lived assets and intangibles, and income taxes.

Cash and Cash Equivalents Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Deposits at these banks are insured by the Federal Deposit Insurance Corporation up to $250,000. We have not experienced any losses in such accounts and believe we are not exposed to any significant risk on cash and cash equivalents.

Reportable Segment The Company has one reportable segment. The Company’s activities are interrelated and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single business unit.

Revenues and Revenue Recognition Display Revenue Display revenue are earnings where a display banner ad is used to generate revenue. The Company retains 100% of display advertising that is paid to it by external ad providers, of which the primary two ad providers for display advertising are Google AdX and Amazon Prime.

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Video Revenue Video revenue are earnings where a video ad displays during the playback of short form or long form video content. The majority of the time, this is in the OVGuide JW Player, but that is not a requirement. Because the Company also categorizes revenue share earnings from AOL, Hulu and Dailymotion as video advertising, all video advertising is subject to a revenue share. When the content is displayed in the OVGuide JW Player, the Company calculates the revenue share and distributes it to partners on a periodic basis. If the video ad is displayed in a third party player, then the Company is typically downstream and receives a report with earnings post revenue share.

Affiliate Revenue Affiliate revenues are earnings where the user has to complete an action in order for OVGuide to be paid. In most cases these placements are in the content area of OVGuide, on movie and TV show landing pages with the Company’s ‘affiliate bar’ where the Company links away to a third party service for the user to sign up for a subscription service or purchase a piece of content. For the Company’s best performing affiliate partners (mostly Amazon), the Company will sometimes use display advertising placements to promote the service. Technically, the revenue associated with the display ad medium should have its revenue attributed to that unit and the Company is always backing those promotions into an eCPM to compete against AdX for the spot.

The Company recognizes revenues and costs for all services when it confirms the customer’s insertion order. In very limited circumstances, the Company makes certain customer concessions to satisfy disputes and complaints. The Company accrues for such estimated losses and classifies the resulting expense as adjustments to revenue and cost of revenues.

Cost of Revenue Cost of revenue includes; programs licensed, operating costs including costs of funds and related product support service centers to drive traffic to our websites, costs incurred to support and maintain products and services including hosting services, costs associated with the delivery of advertising services and the amortization of capitalized intangible software costs. Capitalized intangible software costs are amortized over the estimated lives of the products.

General and Administration Expenses Marketing and Advertising Expense Marketing and Advertising expenses include costs of promoting the OVGuide service with the purpose of generating fresh unique users to the website, typically in the form of social media or SEM ad spends and are expensed as incurred.

Personnel Personnel expense consist of compensation to the Company’s personnel, including salaries, bonuses, stock-based compensation, payroll taxes and employee health benefits. Included in “accrued expenses and other current liabilities” in the consolidated balance sheets are accrued vacation liabilities of $27,575 and $21,787 at December 31, 2015 and 2014, respectively.

Income Taxes The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the consolidated balance sheets, as well as operating loss and tax credit carryforwards. Deferred taxes are classified as current or noncurrent based on the balance sheet classification of the related assets and liabilities.

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The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon review by the tax authorities. Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement. First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits. Secondly, the Company measures the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense.

Stock-Based Compensation The cost of stock-based compensatory transactions is recognized in the financial statements based upon fair value. The fair value of employee stock options was determined using the Black Scholes model and the market value of the Company’s common stock at the respective acquisition dates. Fair value is recognized as expense on a straight line basis, net of estimated forfeitures, over the employee requisite service period.

The benefits of tax deductions in excess of recognized compensation costs are reported as a credit to additional paid-in capital and as financing cash flows, but only when such excess tax benefits are realized by a reduction to current taxes payable. See Note 10 for further information on stock- based awards.

Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the life of the lease, whichever is shorter.

Website and Software Capitalization Certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to website and mobile app development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized over a period of two to five years beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred

Fair Value of Financial Instruments The Company applies the provisions of ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. For certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and short-term debt, the carrying amounts approximate fair value due to their relatively short maturities. The carrying amounts of the long-term debt approximate their fair values based on current interest rates for instruments with similar characteristics.

The three levels of valuation hierarchy are defined as follows:

Level 1: Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;

Level 2: Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;

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December 31, 2015 Total Level 1 Level 2 Level 3 Asset: Investment: $8,270 $ — $ — $8,270

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Level 3: Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.

December 31, 2015 Total Level 1 Level 2 Level 3 Asset: Investment: $8,270 $ — $ — $8,270

Total $8,270 $ — $ — $8,270

December 31, 2014 Total Level 1 Level 2 Level 3 Asset: Investment: $8,270 $ — $ — $8,270

Total $8,270 $ — $ — $8,270

Impairment of Long-Lived Assets and Intangible Assets The Company reviews long-lived assets and amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the Company’s ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related operations. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants.

Recent Accounting Pronouncements February 2016, the Financial Accounting Standards Board (“FASB”) issued a comprehensive standard related to lease accounting to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Most significantly, the new guidance requires lessees to recognize operating leases with a term of more than 12 months as lease assets and lease liabilities. The adoption will require a modified retrospective approach at the beginning of the earliest period presented. The new standard is effective for the fiscal year beginning after December 15, 2018, with early adoption permitted. We are evaluating the impact of this standard on our consolidated financial statements.

In January 2016, the FASB issued a new standard related primarily to accounting for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income for equity securities with readily determinable fair values. The new standard will be effective for the fiscal year beginning after December 15, 2017 and early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

In November 2015, the FASB issued guidance simplifying the presentation of deferred tax liabilities and assets requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The new standard is effective for the fiscal year beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

In May 2015, the FASB issued guidance about a customer’s accounting for fees paid in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the

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arrangement as a service contract. The guidance is effective for the fiscal year beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

In August 2014, the FASB issued new guidance which provides details on when and how to disclose going concern uncertainties. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year and to provide certain footnote disclosures if conditions or events raise substantial doubt about an entity’s ability to continue as a going concern. The new standard is effective for the fiscal year beginning after December 15, 2016, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

NOTE 3 – ACCOUNTS RECEIVABLE The Company records a provision for uncollectible agency commissions, principally receivables from accommodations related to advertising. The Company also accrues for costs associated with merchant transactions made on its websites by individuals using fraudulent credit cards and for other amounts “charged back” as a result of payment disputes. Accounts receivable and reserves consisted of the following:

December 31, 2015 2014 Trade receivables $403,768 $508,767 Allowance for bad debt (65,000) (65,000)

Total trade receivables, net $338,768 $443,767

NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment at December 31, 2015 and December 31, 2014 consisted of the following:

December 31, 2015 2014 Office equipment $ 19,394 $ 19,394 Furniture and fixtures 26,416 26,416 Computers and software 294,803 209,997

340,613 255,807 Accumulated depreciation (223,163) (165,769)

$ 117,450 $ 90,038

Depreciation expense for the periods ended December 31, 2015 and December 31, 2014 was $57,394 and $42,804 respectively.

NOTE 5 – INTANGIBLE ASSET The Company’s intangible assets at December 31, 2015 and 2014 of $2,700 consisted of Live Matrix un-amortizable assets.

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NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES The Company’s accounts payable and accrued expenses consisted of the following as of December 31, 2015 and December 31, 2014:

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NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES The Company’s accounts payable and accrued expenses consisted of the following as of December 31, 2015 and December 31, 2014:

December 31, 2015 2014 Trade payables $146,606 $120,366 Payables acquired from Live Matrix 153,117 153,117 Accrued commissions and license 84,989 37,266 Accrued vacation 27,575 21,786 Accrued taxes, accounting and other 27,988 594

Total accounts payable and accrued expenses $440,275 $333,129

NOTE 7 – NOTES PAYABLE – RELATED PARTIES Notes payable to related parties consisted of the following as of December 31, 2015 and December 31, 2014:

December 31, 2015 2014 $50,000 note payable to a shareholder of the Company, dated December 31, 2011 and due within 24 months of shareholder’s conversion of their preferred shares into common shares, interest at 2.38% per annum $ 57,170 $ 53,656 $25,000 note payable to a shareholder of the Company, various dates, due on demand, interest at 2.38% per annum 27,466 27,920 $25,000 note payable to a shareholder of the Company, various dates, due on demand, interest at 2.38% per annum 27,467 27,920

Total notes payable and accrued interest $112,103 $109,496

NOTE 8 – STOCKHOLDERS’ EQUITY Preferred Stock The Company has 7,670,583 shares of preferred stock authorized, each having a par value of $0.001. On December 30, 2011 the Company filed the Third Amended and Restated Certificate of Incorporation designating 5,000,000 shares of preferred stock as “Series A” (the “Series A Preferred Shares”) and 2,670,583 shares as “Series A1” (the “Series A1 Preferred Shares”). Except as otherwise expressly provided in the Third Amended and Restated Certificate of Incorporation or as required by law, the holders of preferred stock and the holders of common stock shall vote together and not as separate classes with votes equal to the number of common stock into which such holder’s shares of preferred stock could then be converted (rounded down to the nearest whole number).

Series A1 As of December 31, 2015 and 2014 there were 2,670,583 shares of Series A1 Preferred Stock outstanding. The holders of Series A1 shall be entitled to receive dividends at a rate of $0.108 per share per annum prior and in preference to any declaration or payment of any cash dividend on the Series A preferred stock or common stock of the corporation. Subject to the prior rights of holders of all classes of stock, the holders of the common stock shall be entitled to receive, when as and if declared by the Board, out of any assets of the corporation legally available there for, such dividends as may be declared from time to time by the Board.

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In the event of a liquidation, the holders of the Series A1 shall be entitled to receive $1.587 per share in preference to the holders of the Series A or common stockholders.

Series A As of December 31, 2015 and 2014 there were 5,000,000 shares of Series A Preferred Stock outstanding. Under the terms of the Series A preferred stock certificate of designation, the holders of the Series A have the right to elect two of the three Directors of the Company. The holders of Series A shall be entitled to receive dividends at a rate of $0.024 per share per annum prior and in preference to any declaration or payment of any cash dividend on the common stock of the corporation.

Upon the completion of the liquidity preference distribution being made to Series A1 holders, the holders of the Series A shares shall be entitled to receive $0.353 per share in preference to any distribution to common stock holders.

Contingent conversion rights Series A1 and Series A preference shares shall be convertible to common stock at the option of the preference shareholders at any time after the issuance date of the shares. The number of shares of common Stock to which a holder of a Series A1 and Series A shall be entitled upon conversion shall be determined by dividing the issue price by the conversion price. The conversion price for the Series A shall be $0.30 and will be $1.35 for the Series A1.

Series A1 and Series A are automatically converted to common stock at the prevailing conversion price upon the consummation of an initial public offering of the company’s stock which results in proceeds of at least $30,000,000. In addition Series A1 and Series A shall automatically be converted into shares of common stock at the prevailing conversion price if consent is obtained from the holders of the majority of shares.

Adjustment to the conversion price The company shall adjust the conversion price of Series A1 and Series A if the company issues additional stock at a discount to the conversion price.

Common Stock The Company has 27,000,000 shares of common stock authorized, each having a par value of $0.001, as of December 31, 2015 and December 31, 2014. There were 10,834,620 shares issued and outstanding as of December 31, 2015 and December 31, 2014:

On June 29, 2007 the Company issued 5,000,000 shares to an individual in exchange for certain assets contributed to the Company valued at $1,500,000.

On April 1, 2010 the Company issued 1,517,980 shares to acquire the assets of IBeatYou,Inc. The transaction was valued at $2,975,241.

On December 31, 2011 the Company issued 4,293,266 shares to acquire the assets of Live Matrix, Inc. The transaction was valued at $301,539.

On various dates since inception the company has issued 23,374 shares for options exercised by employees.

NOTE 9 – INCOME TAXES The pre-tax loss for the Company was $761,766 and $138,312 for the years ended December 31, 2015 and 2014, respectively.

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At December 31, 2015 and 2014, the Company had approximately $9.9 million and $9,1 million available NOL’s for U.S. federal income tax purposes. The NOLs mainly expire from December 31, 2023 to December 31, 2029. The utilization of these NOLs is dependent upon the Company’s ability to generate sufficient future taxable income in the United States. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, the carryforward periods available for tax reporting purposes, and other relevant factors. As of December 31, 2015 and 2014 the Company has not recorded any deferred tax assets.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2015 and 2014 mainly consist of depreciation methods.

INCOME TAX EXPENSE

2015 2014 Income tax expense – current $6,269 $1,600 Income tax expense – deferred — —

Total $6,269 $1,600

COMPONENTS OF LOSS BEFORE INCOME TAX

2015 2014 Loss from operations $(761,766) $(138,312)

Loss before income tax $(761,766) $(138,312)

Income tax $ 6,269 $ 1,600

Effective tax rate (0.008)% (0.012)%

INCOME TAX RATE RECONCILIATION

2015 2014 US statutory rates 34% 34% Loss from operations (34)% (34)% State minimum tax (0.008)% (0.012)% Other expenses (benefits) — % — %

Tax expenses at actual rate (0.008)% (0.012)%

NOTE 10 – STOCK-BASED COMPENSATION The Company’s 2007 stock option plan, as amended and restated effective December 12, 2013, (the “2007 Plan”) is the primary stock compensation plan from which broad-based employee equity awards may be made. As of December 31, 2015 there were 7,074,778 shares of common stock available for future grant under the 2007 Plan.

Stock-based compensation issued under the plans generally consists of stock options. The cost of share-based transactions is recognized in the financial statements based upon fair value. Fair value is recognized as expense on a straight line basis, net of estimated forfeitures, over the employee’s requisite service period. Stock options granted to employees have a term of 10 years. The Company issues new shares of common stock upon the exercise of stock options.

From August 2007 to February 2010, the Company granted 864,475 Stock Options to each of the several employees and non-employees pursuant to the 2007 Plan. These stock options are exercisable at an exercise price

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of $0.30 per share with a 10 year expiration date. The options vested over 48 months. The options become exercisable immediately upon vesting and continue in force through there expiration date, unless sooner terminated as provided herein and in the Plan. The Company used volatility rates based upon a peer group of publicly traded companies. The Fair Value of the options was calculated using the following assumptions: estimated life of ten years, volatility of 17% to 62%, risk free interest rate of 5.4% to 3.74%, dividend yield of 0% and forfeiture rate of 20%.

From July 2010 to September 2011, the Company granted 408,320 stock options to each of the several employees and non-employees pursuant to the 2007 Plan. These stock options are exercisable at an exercise price of $0.45 per share with a 10 year expiration date. Some options vested immediately upon vesting commencement date and some vested 50% on date of grant and some options vested over 48 months. The options become exercisable immediately upon vesting and continue in force through there expiration date, unless sooner terminated as provided herein and in the Plan. The Company used volatility rates based upon a peer group of publicly traded companies. The fair value of the options was calculated using the following assumptions: estimated life of ten years, volatility of 42% to 49%, risk free interest rate of 3.01% to 2.56%, dividend yield of 0% and forfeiture rate of 20%.

From December 2011 to December 2012, the Company granted 6,455,000 stock options to each of the several employees and non-employees pursuant to the 2007 Plan. These stock options are exercisable at an exercise price of $0.07 per share with a 10 year expiration date. Some options vested (11.1111%) four months from the vesting commencement date with balance to be vested over 32 months and some options vested over 48 months. The options become exercisable immediately upon vesting and continue in force through there expiration date, unless sooner terminated as provided herein and in the Plan. The Company used volatility rates based upon a peer group of publicly traded companies. The fair value of the options was calculated using the following assumptions: estimated life of ten years, volatility of 17% to 42%, risk free interest rate of 2.04% to 1.84%, dividend yield of 0% and forfeiture rate of 20%.

From August 2013 to December 2013, the Company granted 235,500 stock options to each of the several employees and non-employees pursuant to the 2007 Plan. These stock options are exercisable at an exercise price of $0.09 per share with a 10 year expiration date. Some options vested over 48 months and some vested immediately and issued shares and repurchase rights not applicable. The options become exercisable immediately upon vesting and continue in force through there expiration date, unless sooner terminated as provided herein and in the Plan. The Company used volatility rates based upon a peer group of publicly traded companies. The fair value of the options was calculated using the following assumptions: estimated life of ten years, volatility of 44%, risk free interest rate of 2.82% to 2.95%, dividend yield of 0% and forfeiture rate of 20%.

Stock-based compensation included in personnel expenses in the consolidated statements of operations was $16,008 and $36,682 for the years ended December 31, 2015 and 2014 respectively.

The following is a summary of the activity and position as of the years ended December 31, 2015 and December 31, 2014.

Number of Stock Options Years ended December 31, 2015 2014 Outstanding at January 1 7,074,778 7,074,778 Granted — — Exercised — — Expired (740,000) —

Outstanding at End of Period 6,334,778 7,074,778

Exercisable at End of Period 5,850,101 5,518,320

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Weighted Average Weighted Weighted Remaining Average Average Life Exercise Exercise

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Options outstanding at December 31, 2015 and December 31, 2014 are as follows:

Weighted Average Weighted Weighted Remaining Average Average Life Exercise Exercise Exercise Options (Years) Price Options Price As of Price (Outstanding) (Outstanding) (Outstanding) (Exercisable) (Exercisable) December 31, 2015 $0.07 to $0.45 6,334,778 5.94 $ 0.10 5,850,101 $ 0.11 December 31, 2014 $0.07 to $0.45 7,074,778 6.87 $ 0.10 5,518,320 $ 0.11

NOTE 11 – INVESTMENTS The Company has classified its investments as privately held securities. These securities are carried at estimated fair value on the consolidated balance sheets.

There were no significant realized gains or losses related to investments for the years ended December 31, 2015 and 2014.

NOTE 12 – NET LOSS PER SHARE The Company computes basic net income per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common and common equivalent shares outstanding during the period.

Common equivalent shares related to stock options, restricted stock, and restricted stock units.

A reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share is as follows:

Years ended December 31, 2015 2014 Net loss from operations $(761,766) $(138,312)

Weighted average number of shares used in computing basic and diluted net loss per share:

Basic 10,834,620 10,834,620 Dilutive effect of stock options — —

Diluted 10,834,620 10,834,620

Year ended December 31, 2015 2014 Net loss per share Basic and diluted: $ (0.070) $ (0.013)

Options to purchase 5,850,101 and 5,518,320 shares as of December 31, 2015 and 2014 were anti-dilutive.

NOTE 13 – COMMITMENTS AND CONTINGENCIES Employment Contracts The Company has an employment agreement with Sanjay Reddy, CEO, which was entered into on December 30, 2011 following the closing of its acquisition of Live Matrix. The agreement had a three year term that has been

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completed and the agreement is now in the annual one year rollover period. The agreement calls for a base level of compensation and a performance bonus that is triggered upon a “Change of Control Transaction,” as defined in the agreement that values the Company in excess of $20 million. The agreement provides for accelerated vesting of equity instruments, including without limitation, stock options and performance bonuses upon, among other things, in the case of a Change of Control Transaction or for dismissal without “cause” or “good reason,” as those terms are defined in the agreement.

Operating Leases On September 15, 2015 the Company moved its offices to Sherman Oaks, California under a 3 month lease that converts to a month to month lease for approximately 3,000 square feet of open office space and the use of communal conference rooms and kitchen area. The monthly lease fee is $7,500 excluding charges for parking.

Rental expense for leased office space was $86,700 and $65,282 for the years ended December 31, 2015 and 2014, respectively.

Benefit Plans The Company maintains a defined contribution 401(k) savings plan (the “Plan”), with no matching contributions, covering certain U.S. employees.

NOTE 14 – SUBSEQUENT EVENTS Management has evaluated events subsequent to December 31, 2015 and through April 13, 2016 for transactions and other events that may require adjustment of and/or disclosure in such financial statements.

On March 8, 2016 the Company completed the merger agreement to sell the Company for approximately $10 million. The terms of the agreement call for the Company to be acquired via a reverse triangular merger involving a stock for stock transaction. The Merger will be subject to the completion of a financial audit for the year ended December 31, 2014 and 2013, agreement on the usual material terms of a purchase agreement and board and shareholder approvals of the deal. Also the Company changed its name to OV Guide Inc.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is intended to illustrate the pro forma effect of the Reliance Majestic Holdings, LLC (“RMH”) Acquisition and the OVGuide.Com, Inc. (“OVG”) Acquisition, together the Transactions, on the historical consolidated financial information of FOTV Media Networks Inc. (“FOTV”) by reference and included elsewhere, assuming all RMH and OVG business units have been acquired as part of each Acquisition.

The unaudited pro forma combined statement of operations of FOTV for the year ended December 31, 2015 and the three months ended March 31, 2016 give effect to the Transactions as if they had occurred on January 1, 2015. As the RMH Acquisition occurred on December 28, 2015 and the OVG Acquisition occurred on February 29, 2016, the historical FOTV consolidated balance sheet as of March 31, 2016 includes the Transactions, and no pro forma balance sheet has been presented herein.

The pro forma adjustments give effect to events that are directly attributable to the Transactions, are factually supportable and, with respect to the unaudited pro forma condensed combined statements of operations, are expected to have a continuing impact on FOTV. The unaudited pro forma combined financial information is presented for information purposes only and reflects estimates made by FOTV management that it considers to be reasonable. It does not purport to represent what FOTV actual results of operations or financial condition would have been had the acquisitions occurred on the dates indicated, nor is it necessarily indicative of future results of operations or financial condition. In addition to the matters noted above, the unaudited pro forma combined financial information does not reflect the effect of anticipated cost and revenue synergies associated with combining RMH and OVG with FOTV.

FOTV has accounted for each Acquisition as an acquisition under ASC 805 Business Combinations. In connection with the Transactions, an independent third-party appraiser has performed a valuation of assets and liabilities as of the closing date of each Transaction, and the purchase price allocation has been adjusted based on the final valuation. The pro forma adjustments with the OVG Acquisition are based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma combined financial information that FOTV management believes are reasonable under the circumstances. Such adjustments, including increases to depreciation and amortization resulting from the allocation of purchase price to amortizable tangible and intangible assets, may be material.

Certain numerical figures set forth in this pro forma combined financial information have been subject to rounding adjustments and, as a result, the totals of the data in this pro forma combined financial information may vary slightly from the actual arithmetic totals of such information.

The unaudited pro forma condensed combined financial information has been prepared from and should be read in conjunction with our historical consolidated financial statements, and those of RMH and OVG. Our consolidated financial statements for the year ended December 31, 2015 and the three months ended March 31, 2016 are included in this prospectus. RMH’s financials statements and OVG’s financials statements, each for the year ended December 31, 2015 are also included in this prospectus. The unaudited pro forma results for the three months ended March 31, 2016 also include the results of operations of OVG for the period January 1, 2016 to February 29, 2016 which are not included in this prospectus.

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FOTV Media Networks Inc. Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2016 (In thousands, except for share amounts and par value amounts)

Adjustment FOTV Media Acquisition Pro forma Networks OVGuide adjustments notes combined Revenues $ 3,489 $ 358 — $ 3,847 Cost of revenues (3,864) (241) — (4,105) Platform technology and development expenses (535) (154) — (689) Depreciation and amortization expenses (1,167) (12) (123) (2.4) (1,302) General and administrative expenses (4,009) (145) 100 (2.6) (4,054)

Loss before income taxes (6,086) (194) (23) (6,303) Provision for income taxes 56 0 53 (2.8) 109

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FOTV Media Networks Inc. Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2016 (In thousands, except for share amounts and par value amounts)

Loss before income taxes (6,086) (194) (23) (6,303) Provision for income taxes 56 0 53 (2.8) 109

Net loss $ (6,030) $ (194) $ 30 $ (6,194)

Net loss per share – basic and diluted $ (0.16) $ (0.16)

Weighted-average common shares outstanding – basic and diluted 37,784,441 750,262 (2.9) 38,534,703

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

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FOTV Media Networks Inc. Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2015 (In thousands, except for share amounts and par value amounts)

Reliance

FOTV Majestic Adjustment Media Acquisition Pro forma Networks Holdings OVGuide adjustments notes combined Revenues $ 13,132 $10,155 $ 2,099 — $ 25,386 Cost of revenues (11,670) (6,888) (1,056) — (19,614) Platform technology and development expenses (1,514) (1,793) (674) — (3,981) Depreciation and amortization expenses (1,509) (3,915) (57) 176 (2.4) (5,305) Intangible assets impairment expenses — (1,373) — 1,373 (2.5) — General and administrative expenses (11,166) (2,944) (1,064) (1,059) (2.6) (16,233)

Loss from operations (12,727) (6,758) (752) 490 (19,747) Other income and expense Interest expense (28) (100) (3) — (131) Excess value over purchase price 4,086 — — (4,086) (2.7) —

Loss before income taxes (8,669) (6,858) (755) (3,596) (19,878) Provision for income taxes — — (6) 1,060 (2.8) 1,054

Net loss $ (8,669) $ (6,858) $ (761) $ (2,536) $ (18,824)

Net loss per share – basic and diluted $ (0.23) $ (0.49)

Weighted-average common shares outstanding – basic and diluted 37,312,500 1,007,814 (2.9) 38,320,314

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FOTV Media Networks Inc. Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2015 (In thousands, except for share amounts and par value amounts)

Reliance

Loss from operations (12,727) (6,758) (752) 490 (19,747) Other income and expense Interest expense (28) (100) (3) — (131) Excess value over purchase price 4,086 — — (4,086) (2.7) —

Loss before income taxes (8,669) (6,858) (755) (3,596) (19,878) Provision for income taxes — — (6) 1,060 (2.8) 1,054

Net loss $ (8,669) $ (6,858) $ (761) $ (2,536) $ (18,824)

Net loss per share – basic and diluted $ (0.23) $ (0.49)

Weighted-average common shares outstanding – basic and diluted 37,312,500 1,007,814 (2.9) 38,320,314

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

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FOTV Media Networks Inc. Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1 – Basis of presentation The unaudited pro forma condensed combined financial information are based on FOTV, RMH and OVG’s historical consolidated financial statements as adjusted to give effect to the Acquisitions of RMH and OVG and the shares of the Company’s common stock used for the acquisitions. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 and for the three months ended March 31, 2016, give effect to the Transactions as if they had occurred on January 1, 2015.

Note 2 – Pro Forma Adjustments The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information.

Adjustments to the pro forma condensed combined balance sheet (1) In April and June 2016 the Company finalized a private placement sale the Company’s Series A preferred stock. The gross proceeds of the issuances was approximately $2,235,000 with issuance cost of approximately $200,000 for net proceeds of approximately $2,035,000.

(2) The issuance of 611,004 shares of the Company’s common stock, to the majority stockholder, for approximately $4,889,000 was used for net working capital requirements incurred subsequent to year end.

(3) The Company has not included a pro forma condensed consolidated March 31, 2016 balance sheet, as the only pro forma adjustments relate to the above receipts of offering proceeds. If the statement was included the total assets would be approximately $42,452,000 and total stockholders’ equity would be approximately $26,907,000.

Adjustments to the pro forma condensed statement of operations (4) Reflects (i) a $931,000 reduction to RMH’s amortization and depreciation expense and (ii) a $755,000 increase in OVG’s amortization and depreciation expense for a net decrease in amortization and depreciation expense of approximately $176,000, for the year ended December 31, 2015. For the three months ended March 31, 2016, the $123,000 net increase is (i) a $12,000 reduction for historic OVG’s amortization and depreciation expense and (ii) a $135,000 increase in OVG’s amortization and depreciation expense.

(5) Reflects the adjustment to remove the impairment expense for the write down of RMH’s intangible assets prior to the acquisition date.

(6) Reflects (i) the $259,000 of expense for the fair value of the stock options issued by FOTV for the OVG stock options outstanding on the date of the acquisition and (ii) the $800,000 of expense for bonus shares deemed as compensation expense to employees arising from the retention of employees post acquisition. The new stock options vest over a one-year period. On the six-month anniversary 50% cliff vest with remaining 50% vesting pro rata over the remaining six months. For the three months ended March 31, 2016, the adjustment reflects the elimination of the historical expense for the stock option and bonus shares, as these stock option expenses are reflected in their entirety in the pro forma statement of operations for the year ended December 31, 2015 as they all vested within one year.

(7) Reflects the removal of the gain from excess value over purchase price for the RMH acquisition. The gain is not considered to be a recurring gain in the future.

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(8) Reflects the estimated tax effect of the pro forma amortization of intangibles of $3,775,000 and $943,950, for the year ended December 31, 2015 and three months ended March 31, 2016, respectively, using the Company’s statutory tax rate of 42.8%, adjusted for the existing tax amortization in certain intangibles acquired. All other pro forma adjustments have not been tax effected due to existing loss carryforwards.

(9) Reflects the increase in the weighted-average number of common shares outstanding for the shares of FOTV’s common stock issued for the purchase price of OVG as of January 1, 2105. For the three months ended March 31, 2015, the adjustment is to increase the weighted average share outstanding as if the 636,096 shares issued per note 4.11 were outstanding as of January 1, 2016.

(10) Net Loss per Share - Basic net loss per share is calculated based on the net loss attributable to common stockholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net loss per common share assumes the conversion of all dilutive instruments, such as stock options. For the pro forma periods the Company had no dilutive instruments.

(11) Net proceeds of $2,100,000 from the issuance of the new Series A preferred stock, in addition to the 636,096 shares issued to the majority stockholder, which will be converted to common stock on IPO will be used for general corporate purposes, and therefore such new stock has not been used in computing loss per share.

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3,750,000 Shares

FOTV MEDIA NETWORKS INC.

Common Stock

PROSPECTUS

, 2016

Underwriters and Co-Managers

Bonwick Capital Partners LLC Network 1 Financial Securities, Inc.

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Until , 2016, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution The following table sets forth the costs and expenses, other than underwriting commissions, to be paid in connection with the sale of the shares of common stock being registered, all of which we will pay. All amounts, other than the SEC registration fee, the Nasdaq Capital Market listing application fee and the FINRA filing fee are estimates.

SEC registration fee $ 3,474 Nasdaq Capital Market listing application fee 50,000 Printing/EDGAR expenses 10,000 FINRA filing fee 5,675 Blue sky legal and filing fees 1,500 Underwriting advisory fee 50,000 Legal fees and expenses 300,000 Accounting fees and expenses 175,000 Transfer agent fees 5,000 Miscellaneous 24,351

Total $625,000*

* Assumes the maximum number of shares is sold in the offering. If the minimum number of shares is sold in the offering, the total expenses are estimated to be $575,000.

Item 14. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law (the “DGCL”) provides for, under certain circumstances, the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. A summary of the circumstances in which such indemnification provided for is contained herein.

In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interest; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified.

The statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he was a party, he is entitled to receive indemnification against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the proceeding.

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in good faith, in a manner believed to have been in our best interest and must not have been adjudged liable to us unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit.

The statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer, employee or agent against any liability asserted against or incurred by him in such capacity arising out of his status as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

Our Certificate of Incorporation provides that “no director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing clause shall not apply to any liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.”

Our By-laws provide that “the Corporation shall, to the fullest extent permitted by the DGCL, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said statute from and against any and all of the expenses, liabilities or other matters referred to in or covered by said statute, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which any person may be entitled under any Bylaw, resolution of shareholders, resolution of directors, agreement, or otherwise, as permitted by said statute, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.”

At present, we do not maintain directors’ and officers’ liability insurance in order to limit the exposure to liability for indemnification of directors and officers, including liabilities under the Securities Act of 1933; however, we are in the process of obtaining such insurance.

Item 15. Recent Sales of Unregistered Securities Cinema Now On December 28, 2015, we acquired 100% of the membership interests of CinemaNow, LLC through the acquisition of its parent holding company Reliance Majestic Holdings, LLC. Pursuant to the terms of an LLC

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Membership Interest Purchase Agreement, we made an initial cash payment of $5.0 million to RMH Holdings Parent, LLC, the prior owner of CinemaNow, subject to a customary post-closing adjustment based on the level of CinemaNow’s indebtedness on the closing date. We also agreed to make a second payment to RMH, consisting of either: (a) shares of our common stock with an opening market value of $3.0 million issuable upon the completion of an underwritten initial public offering of our stock on or before June 28, 2016, or (b) $2.0 million in cash payable on June 28, 2016 if we do not complete an initial public offering on or before such date. Since we cannot determine that this offering will be completed by such date, we have estimated the second payment to be the cash payment of $2.0 million, provided that such payment may be offset by potential indemnifiable claims we may have against RMH.

OVGuide On March 8, 2016, we acquired 100% ownership of OVGuide, Inc. through the merger of our newly-formed, wholly-owned subsidiary with and into OVGuide. Pursuant to the terms of an Agreement and Plan of Merger and Reorganization, we issued an aggregate of 1,007,816 shares of our common stock to the OVGuide stockholders, including 610,206 shares to Baroda Ventures LLC, an early-stage venture capital firm. We hold 100,781 shares of the common stock merger consideration in a holdback fund to satisfy any indemnification claims related to undisclosed commercial or tax liabilities or litigation, with 50% of such stock being released from the holdback fund, net of claims, on each of September 8, 2016 and March 8, 2017.

At the closing of the merger, we issued stock options to purchase an aggregate of 191,894 shares of our common stock in substitution for all in-the-money options held by OVGuide employees not exercised prior to the merger, which newly-issued options vest as to 50% of the underlying shares on September 8, 2016 and as to the remaining 50% of such shares in equal monthly installments thereafter through March 8, 2017. All out- of-the-money options were cancelled. As a sign-on bonus to a number of key continuing OVGuide employees, we also issued restricted stock units to receive up to an aggregate of 100,000 shares of our common stock, which vest on March 8, 2017, provided the recipient remains employed by us at that time.

No fees were paid to any broker-dealer or other financial intermediary in connection with the CinemaNow and OVGuide acquisitions.

The series A preferred stock is convertible into shares of common stock automatically upon the initial closing of this offering. The conversion price of the series A preferred stock is $6.40 per share, representing a 20% discount to the initial public offering price per common share in this offering. The conversion price is subject to adjustment if at any time during the period commencing on the closing date of this offering and ending on the first anniversary of that date, we issue in a financing additional shares of common stock or other equity or equity-linked securities that

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exceed an aggregate of 10,000 shares at a purchase, conversion or exercise price less than $6.40 per share. In any such case, we have agreed to issue additional shares of common stock to the investors so that the effective purchase price per share in the 2016 Private Placement is the same per share purchase, conversion or exercise price of such additional shares. No adjustment will be made, however, in respect of shares of common stock or stock options issued to employees, directors or consultants at the then fair market value, or in connection with acquisitions of other entities, not to exceed 10% of the shares then outstanding on a fully-diluted basis, or that would require us to take any action that violates the rules of the Nasdaq Stock Market LLC. Each investor was issued, for no additional consideration, a three-year warrant to purchase a number of shares of our common stock as was equal to 15% of the number of shares into which the series A preferred stock purchased is convertible. The warrants are exercisable commencing upon the closing date of this offering. The warrants have an exercise price equal to $8.00 per share, the initial public offering price per share in this offering.

We agreed to provide the investors with “piggyback” registration rights with respect to the resale of the shares of common stock issuable upon conversion of the series A preferred stock and exercise of the warrants in a future registration statement under the Securities Act of 1933, subject to limitations on the investors’ shares that may be imposed by the underwriter of a public offering. In connection with our 2016 Private Placement, the investors entered into lock-up agreements with us that prohibit those investors from, directly or indirectly, offering, selling, pledging or otherwise transferring or disposing of any of the shares of our common stock underlying the series A preferred stock for a period of six months following the closing date of this offering. Bonwick Capital Partners LLC, the underwriter of this offering, served as placement agent in connection with our 2016 Private Placement of our series A preferred stock and warrants. The placement agent received an aggregate of $117,364 in sales commissions, plus warrants to purchase 26,681 shares of our common stock at an exercise price of $8.00 per share.

For each of the above transactions exempt from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, the individuals and entities to which we issued securities were unaffiliated with us. For each such sale, no advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors or sophisticated investors, business associates of ours or our executive officers, and transfers were restricted by us in accordance with the requirements of the Securities Act. Each of such persons represented to us that they were accredited or sophisticated investors, that they had been given access to the information they requested to make their investment decision, that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Further, all of the above-referenced persons had access to our documents and could ask any questions of us. Accordingly, we believe that the issuances of the securities listed above were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) of the Securities Act.

Item 16. Exhibits and Financial Statement Schedules (a) Exhibits . The list of exhibits following the signature page of this registration statement is incorporated herein by reference.

(b) Financial Statements. See page F-1 for an index to the financial statements included in the registration statement.

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Item 17. Undertakings 1. The undersigned registrant hereby undertakes: a. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

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ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

b. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

d. For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

e. To provide to the placement agent at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the placement agent to permit prompt delivery to each purchaser.

f. That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and

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contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

g. That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

2. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

3. The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beverly Hills, State of California, on June 30, 2016.

FOTV MEDIA NETWORKS INC.

By: /s/ Alkiviades (Alki) David Alkiviades (Alki) David Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Alkiviades David Chairman of the Board and Chief Executive June 30, 2016 Alkiviades (Alki) David Officer (principal executive officer)

/s/ Peter van Pruissen Chief Financial Officer, Secretary, Treasurer and June 30, 2016 Peter van Pruissen Director (principal financial and accounting officer)

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Exhibit Index

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Exhibit Index

Exhibit Number Description 1.1** Form of Underwriting Agreement. 1.2** Form of Underwriters’ Warrant (included in Underwriting Agreement filed as Exhibit 1.1). 2.1* LLC Membership Interest Purchase Agreement, dated as of December 28, 2015, by and between RMH Holdings Parent, LLC and FilmOn.TV Networks Inc. 2.2* Agreement and Plan of Merger and Reorganization, dated as of February 29, 2016, by and among FilmOn.TV Networks Inc., OVG Acquisition Corporation and OVGuide Inc. 3.1* Certificate of Incorporation of the Company. 3.2* Certificate of Amendment of the Certificate of Incorporation of the Company, filed August 23, 2012. 3.3* Certificate of Amendment of the Certificate of Incorporation of the Company, filed February 25, 2016. 3.4* Certificate of Amendment of the Certificate of Incorporation of the Company, filed April 11, 2016. 3.5* Certificate of Designation of Series A Convertible Preferred Stock. 3.6* Bylaws of the Company. 4.1* Specimen Common Stock Certificate. 4.2* Form of Warrant for 2016 Private Placement. 5.1* Opinion of Olshan Frome Wolosky LLP, as to the legality of the common stock. 10.1* Employment Agreement between the Company and Mykola Kutovyy 10.2* Employment Agreement between the Company and Kim Lori Hurwitz. 10.3* Shared Executive Agreement between the Company and Peter van Pruissen, as amended. 10.4* 2012 Stock Plan of the Company. 10.5* Form of Escrow Deposit Agreement for offering. 10.6* Form of Subscription Agreement for offering. 10.7* Business Partnership Agreement between the Company and Lenovo (Singapore) Pte Ltd. 10.8* Distribution Agreement between the Company and Alki David Productions Inc. 10.9* Distribution Agreement between Hologram FOTV Productions Inc. and HUSA Development Inc. 10.10* BrightRoll Publisher Agreement. 10.11* Employment Letter with Alkiviades (Alki) David. 10.12 [Intentionally Omitted] 10.13* Employment Agreement with Sanjay Reddy. 10.14* EPG Services Agreement with British Sky Broadcasting Limited, as amended. 10.15* Channel Launch Application with FreeSat (UK) Ltd. 10.16* Agreement with Dish Network. 10.17* Form of Securities Purchase Agreement for 2016 Private Placement. 14.1* Code of Ethics and Business Conduct.

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Exhibit Number Description 14.2* Code of Ethics for the CEO and Senior Financial Officers. 21.1* Subsidiaries of the Company. 23.1* Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1). 23.2* Consent of BDO LLP, Independent Registered Public Accounting Firm. 23.3* Consent of Lichter, Yu and Associates, Inc., Independent Accounting Firm. 23.4* Consent of Brian E. Becker. 23.5* Consent of David C. Bohnett. 23.6* Consent of Nicholas Greenway. 23.7* Consent of Feng Lee. 23.8* Consent of Francisco Martin. 24.1* Power of Attorney (set forth on signature page of the registration statement).

* Filed herewith. ** To be filed by amendment.

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Exhibit 2.1

EXECUTION COPY

LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT

This LLC Membership Interest Purchase Agreement (this “ Purchase Agreement ”) is entered into as of December 28, 2015 by and between RMH Holdings Parent, LLC a Delaware limited liability company (the “ Seller ”), and FilmOn. TV Networks Inc., a Delaware corporation (the “ Buyer ”).

Buyer desires to purchase from Seller, and Seller desires to sell to Buyer 100% of the membership interests of Reliance Majestic Holdings, LLC, a Delaware limited liability company (the “ Target ”), on the terms and subject to the conditions set forth in this Purchase Agreement.

NOW, THEREFORE, the parties agree as follows:

Article I. Definitions

Defined Terms . Capitalized terms used in this Agreement have the following meanings:

“ Action ” means any action, suit, arbitration, inquiry, hearing, proceeding or investigation by or before any court of competent jurisdiction, governmental or other regulatory or administrative agency or commission or arbitral panel.

“ Affiliate ” means, with respect to any specified Person, (1) any other Person who, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such specified Person; (2) any other Person who is a director, officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, of the specified Person or a Person described in clause (1) of this paragraph, (3) another Person of whom the specified Person is a director, officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (4) another Person in whom the specified Person has a substantial beneficial interest or as to whom the specified Person serves as trustee or in a similar capacity; or (5) any relative or spouse of the specified Person or any of the foregoing Persons, any relative of such spouse or any spouse of any such relative.

“ Business ” means the business of Target as presently conducted, i.e. providing over-the- top video storefronts.

“ Fundamental Representations and Warranties ” means the representations and warranties set forth in Section 3.01 (Organization and Power), Section 3.02 (Authorization; No Breach), Section 3.03 (Capitalization), Section 4.01 (Organization and Power), Section 4.02 (Authorization; No Breach).

“ Intellectual Property ” means trade secrets, copyrights, software, proprietary rights, trademarks, service marks, and trade names.

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“ Intercompany Accounts ” means all accounts, notes and other monies (a) receivable by Target from any other Affiliate of Seller or Target or (b) payable by Target to any other Affiliate of Seller or Target.

“ Knowledge of Seller ” means the actual knowledge of William Koneva], Michael Reinstein, and Donna Smith.

“ Liability ” means any indebtedness, loss, damage, adverse claim, fine, penalty, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise).

“ Losses ” means any and all claims, obligations, losses, expenses (including reasonable attorneys’ fees and expenses of experts, engineers and consultants and costs of investigation), damages, Liabilities, fines, penalties, judgments, actions and costs whenever arising or incurred on a party or its respective officers, directors, employees, agents or Affiliates.

“ Material Adverse Effect ” means any fact or circumstance that, individually or in the aggregate, has had or is reasonably likely to have a material adverse effect on the business, operations, properties, assets, liabilities, financial condition or prospects of the Target, taken as a whole.

“ Person ” means any natural person, business, corporation, partnership, association, limited liability company, joint venture, business enterprise, trust or other entity.

“ Subsidiary ” means Cinema Now, LLC, a Delaware limited liability company.

“ Tax Benefit ” means, in the case of a federal, state, or local Tax reported on any Tax Returns filed on a combined or consolidated basis, the amount by which the Tax liability of the indemnified party’s affiliated group (within the meaning of Code § 1504(a)) or other relevant group of Persons is reduced by a Tax Benefit Item; or in the case of a Tax reported on any Tax Returns filed on a separate company or individual basis, the amount by which the Tax liability of the indemnified party or its successors or Affiliates is reduced by a Tax Benefit Item.

“ Tax Benefit Item ” means any item arising out of or otherwise pertaining to an indemnifiable loss and that is deductible on any Tax Returns, or which gives rise to a credit, or other equivalent item.

“ Tax Return ” means any return, report, information return or other document (including any related or supporting information) filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection, administration or imposition of any Taxes.

“ Taxes ” means (i) all United States federal, state, local or foreign taxes, levies and other tax assessments, including, without limitation, all income, sales, use, goods and services, value added, capital, capital gains, net worth, transfer, profits, withholding, payroll, PAYE, employer health, unemployment insurance payments, excise, real property and personal property taxes,

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gross receipts, license, employment, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), capital stock, franchise, social security (or similar), unemployment, disability, registration, alternative or add on minimum, estimated, employee or other withholding or other tax of any kind whatsoever, and (ii) any interest, penalty, fines, additions to tax or additional amounts imposed by any taxing authority in connection with any item described in clause (i) and (iii) any liability in respect of any item described in clauses (i) or (ii) payable by reason of contract, assumption, transferee liability, operation of Law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision of Law) or otherwise.

“ Taxing Authority ” means any governmental or public body, agency, official or authority with the power to impose any Tax.

“ Third Party Claim ” means the assertion of any claim or the commencement of any action, litigation, arbitration, or proceeding by or before any governmental authority, court of competent jurisdiction, or arbitral body, by a third Person in respect of which an Indemnified Party is entitled to indemnification under Section 6.01(a) or 6.01(b).

Purchase and Sale of Membership Interests

Purchase and Sale . At the Closing, Buyer will purchase from Seller, and Seller will sell to Buyer 100% of the membership interests of Target (the “ Membership Interests ”) for the consideration set forth in Section 2.02.

Consideration .

On or before January 15, 2016 (the “ Funding Date ”), Buyer shall pay to Seller five million U.S. dollars ($5,000,000) in immediately available funds (as may be adjusted pursuant to Section 2.03) (the “ Initial Cash Payment ”).

If Buyer sells any of its shares of capital stock (the “ Stock ”) in an underwritten initial public offering (an “ IPO ”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, within six (6) months of the Closing Date, Buyer shall issue to Seller shares of Stock with a market value of three million U.S. dollars ($3,000,000) as of the opening of the IPO, concurrently with the occurrence of the IPO. If an IPO does not occur within six (6) months of the Closing Date, then on the six (6) month anniversary of the Closing Date, Buyer shall pay to Seller two million U.S. dollars ($2,000,000) in immediately available funds. The payment under this Section 2.02(b) is referred to herein as the “ Second Payment ”.

The Initial Cash Payment and the Second Payment are collectively referred to herein as the “ Purchase Price ”.

Purchase Price Adjustment for Indebtedness .

The Purchase Price shall be increased by the amount by which Indebtedness as of 11:59 pm PST on the Closing Date, as reduced by the amounts, if any, that Seller repays any such Indebtedness on or before the Funding Date (the “ Closing Indebtedness ”) is less than one

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million five hundred thousand U.S. dollars ($1,500,000) (the “ Indebtedness Threshold ”), and the Purchase Price shall be decreased by the amount by which the Closing Indebtedness is greater than the Indebtedness Threshold. Attached as Schedule 2.03(a) is an estimate, prepared by Seller, of Seller’s calculation of the Indebtedness, separately stating the amounts of the Indebtedness to be paid by Seller out of the Initial Cash Payment at the Funding Date, and setting forth the estimated amount of any adjustment to the Purchase Price based thereon (such estimate, the “ Estimated Adjustment Amount ”).

On the 60th day after the Closing Date, Buyer shall deliver to Seller a statement (the “ Statement ”), setting forth its reconciliation of the Closing Indebtedness (the “ Reconciled Closing Indebtedness ”). During the 30-day period following Seller’s receipt of the Statement, Seller and its independent auditors shall be permitted to review the working papers relating to the Statement. The Statement shall become final and binding upon the parties on the 60th day following its delivery to the Seller, unless Seller gives notice of disagreement with the Statement (a “ Notice of Disagreement ”) to Buyer prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted, and (B) include only disagreements based on mathematical errors or based on Closing Indebtedness not being calculated in accordance with this Section 2.03. If Seller delivers a Notice of Disagreement to Buyer in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon Seller and Buyer on the earlier of (A) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below).

During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to an independent accounting firm (the “ Accounting Firm ”) for arbitration before a single neutral arbitrator any and all matters that remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be a reputable regional or national independent accounting firm with offices in southern California, which is reasonably acceptable to both parties. The Seller and Buyer shall each have an opportunity to present to the Accounting Firm their respective position in writing (accompanied by any supporting documentation) and shall respond promptly to any question raised by the Accounting Firm.

The Accounting Firm shall be directed to render a written decision resolving the matters submitted to it within 30 days following submission. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and disbursements of Seller’s independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by Seller. The cost of the Accounting Firm and the other costs reasonably incurred by the parties in connection with resolving any dispute regarding Indebtedness under this Section 2.03 shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the

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Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted.

Once the Reconciled Closing Indebtedness is determined and the Statement becomes final pursuant to Section 2.03(b), the Purchase Price shall be recalculated based on the final Reconciled Closing Indebtedness and the final amount by which the Purchase Price shall be decreased or increased shall be determined (the amount of such increase or decrease, the “ Final Adjustment Amount ”). If the Final Adjustment Amount differs from the Estimated Adjustment Amount and additional Purchase Price is owed, Buyer shall pay such additional Purchase Price within 5 business days after determination of the Final Adjustment Amount. If the Final Adjustment Amount differs from the Estimated Adjustment Amount and Buyer is due a credit of a portion of the Purchase Price, Buyer may deduct such amount from the Second Payment.

The term “ Indebtedness ” means (a) Debt plus (b) Current Liabilities minus (c) Current Assets. The term “ Debt ” means (i) any liability of Target for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent, (1) for borrowed money, (2) under any reimbursement obligation relating to a letter of credit, bankers’ acceptance or note purchase facility, (3) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), and (ii) any liability of others described in the preceding clause (i) that Target has guaranteed. The terms “ Current Assets ” and “ Current Liabilities ” mean the current assets and current liabilities, respectively, of the Target, calculated in accordance with GAAP. “ GAAP ” means United States generally accepted accounting principles consistent with the Target’s past practices.

Following the Closing, Buyer shall not take any actions with respect to the accounting books and records of the Target on which the Statement is to be based that would obstruct or prevent the preparation of the Statement and the determination of Closing Indebtedness as provided in this Section 2.03. During the period of time from and after the date of delivery of the Statement to Seller through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.03, Buyer shall afford to Seller and any accountants, counsel or financial advisers retained by Seller in connection with any adjustment to the Purchase Price contemplated by this Section 2.03 reasonable access during normal business hours on five days’ written notice to the books and records of the Target (if within the control of Buyer) to the extent relevant to the adjustment contemplated by this Section 2.03; and Buyer shall instruct its accounting staff to cooperate reasonably with Seller’s representatives.

Time and Place . The closing of the transactions contemplated hereby (the “ Closing ”) shall take place remotely via the electronic exchange of signatures and will be effective as of 12:00am PST on December 28, 2015 (the “ Closing Date ”).

Closing Deliveries by Buyer . At the Closing, Buyer shall deliver the following to Seller simultaneously with the deliveries of Seller set forth in Section 2.06: this Agreement, duly executed by Buyer; and

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a Pledge and Security Agreement in the form of Exhibit A hereto (the “ Pledge Agreement ”), pursuant to which the Membership Interests will be pledged as security for Buyer’s obligations under Section 2.02, duly executed by Buyer.

Closing Deliveries by Seller . At the Closing, Seller shall deliver the following to Buyer simultaneously with the deliveries of Buyer set forth in Section 2.05: a Bill of Sale Transferring the Membership Interests to Buyer; the Pledge Agreement, duly executed by Seller; and this Agreement, duly executed by Seller.

Article III. Representations and Warranties of Seller

Seller hereby represents and warrants as follows:

Organization and Power . Each of Target and Subsidiary is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Target and Subsidiary have all requisite power and authority and all material licenses, permits and authorizations necessary to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Purchase Agreement.

Authorization; No Breach; Consents . The execution, delivery and performance of this Purchase Agreement have been duly authorized by the Seller and Target, as applicable. This Purchase Agreement is a valid and binding obligation of the Seller, and is enforceable in accordance with its terms. The execution and delivery by the Seller of this Purchase Agreement and the fulfillment of and compliance with the terms hereof by the Seller does not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Seller’s, Target’s or Subsidiary’s assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to any law, statute, rule or regulation to which the Seller, Target or Subsidiary Target is subject, or any agreement, instrument, order, judgment or decree to which the Seller, Target or Subsidiary is a party or by which any of them is bound; except for those consents set forth on Schedule 3.02.

Capitalization . The Membership Interests constitute all of the authorized and outstanding membership interests of the Target immediately prior to the Closing. There are no outstanding options, warrants, conversion rights, subscription rights, or any other security convertible into or exchangeable for membership interests in the Target. The Target owns all of the authorized and outstanding membership interests of Subsidiary, and by virtue of such ownership is the ultimate owner of all of the assets of Subsidiary. There are no outstanding options, warrants, conversion rights, subscription rights, or any other security convertible into or exchangeable for membership interests in Subsidiary. Target has no other subsidiaries, including the entity Cinema Now, Inc., which is unaffiliated with Seller or Target and which entity has no current ownership of or relationship to the Business.

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Taxes . The Target is characterized as a pass-through entity for United States federal income tax purposes. Except as would not be expected to have a Material Adverse Effect, the Seller and Target have each (a) prepared and filed all federal, state and local tax returns and reports required to be filed within the time prescribed by law. No federal or state income tax return of Target has ever been audited.

Intellectual Property .

Target and Subsidiary own and possess, or have the right to use pursuant to a valid license, all Intellectual Property necessary for the operation of the Business as conducted as of the date hereto, which Intellectual Property is set forth on Schedule 3.05 hereto (which shall be delivered by Seller to Buyer no later than 10 days after the Closing Date).

To the Seller’s Knowledge, the Business as presently conducted does not infringe upon or violate the Intellectual Property rights of a third party. To the Knowledge of Seller, no third party has interfered with, challenged, infringed upon, misappropriated, or violated any Intellectual Property rights of Target with respect to the Business.

Balance Sheet; Gross Revenue .

Schedule 3.06 (which shall be delivered by Seller to Buyer no later than 10 days after the Closing Date) sets forth the (i) unaudited balance sheet of Target as of December 31, 2014 and as of November 30, 2015 (ii) the related schedules and notes (collectively, the “ Balance Sheets ”). The Balance Sheets have been prepared from the books and records of Target in conformity with GAAP (except in each case as described in the notes thereto and except as set forth on Schedule 3.06) and on that basis fairly present (subject to normal, recurring year-end audit adjustments) the financial condition and results of operations of Target as of the respective dates thereof and for the respective periods indicated. The books and records of Target accurately, fairly and correctly set out and disclose, in all material respects, all financial transactions of Target for the periods noted therein.

Target does not have any material liabilities or obligations of the type required by GAAP to be reflected on the Balance Sheets (whether accrued, absolute, contingent, unasserted or otherwise), except (i) as disclosed, reflected or reserved against in the Balance Sheets and the notes thereto, (ii) for items set forth in Schedule 3.06, and (iii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent Balance Sheet.

For calendar year 2015, Target’s gross revenue on a cash receipts basis is not less than nine million three hundred thousand U.S. dollars ($9,300,000). Such revenue does not include any revenue received with respect to any Intercompany Account or otherwise from any Affiliate of Seller. Seller makes no representation or warranty with respect to the future revenues or performance of Target or the Business.

Brokers . Seller has not dealt with any broker, finder, or other similar Person in connection with the offer or sale of the Membership Interests and the transactions contemplated by this Purchase Agreement, and Seller is not under any obligation to pay any broker’s fee, finder’s fee or commission in connection with such transactions.

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Litigation . Except for the matter set forth on Schedule 3.08 , to the Knowledge of Seller, there is no Action pending or threatened in writing against Seller, the Target or Subsidiary. To the Knowledge of Seller, there are no judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court or administrative agency, or by arbitration) against Seller, Target or Subsidiary that could interfere with the conduct of the Business as presently conducted or prevent or delay the transactions contemplated in this Agreement.

Intercompany Receivables and Payables . Prior to or concurrently with the Closing, Target shall assign to Seller, and Seller shall assume from Target, all of the Intercompany Accounts.

Officers and Managers . The limited liability company manager of Target is Seller. The officers of the Target and Subsidiary are set forth on Schedule 3.10. No officer of the Target or Subsidiary is party to any employment agreement with the Target, Subsidiary, or any other Affiliate of Seller, Target or Subsidiary.

No Other Representations or Warranties . Except for the representations and warranties contained in this Article III, neither Seller nor any of Seller’s Affiliates makes any express or implied representation or warranty with respect to Target, Subsidiary or the Business, or with respect to any other information provided, or made available, to Buyer in connection with the contemplated transaction. Except for the representations and warranties contained in this Article III, Seller hereby disclaims any and all other representations and warranties, whether express or implied (including any implied warranty or representation as to the value, condition, merchantability or suitability of the Target or Subsidiary or any of their assets).

As-Is . Buyer has performed its own due diligence. Except for the representations and warranties of Seller contained in this Article III, Seller is not making and has not made, and no other person or entity is making or has made on behalf of Seller, any express or implied representation or warranty in connection with this Purchase Agreement, and no person or entity is authorized to make any such representation or warranty on behalf of Seller. The parties acknowledge and agree that the Membership Interests and the Business are being sold “ as is ,” “ where is ” and with “ all faults ,” and Buyer shall have no recourse against Seller for any claim relating to the same other than to the extent of any indemnification under Article VI with respect to any representation or warranty of Seller contained in this Article III, or with respect to any Purchase Price adjustment pursuant to Section 2.03, or with respect to Section 5.03.

Representations and Warranties of Buyer

Buyer represents and warrants as follows:

Organization and Power . Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority and all material licenses, permits and authorizations necessary to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Purchase Agreement.

Authorization; No Breach . The execution, delivery and performance of this Purchase Agreement have been duly authorized by the Buyer. This Purchase Agreement is a valid and

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binding obligation of Buyer, and is enforceable in accordance with its terms. The execution and delivery by Buyer of this Purchase Agreement and the fulfillment of and compliance with the terms hereof by Buyer does not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon Buyer’s assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to any law, statute, rule or regulation to which Buyer is subject, or any agreement, instrument, order, judgment or decree to which Buyer is a party or by which it is bound.

Brokers . Buyer has not dealt with any broker, finder, or other similar Person in connection with the offer or purchase of the Membership Interests and the transactions contemplated by this Purchase Agreement, and Buyer is not under any obligation to pay any broker’s fee, finder’s fee or commission in connection with such transactions.

Certain Covenants and Other Matters

Publicity . Seller and Buyer will consult with one another and provide the other with the opportunity to review the completed proposed press release or statement before issuing any press release or otherwise making any public statements in respect of the transactions contemplated by this Purchase Agreement and will not issue any such press release or make any such public statement prior to such consultation and review, except as Seller or Buyer may be required by any applicable law or by obligations pursuant to the requirements of any national securities exchange, as determined by Seller or Buyer, as the case may be, in consultation with the applicable party’s legal counsel.

Cooperation on Payment of Indebtedness . Between the Closing Date and the Funding Date, Buyer acknowledges and agrees that Seller will negotiate payment of certain items of the Indebtedness as specified on Schedule 2.03(a) , and that Seller is authorized to do so both for itself and on behalf of Target. Buyer agrees to use commercially reasonable efforts to cooperate, and to cause Target to cooperate, as reasonably requested by Seller to facilitate Seller’s resolution and payment of such Indebtedness after Closing and prior to the Funding Date.

Tax Matters .

Buyer and Target shall have the right to represent the interests of the Target in any Tax audit or administrative or court proceeding relating to Tax Returns (a “ Tax Claim ”); provided , however , that solely with respect to Tax Claims for any period ending on or before the Closing Date for which Seller may be liable for Taxes pursuant to this Purchase Agreement, Seller shall have the right to control any such Tax Claims. With respect to Tax Claims that include a Straddle Period for which each of Buyer and Seller could be liable for Taxes, the parties shall cooperate and jointly defend any such Tax Claim. If either Seller or Buyer relinquishes control to the other party pursuant to a written relinquishment, the controlling party (i) shall keep the other party reasonably informed and consult with the other party and its tax advisors with respect to any issue relating to such Tax Claim; (ii) Buyer shall provide Seller with copies of all correspondence, notices and other written materials received from any taxing

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authority relating to such Tax Claim and shall otherwise keep the other party and its tax advisors advised of significant developments and significant communications involving representatives of the taxing authority with respect thereto; (iii) Buyer shall provide the other party with a copy of any written submission to a taxing authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that the other party or its tax advisors may have with respect thereto; and (iv) Buyer shall not settle or otherwise resolve such Tax Claim without the consent of Seller, which consent will not be unreasonably withheld.

Seller hereby agrees to be liable for and to indemnify and hold Buyer Indemnitees harmless from and against all Losses in respect of, (i) any and all Taxes with respect to Target (A) for any taxable period ending on or before the Closing Date and (B) for the portion of any Straddle Period (as defined below) ending on the Closing Date (determined as provided in Section 5.03(f) ); (ii) any and all Taxes resulting from Target having been included in any consolidated, combined or unitary tax return that included Target for any taxable period (or portion thereof) ending on or before the Closing Date pursuant to Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local or foreign law or regulations; and (iii) any Taxes required to be paid by Seller pursuant to Section 5.03(e) .

(a) Seller (or its representative) shall have the right to prepare, or cause to be prepared, all federal, state, foreign and local Tax Returns with respect to Target that are required to be filed after the Closing Date which relate to any taxable period ending on or before the Closing Date. All such Tax Returns shall be prepared in a manner consistent with the past practice of Seller or Target (as applicable) to the extent permitted by law. The personnel of Buyer and of Target shall cooperate reasonably with Seller (or its representative) in connection therewith and shall provide, at no expense to Seller (or its representative), such accounting and tax schedules and other information as is reasonably requested by the accountants who shall prepare such Tax Returns. Seller (or its representative) shall deliver to Buyer for its review a copy of the proposed Tax Returns no later than forty-five (45) days prior to the filing date of each such Tax Return (including extensions thereof) for Buyer’s review. The proposed Tax Return will be deemed to be acceptable to Buyer unless Buyer notifies Seller in writing of any disagreement within twenty (20) days after receiving such Tax Return, setting forth in reasonable detail the basis of Buyer’s disagreement. Seller and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Buyer are unable to resolve any dispute with respect to such Tax Returns at least ten (10) days prior to the due date for filing, such dispute shall be resolved by submitting the matter for resolution by the Accounting Firm, which resolution shall be binding upon Buyer and Seller. Seller shall file all such Tax Returns.

Following the Closing, Buyer shall cause to be timely filed all Tax Returns required to be filed by or with respect to Target after the Closing Date (other than the Tax Returns to be prepared by Seller in accordance with Section 5.03(c)(i) above) and, subject to the rights to payment from the Seller under Section 5.03(c)(iii) , pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with prior practice to the extent permitted by applicable law. Buyer shall provide Seller with copies of completed drafts of such Tax Returns (to the extent any Tax shown due thereon is required to be paid by Seller pursuant to Section 5.03(b) ) at least forty-five (45) days prior to the due date for

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filing thereof, for Seller’s review. The proposed Tax Return will be deemed to be acceptable to Seller unless Seller notifies Buyer in writing of any disagreement within thirty (30) days after receiving such Tax Return, setting forth in reasonable detail the basis of Seller’s disagreement. Buyer and Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Buyer and Seller are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved by submitting it to the Accounting Firm, which resolution shall be binding upon Buyer and Seller.

Not later than five (5) days prior to the due date for the payment of Taxes on any Tax Return which Buyer has the responsibility to cause to be filed pursuant to Section 5.03(c)(ii) . Seller shall pay to Buyer the amount of Taxes, as determined Buyer, owed by Seller pursuant to the provisions of Section 5.03(b) .

Seller and Buyer shall (A) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceedings relating to Liability for Taxes or as may be reasonably requested with respect to the purchase of insurance or similar coverage for Liabilities related to Taxes, (B) each retain and provide the other with any records or other information which may be relevant to such Tax Return, audit or examination, proceeding determination, or insurance purchase and (C) each provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other for any period.

Buyer shall notify Seller in writing within five (5) days of receipt by Buyer, any Affiliate of Buyer, or Target of any notice of any pending or threatened in writing Tax audits or assessments relating to the income, properties or operations of Target, in each case for periods ending on or before the Closing Date, provided , however , that the failure to give such notice as provided herein shall not relieve Seller of its obligations under this Section 5.03 except to the extent that Seller is actually prejudiced thereby.

Seller shall be liable for, and shall pay when due, any transfer, gains, documentary, sales, use, registration, stamp, value added or other similar Taxes payable by reason of the transactions contemplated by this Agreement or attributable to the sale, transfer or delivery of the Membership Interests under this Agreement, and Seller shall file (or cause Target to file) all necessary Tax Returns and other documentation with respect to all such Taxes.

Target and Seller will, unless prohibited by applicable law, close the taxable period of Target as of the end of the day on the Closing Date. If applicable law does not permit Target to close its taxable year on the Closing Date or in any case in which a Tax with respect to Target is assessed with respect to a taxable period which begins before the Closing Date and ends after the Closing Date (a “ Straddle Period ”), the resulting Tax obligation shall be allocated (i) to Seller for the period up to and including the Closing Date, and (ii) to Buyer for the period subsequent to the Closing Date. Any allocation of Taxes attributable to any period beginning before and ending after the Closing Date shall be made by means of a closing of the books and records of Target as of the close of the Closing Date, provided that exemptions, allowances,

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deductions (including, but not limited to, depreciation and amortization deductions) or any Taxes (such as property or similar Taxes) that are calculated on an annual basis shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period; provided however, that for income Tax purposes, if a closing of the books and records of Target is not permissible under applicable Law, then the amount of Taxes attributable to Seller shall be determined as if such closing of the books and records had occurred and any net operating loss of Target carried forward shall be allocated to the period ending on or before the Closing Date. Any disagreements regarding the allocations shall be promptly resolved by submission to the Accounting Firm, whose decision shall be binding on the parties.

None of Buyer or any Affiliate of Buyer shall (or shall cause or permit Target to) amend, refile or otherwise modify any Tax Return relating in whole or in part to Target with respect to any taxable year or period beginning before the Closing Date without the prior written consent of Seller, which consent may not be unreasonably withheld.

Except to the extent any such Tax refund attributable to a carryback of a loss that arises in a taxable period ending after the Closing Date, any Tax refund (including any interest with respect thereto) relating to Target for any taxable period ending on or prior to the Closing Date shall be the property of Seller, and if received by Buyer or Target, shall be paid over promptly to Seller, net of any current year cash Taxes of Target attributable to the receipt thereof. Buyer shall not, and shall not allow Target to, carry back any net operating loss, capital loss, Tax credit or any other similar Tax attribute attributable to a taxable period ending on or prior to the Closing Date without Seller’s written consent, which can be withheld in Seller’s sole and absolute discretion. In the case where a Tax refund is attributable to a legally required carry back of a loss that cannot be waived, then notwithstanding anything in this Agreement, Seller shall not be liable for any amount of additional Taxes as a result of such carry back.

Any claim for indemnity under this Section 5.03 may be made at any time prior to sixty (60) days after the expiration of the applicable Tax statute of limitations with respect to the relevant taxable period (including all periods of extension, whether automatic or permissive).

In the event of a conflict between the provisions of this Section 5.03, on the one hand, and the provisions of Article VI, on the other, the provisions of this Section 5,03 shall control.

After the Closing Date, each of Seller and Buyer shall (and shall cause their respective Affiliates to): assist the other party or parties, as the case may be, in preparing any Tax Returns which such other party or parties, as the case may be, is responsible for preparing and filing in accordance with Section 5.03(b) ; cooperate fully in responding to any inquiries from or preparing for any audits of, or disputes with taxing authorities regarding, any Taxes or Tax Returns of or with respect to Target;

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make available for review by the other party or parties, as the case may be, as reasonably requested, all information in its possession relating to Target which may be relevant to any Tax Return, audit or examination, proceeding or determination and to any taxing authority as reasonably requested by Seller or Buyer all information, records, and documents relating to Taxes of or with respect to Target; timely provide to the other party or parties, as the case may be, powers of attorney or similar authorizations necessary to carry out the purposes of this Section 5.03.

Confidentiality . From and after the Closing Date, Seller shall not and shall cause each of its Affiliates not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Buyer or use or otherwise exploit for their own benefit or for the benefit of anyone other than Buyer, any Confidential Information (as defined below). Seller shall not have any obligation to keep confidential (or cause any of its Affiliates to keep confidential) any Confidential Information if and to the extent disclosure thereof is specifically required by applicable law or court order; provided, however, that in the event disclosure is required by applicable law or court order,

Seller shall provide Buyer with prompt notice of such requirement prior to making any disclosure so that Buyer may seek an appropriate protective order. For purposes of this Section, “ Confidential Information ” means any secret or confidential information developed for or maintained with respect to the Target and the Business, including, without limitation, the Target’s proprietary software. “ Confidential Information ” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure prohibited hereunder.

Consents: Further Assurances . Consistent with the terms and conditions of this Purchase Agreement, each party hereto will use its commercially reasonable efforts to execute and deliver such other documents as reasonably requested by the other party in order to carry out this Purchase Agreement and the transactions contemplated hereby. Buyer and Seller shall use their commercially reasonable efforts and will cooperate with each other to the extent reasonably necessary to obtain all consents, approvals and waivers, if any, from third parties required to consummate the transactions contemplated by this Purchase Agreement, provided, however, that, in obtaining such consents, approvals and waivers, neither Seller nor any of its Affiliates shall be required to make any payment or guarantee or to take any action which would impose any material cost, expense or liability on Seller or any of its Affiliates.

Indemnification

Indemnification .

Subject to the limitations set forth in this Article VI, Seller shall indemnify, defend and hold harmless Buyer, and its Affiliates (which shall include, from and after Closing, the Target), and each of their respective managers, directors, officers, employees, agents and members (each of the foregoing Persons, individually, a “ Buyer Indemnitee ” and, collectively, the “ Buyer Indemnitees ”) from and against any and all Losses, and pay to each Buyer Indemnitee the amount of any and all Losses suffered by the Buyer Indemnitee arising out of or resulting from (i) any breach of any representation or warranty made by Seller herein; and (ii) the litigation matter set forth on Schedule 3.08 .

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Subject to the limitations set forth in this Article VI, Buyer and Target shall indemnify, defend and hold harmless Seller and its Affiliates, and each of their respective managers, directors, officers, employees, agents and members (each of the foregoing Persons, individually, a “ Seller Indemnitee ” and, collectively, the “ Seller Indemnitees ”! from and against any and all Losses, and pay to each Seller Indemnitee the amount of any and all Losses suffered by the Seller Indemnitee arising out of or resulting from any breach of any representation or warranty made by Buyer herein.

Indemnification Procedures .

In the event that a Person entitled to indemnification under this Article VI (the “ Indemnified Party ”) shall incur or suffer any Losses in respect of which indemnification is required under Section 6.01(a) or (b) (each an “ Indemnity Claim ”!, including any Third Party Claim, the Indemnified Party must assert a claim for indemnification by a written notice delivered to the party from which indemnification is required under Section 6.01 (a) or (b) (the “ Indemnifying Party ”), which notice must contain reasonably sufficient detail and information of the Losses as then known and stating the nature and basis of such Losses (a “ Notice of Loss ”). The Indemnified Party shall promptly deliver the Notice of Loss to the Indemnifying Party, provided that any delay in providing the Indemnifying Party with a Notice of Loss shall not, subject to Section 6.03, relieve the Indemnifying Party from any Liability that it may have to the Indemnified Party under Section 6.01 except to the extent that the Indemnifying Party’s ability to defend such claim is materially prejudiced by the Indemnified Party’s failure to provide such Notice of Loss in a timely manner. If the Notice of Loss relates to a Third Party Claim, then the procedures set forth in Sections 6.02(b), (c) and (d) shall be applicable.

In no event may the Indemnified Party admit any Liability with respect to any Third Party Claim or settle, compromise, pay or discharge the same without the prior written consent of the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense (at the Indemnifying Party’s expense) of any Third Party Claim through counsel of the Indemnifying Party’s own choosing by so notifying the Indemnified Party within 21 days after the receipt by the Indemnifying Party of the Notice of Loss for such Third Party Claim from the Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control the defense of such Third Party Claim and any Action arising therefrom.

If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to the Indemnifying Party, of records and information reasonably relevant to such Third Party Claim, and making employees of the Target reasonably available to provide

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additional information and explanation of any materials provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that, by its terms, discharges the Indemnified Party from the full amount of Liability in connection with such Third Party Claim and imposes only monetary damages. Without the prior written consent of the Indemnifying Party, which consent may be granted or withheld in the Indemnifying Party’s sole and absolute discretion, the Indemnified Party may not settle or otherwise dispose of any Third Party Claim for which the Indemnifying Party may have any Liability and for which the Indemnifying Party has assumed the defense thereof. The Indemnifying Party shall not be liable under this Agreement for any settlement, compromise or discharge effected without its consent in respect of any Third Party Claim for which the Indemnifying Party has assumed the defense thereof. No Indemnified Party shall take any action that may prejudice the Indemnifying Party’s defense of any Third Party Claim, nor shall any party to this Agreement or any Seller Indemnitee or Buyer Indemnitee induce any Person to assert a claim that may become an Indemnity Claim.

If the Indemnifying Party has notified the Indemnified Party in writing of its election to assume control of the defense of a Third Party Claim and the Indemnifying Party has assumed the defense, the Indemnifying Party shall not have any Liability to such Indemnified Party hereunder for any costs, expenses, or fees thereafter incurred by such Indemnified Party in connection with the defense of such Third Party Claim. If the Indemnifying Party does not assume control of the defense of such Third Party Claim within 21 days after the Indemnifying Party receipt of the Notice of Loss for such Third Party Claim, then the Indemnified Party shall have the right to defend against, negotiate, settle or otherwise deal with such Third Party Claim without the consent of the Indemnifying Party.

Survival . The representations and warranties of the parties contained in this Agreement shall survive the Closing as follows (for each representation and warranty, its “ Survival Period ”): (a) the Fundamental Representations and Warranties shall survive the Closing without termination (subject to any applicable statute of limitations); and (b) all other representations and warranties in this Agreement shall survive the Closing and forever terminate on December 31, 2017. Notwithstanding the Survival Period, if a Notice of Loss for breach of representation or warranty is delivered before the end of the Survival Period for such representation or warranty, the claim described in the Notice of Loss for breach of such representation or warranty will survive. All of the covenants set forth in this Agreement shall survive the Closing until fully performed.

Limitation on Liability .

The Seller shall not have any Liability under clause (i) of Section 6.01(a) unless the aggregate amount of Losses suffered by Buyer for breaches of any representation or warranty made by the Seller herein for which the Seller is responsible under this Article VI exceeds $50,000 (and Buyer shall be solely responsible for all such Losses), after which time the Seller will be obligated only to provide indemnity under Section 6.01(a) for Losses in excess of such amount. Buyer shall not have any Liability under Section 6.01(b) unless the aggregate amount of Losses suffered by Seller for breaches of any representation or warranty made by Buyer herein for which Buyer is responsible under this Article VI exceeds $50,000 (and Seller shall be solely responsible for all such Losses), after which time Buyer will be obligated only to provide indemnity under Section 6.01(b) for Losses in excess of such amount.

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The maximum Liability of Seller and of Buyer under Section 6.01(a) and Section 6.01(b), respectively, other than for breaches of the Fundamental Representations and Warranties, is the amount equal to 35% of the aggregate Purchase Price actually paid by Buyer to Seller. The maximum Liability of Seller and Buyer under Section 6.01(a) or 6.01(b), respectively, for breaches of the Fundamental Representations and Warranties is the aggregate Purchase Price actually paid by Buyer to Seller, less the amount of all Losses for which Seller or Buyer is responsible under Section 6.01(a) or 6.01(b), respectively, other than for breaches of the Fundamental Representations and Warranties.

In calculating the amount of any Losses indemnifiable under this Article VI, the amount of such Losses shall be net of any net Tax Benefit actually realized by the Indemnified Party by reason of the facts and circumstances giving rise to the indemnification.

In calculating the amount of any Losses indemnifiable under this Article VI, the amount of such Losses shall be reduced by any amounts when, as and if actually received by the Indemnified Party under insurance policies maintained by it (“ Insurance Proceeds ”), less the sum of (i) any reasonable costs incurred in the collection thereof and (ii) any amounts actually paid by the Indemnified Party as a result of such Losses as premiums retroactively assessed under any applicable provisions of insurance policies that cover such Losses (in whole or in part) (collectively, the “ Insurance Costs ”). No Indemnified Party shall be required to maintain any insurance policies or to make any efforts to collect any Insurance Proceeds under any insurance policy.

For the avoidance of doubt, no indemnified party shall be indemnified for any Losses to the extent such Losses were or should have been taken into account in the Purchase Price adjustment procedures set forth in Section 2.03.

Intentionally omitted .

No Consequential Damages . Etc. Notwithstanding anything to the contrary in this Agreement, no party to this Agreement has or will have any Liability under this Article VI (including to any Seller Indemnitee or Buyer Indemnitee) or under Section 2.03 or Section 5.03, and each of the parties to this Agreement (on behalf of itself and the Seller Indemnitees and Buyer Indemnitees) waives and releases all claims under and agrees not to seek any claims for Losses consisting of, any special, exemplary, consequential or indirect damages (including diminution in value), in each case however characterized, whether in contract or in tort.

Miscellaneous

Amendment . This Purchase Agreement may not be amended or supplemented at any time, except by an instrument in writing signed on behalf of each party hereto.

Notices . All communications in connection with this Purchase Agreement shall be in writing and shall be deemed properly given if hand delivered or sent by e-mail (provided that such communication is acknowledged electronically as received by the recipient), facsimile

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(provided that such communication is confirmed by same-day deposit in the United States mail first class postage prepaid) or pre-paid nationally recognized overnight courier with adequate evidence of delivery or sent by registered or certified mail, postage prepaid and return receipt requested and addressed as follows:

If to Buyer: FilmOn. TV Networks Inc. 338 North Canon Drive Beverly Hills, CA 90210

If to Seller: RMH Holdings Parent, LLC 2121 Avenue of the Stars, 34th Floor Los Angeles, CA 90067

or such other addresses or Persons as the recipient shall have designated to the sender by a written notice given in accordance with this Section. Any notice called for hereunder shall be deemed delivered when received.

Governing Law . This Purchase Agreement shall be governed by and construed in accordance with the substantive law of the State of California without giving effect to the principles of conflicts of law thereof.

Submission to Exclusive Jurisdiction . For any actions arising hereunder, all parties agree that suit will only be filed in a state or federal court sitting in the County of Los Angeles, California, and all parties agree to submit to the personal jurisdiction of such courts.

Severability . If any term or other provisions of this Purchase Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Purchase Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner material to any party.

Counterparts . This Purchase Agreement may be signed in any number of counterparts, via original, facsimile or PDF signatures, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Purchase Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

Entire Agreement; Third Party Beneficiaries . This Purchase Agreement, together with its exhibits, schedules, and other agreements referred to herein, constitutes the entire agreement of the parties and supersedes all other prior agreements and understandings, both oral and written, among the parties or any of them, with respect to the subject matter hereof. This Purchase Agreement shall be binding upon and inure solely to the benefit of the parties hereto, and nothing herein, including the documents and information supplied in writing, and instruments referred to herein, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Purchase Agreement.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

The parties to this Purchase Agreement have caused it to be duly executed as of the date first above written.

“ SELLER ”

RMH HOLDINGS PARENT, LLC

By: /s/ William Koneval Name: William Koneval Title: Chief Executive Officer

“ BUYER ”

FILMON. TV NETWORKS INC.

By: /s/ Alki David Name: Alki David Title: Chief Executive Officer

[signature page to Reliance Majestic Holdings LLC Purchase Agreement]

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 2.2

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

BY AND AMONG

FILMON.TV NETWORKS INC. OVG ACQUISITION CORPORATION

OVGUIDE.COM, INC.

AND

SECURITYHOLDER REPRESENTATIVE

Dated as of February 29, 2016

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

ARTICLE I THE MERGER

1.1 The Merger. At the Effective Time (as defined below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (the “ DGCL ”), Sub shall be merged with and into the Company, the separate corporate existence of Sub shall cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation is hereinafter referred to as the “ Surviving Corporation .”

1.2 Effective Time . Unless this Agreement is earlier terminated pursuant to Section 8.1 hereof, the closing of the Merger (the “ Closing ”) will take place as promptly as practicable following the execution and delivery hereof by the parties hereto, conditioned upon the satisfaction or waiver of the conditions set forth in Article VI hereof, at the offices of The Law Offices of Barry K. Rothman, 1901 Avenue of the Stars, Suite 370, Los Angeles, CA 90067, unless another time or place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing actually occurs shall be referred to herein as the “ Closing Date .” On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger in substantially the form attached hereto as Exhibit B (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware, in accordance with the applicable provisions of the DGCL (the date and time the Merger becomes effective in accordance with the provisions of the DGCL shall be referred to herein as the “ Effective Time ”).

1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Sub shall vest in the Surviving Corporation, and all restrictions, disabilities and duties of the Company and Sub shall become the restrictions, disabilities and duties of the Surviving Corporation.

1.4 Organizational Documents. (a) Unless otherwise determined by Parent prior to the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the certificate of incorporation of Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; provided, however, that at the Effective Time, Article I of the articles of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is OVGuide Inc.” (b) Unless otherwise determined by Parent prior to the Effective Time, the bylaws of Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation at the Effective Time until thereafter amended in accordance with the DGCL and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

1.5 Management. (a) Directors of Company. The directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected and qualified. (b) Officers of Company. The officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately after the Effective Time, each to hold office in accordance with the provisions of the bylaws of the Surviving Corporation.

1.6 Definitions; Effect of the Merger on Company Securities. (a) Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings: (i) “ Accounts Payable ” means accounts payable, notes payable and other payables generated in connection with the business of the Company. (ii) “ Accounts Receivable ” means accounts receivable, notes receivable and other receivables generated in connection with the business of the Company and its subsidiaries. (iii) “ Affiliate ” shall have the meaning ascribed to such term in Rule 144 promulgated under the Securities Act of 1933, as amended. (iv) “ Anti-Corruption and Anti-Bribery Laws ” shall mean the Foreign Corrupt Practices Act of 1977, as amended, any rules or regulations thereunder, or any other applicable United States or foreign anti-corruption or anti-bribery laws or regulations. (v) “ Bonus Amount ” shall mean $800,000. (vi) “ Bonus Plan ” has the meaning in Section 5.18 . (vii) “ Bonus Shares ” shall mean the number of shares of Parent Common Stock equal to the Bonus Amount divided by the Parent Common Stock (Cash) Value Per Share. (viii) “ Bonus Recipient ” shall mean Key Employees who receive a bonus pursuant to the Bonus Plan.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(ix) “ Business Day(s) ” shall mean each day that is not a Saturday, Sunday or holiday on which banking institutions located in Los Angeles, California are authorized or obligated by Law or executive order to close. (x) “ Cause ” has the meaning in Section 1.7(c). (xi) “ Code ” means the Internal Revenue Code of 1986, as amended. (xii) “ Common Aggregate Parent Common Stock Share Number ” means the number of shares of Parent Common Stock obtained by dividing (a) the Total Common Consideration (Cash) Value by (b) Parent Common Stock (Cash) Value Per Share. (xiii) “ Company Capital Stock ” shall mean shares of Company Common Stock and Company Preferred Stock. (xiv) “ Company Common Stock ” shall mean shares of common stock, $0.001 par value per share, of the Company. (xv) “ Company Common Stock Closing Consideration Value Per Share ” means the dollar amount obtained by multiplying (a) the Company Common Stock Consideration Value Per Share by (b) ninety percent (90%). (xvi) “ Company Common Stock Consideration Value Per Share ” means the dollar amount obtained by dividing (a) the Total Common Consideration (Cash) Value by (b) the Total Shares of Company Common Stock Outstanding. (xvii) “ Company Debt ” means all the debt of the Company immediately prior to the Effective Time as listed on the Certificate of the Company. (xviii) “ Company Material Adverse Effect ” shall mean any change, event or effect that is or is reasonably likely to be materially adverse to the business, assets (whether tangible or intangible), liabilities, condition (financial or otherwise), operations or capitalization of the Company and its subsidiaries, taken as a whole; provided , however , that any effect to the extent resulting or arising from any of the following shall not be considered when determining whether a Company Material Adverse Effect shall have occurred: (a) any change or development in general economic conditions in the industries or markets in which the Company or its subsidiaries operates, (b) any change in financing, banking or securities markets generally, (c) any act of war, armed hostilities or terrorism, change in political environment or any worsening thereof or actions taken in response thereto, (d) any change in Law or GAAP, or (e) any action taken pursuant to or in accordance with this Agreement; provided, in each of (a), (b) and (c), that such effects do not, individually or in the aggregate, have a materially disproportionate adverse impact on the Company and its subsidiaries, taken as a whole, relative to other Persons in the industries or markets in which the Company or any of its subsidiaries operates. (xix) “ Company Options ” shall mean all issued and outstanding options (including commitments to grant options) to purchase or otherwise acquire Company Common Stock (whether or not vested) held by any Person.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(xx) “ Company Per Share Parent Common Stock Amount ” means the number of shares of Parent Common Stock obtained by dividing (a) Common Aggregate Parent Common Stock Share Number by (b) the Total Shares of Company Common Stock Outstanding. (xxi) “ Company Per Share Parent Common Stock Closing Amount ” means the number of shares of Parent Common Stock obtained by multiplying (a) the Company Per Share Parent Common Stock Amount by (b) ninety percent (90%). (xxii) “ Company Per Share Parent Common Stock Post-Closing Amount ” means the number of shares of Parent Common Stock obtained by multiplying (a) the Company Per Share Parent Common Stock Amount by (b) ten percent (10%). (xxiii) “ Company Preferred Stock ” shall mean the Series A Preferred Stock and the Series A1 Preferred Stock, taken together. (xxiv) “ Company Products ” means all products, services and Technology offerings of the Company and its subsidiaries. (xxv) “ Contract ” shall mean any written or oral agreement, contract, subcontract, lease, binding understanding, instrument, note, bond, mortgage, indenture, option, warranty, purchase order, license, sublicense, benefit plan, obligation, commitment or undertaking of any nature. (xxvi) “ Covered Personal Information ” shall mean the following information the Company collects, uses or discloses from or about an individual: (i) first and last name; (ii) home or other physical address, including street name and city or town; (iii) email address or other online contact information, such as a user identifier or screen name; (iv) persistent identifier, such as IP address or machine I.D.; (v) telephone number, including home telephone number and mobile telephone number; (vi) physical location; or (vii) any other information from or about an individual consumer that alone or in combination with other information could be used to identify an individual or otherwise facilitate decisions regarding individuals. (xxvii) “ Conversion Ratio ” has the meaning in Section 1.6(c) . (xxviii) “ Deductions ” means all federal and state income Tax deductions related to the payment of employee bonuses, payment under deferred compensation arrangements, payment of any investment banking, legal or other advisory fees, and other expenses of the Company and its subsidiaries related to the transactions contemplated by this Agreement (including the Third Party Expenses). (xxix) “ Environmental Laws ” shall mean all Laws relating to pollution or protection of the environment, exposure of any individual to Hazardous Materials, and Laws which prohibit, regulate or control any Hazardous Material, including Laws relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, registration, distribution, labeling, sale, or the exposure of others to, recycling, use, treatment, storage, disposal, transport, or handling of Hazardous Materials or any product containing any Hazardous Material, and including related electronic waste, product content or product take-back requirements.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(xxx) “ Fully Diluted Shares ” shall mean the sum of (1) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, plus (2) the number of shares of Company Common Stock issuable upon conversion of shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, plus (3) the number of shares of Company Common Stock issuable upon exercise of all In-the-Money Company Options (whether or not vested) outstanding immediately prior to the Effective Time. (xxxi) “ GAAP ” shall mean United States generally accepted accounting principles consistently applied. (xxxii) “ Hazardous Materials ” means any material, emission, or substance that has been designated by a Governmental Authority to be a pollutant, contaminant, hazardous, toxic, radioactive or biological waste, or otherwise a danger to health, reproduction or the environment, including asbestos- containing materials (ACM), mold, and petroleum and petroleum products or any fraction thereof. (xxxiii) “ Holdback Aggregate (Cash) Value ” shall mean an amount equal to $806,257.29. (xxxiv) “ Holdback Participants ” shall mean all Stockholders. (xxxv) “ Holdback Per Share (Cash) Value ” means, solely with respect to shares of Parent Common Stock in the Holdback Fund and any release thereof to any of the Parent Indemnified Parties for indemnification pursuant to Article VII of this Agreement, the Parent Common Stock (Cash) Value Per Share (as may be appropriately adjusted for any stock split, dividend, combination or other recapitalization). The Holdback Per Share (Cash) Value is being ascribed to the shares of Parent Common Stock solely for purposes of valuing the Holdback Fund in connection with the satisfaction of indemnification claims pursuant, to Article VII , and not for any other purpose. (xxxvi) “ Indebtedness ” shall mean all Liabilities, including any applicable principal, fees, penalties (including with respect to any prepayment thereof), interest, premiums and any other costs and expenses, (a) for borrowed money, (b) evidenced by notes, bonds, debentures or similar obligations, (c) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (d) under capital leases, (e) in respect of declared but unpaid dividends owed to Stockholders, (f) in respect of distributions payable or loans or advances payable to any Affiliates, Stockholders or partners or (g) in the nature of guarantees of the obligations described in the preceding clauses (a)-(f). (xxxvii) “ Initial Holdback Share Number ” means the number of shares of Parent Common Stock obtained by dividing (a) the Holdback Aggregate (Cash) Value by (b) Parent Common Stock (Cash) Value Per Share.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(xxxviii) “ In-the-Money Company Options ” means each Company Option (whether vested or unvested) that is outstanding immediately prior to the Effective Time and has an exercise price per share that is less than the Company Common Stock Closing Consideration Value Per Share. (xxxix) “ Knowledge ” or “ Known ” shall mean, (a) with respect to the Company, (i) the actual knowledge of Sanjay Reddy or (ii) such knowledge of a fact or matter as Sanjay Reddy would reasonably be expected to have after due inquiry regarding the accuracy of any representation or warranty contained in this Agreement (collectively, the “Company Knowledge Parties”), and (b) with respect to the Parent, (i) the actual knowledge of Peter van Pruissen (ii) such knowledge of a fact or matter as Peter van Pruissen would reasonably be expected to have after due inquiry regarding the accuracy of any representation or warranty contained in this Agreement. (xl) “ Law ” shall mean any foreign, federal, state or local law, statute, regulation, constitution, ordinance, code, edict, rule, order, injunction, judgment, doctrine, decree, directive, ruling, writ, requirement, assessment, award or arbitration award of a Governmental Authority, settlement, Contract or governmental requirement enacted, promulgated, entered into, or imposed by, any Governmental Authority (including, for the sake of clarity, common law). (xli) “ Lien ” shall mean any lien, pledge, charge, claim, mortgage, security interest or other encumbrance of any sort. (xlii) “ Merger Consideration ” shall mean the number of shares of Parent Common Stock issuable to the Holdback Participants pursuant to this Agreement (which shall initially be equal to the Total Consideration Share Number) plus the number of shares of Parent Common Stock issuable to the Bonus Recipients pursuant to this Agreement plus the Rollover Options issuable pursuant to this Agreement, and in all cases shall include and be subject to adjustment in the event any shares of Parent Common Stock are issued after the Closing pursuant to Section 1.13 hereof . (xliii) “ Optionholder ” shall mean any holder of In-the-Money Company Options. (xliv) “ Out-of-the-Money Company Options ” means each Company Option that is not an In-the-Money Company Option. (xlv) “ Parent Common Stock ” shall mean shares of Common Stock of Parent, $0.001 par value per share. (xlvi) “ Parent Common Stock (Cash) Value Per Share ” means $8.00 per share of Parent Common Stock. (xlvii) “ Parent Fully-Diluted Capitalization ” means, at the Closing or thereafter as required solely for the purpose of making post-closing adjustments pursuant to this Agreement, the number of shares of outstanding Parent Common Stock on a fully-diluted basis, including (i) conversion or exercise of all outstanding securities convertible into or exercisable

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

for Parent Common Stock (including the shares issued on conversion of preferred stock, convertible notes, SAFES or similar convertible securities), (ii) exercise of all outstanding options and warrants to purchase shares of Parent Common Stock or securities convertible into Parent Common Stock and (iii) the shares reserved and available for issuance under Parent’s equity incentive plan. (xlviii) “ Parent Material Adverse Effect ” shall mean any change, event or effect that is materially adverse to the business, assets (whether tangible or intangible), financial condition, operations or capitalization of Parent and its subsidiaries, taken as a whole. (xlix) “ Permitted Liens ” means (i) landlords’, mechanics’, carriers’, workmen’s, repairmens’, carriers’, suppliers’ or similar Liens arising or incurred in the ordinary course of business which involve obligations that are not delinquent or are being contested in good faith, (ii) liens, including liens for Taxes and other charges, assessments and claims that are not yet delinquent or are being contested in good faith, and for which adequate reserves are contained in the Financial Statements; (iii) purchase money Liens and Liens securing rental payments under capital lease arrangement; and (iv) Liens incurred or deposits made in the ordinary course of business and not incurred in connection with the borrowing of money, including, but not limited to, in connection with workers’ compensation, unemployment insurance and other similar types of social security. (l) “ Person ” shall mean any natural person, company, corporation, limited liability company, general or limited partnership, trust, proprietorship, joint venture, or other business entity, unincorporated association, organization or enterprise, or any Governmental Authority. (li) “ Plan ” shall mean the Company’s 2007 Stock Option/Stock Issuance Plan. (lii) “ Pre-Closing Taxes ” shall mean any Taxes of the Company or its subsidiaries for any Pre-Closing Tax Period, including any Transaction Payroll Taxes. For this purpose, in the case of Taxes based on income, sales, proceeds, profits, receipts, wages, compensation or similar items and all other Taxes that are not imposed on a periodic basis, the amount of such Taxes that have accrued through the Closing Date for a Straddle Tax Period shall be deemed to be the amount that would be payable if the taxable year or period ended at the end of the day on the Closing Date based on an interim closing of the books, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated on a per diem basis. In the case of any Taxes that are imposed on a periodic basis for a Straddle Tax Period, the amount of such Taxes that have accrued through the Closing Date shall be the amount of such Taxes for the relevant period multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of the period up to and including the Closing Date and the denominator of which shall be the number of calendar days in the entire Straddle Tax Period. Notwithstanding the foregoing, Pre-Closing Taxes shall not include (i) any Taxes incurred on the Closing Date, after the Closing, outside of the ordinary course of business, (ii) any Taxes attributable to the making of an election under Section 336 or Section 338 of the Code, or any similar election for state, local or non-U.S. Tax purposes and (iii) any Transfer Taxes.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(liii) “ Pre-Closing Tax Period ” shall mean any taxable period ending on or prior to the Closing Date and the portion of any Straddle Period ending on, and including, the Closing Date. (liv) “ Pro Rata Portion ” shall mean, (i) with respect to each Holdback Participant, an amount, rounded to the nearest one one- hundredth of one percent with 0.005% rounded up, equal to the quotient (expressed as a percentage) obtained by dividing (a) the total number of shares of Parent Common Stock issuable to such Holdback Participant in connection with the Closing, by (b) the total number of shares of Parent Common Stock issuable to all Holdback Participants in connection with the Closing, (ii) with respect to each Bonus Recipient, an amount rounded to the nearest one one-hundredth of one percent with 0.005% rounded up, equal to the quotient (expressed as a percentage) obtained by dividing (a) the number of shares of Parent Common Stock held by such Bonus Recipient, by (b) the Total Parent Merger Consideration Shares and (iii) with respect to each Optionholder, an amount, rounded to the nearest one one-hundredth of one percent with 0.005% rounded up, equal to the quotient (expressed as a percentage) obtained by dividing (a) the number of Parent Shares issuable on exercise of Rollover Options held by such Optionholder by (b) the Total Parent Merger Consideration Shares. (lv) “ Rollover Option ” has the meaning set forth in Section 1.6(c) . (lvi) “ Rollover Option Exercise Price ” has the meaning set forth in Section 1.6(c) . (lvii) “ Related Agreements ” shall mean the Certificate of Merger and the PIIAAs. (lviii) “ SEC ” shall mean the United States Securities and Exchange Commission. (lix) “ Series A Aggregate Liq. Preference ” means the dollar amount obtained by multiplying (a) $0.353 and (b) the number of shares of Series A Preferred Stock outstanding immediately prior to the Effective Time. (lx) “ Series A Aggregate Parent Common Stock Share Number ” means the number of shares of Parent Common Stock obtained by dividing (a) the Series A Aggregate Liq. Preference by (b) Parent Common Stock (Cash) Value Per Share. (lxi) “ Series A Aggregate Parent Common Stock Closing Share Number ” means the number of shares of Parent Common Stock obtained by multiplying (a) the Series A Aggregate Parent Common Stock Share Number by (b) ninety percent (90%). (lxii) “ Series A Per Share Parent Common Stock Closing Amount ” means the number of shares of Parent Common Stock obtained by dividing (a) the Series A Aggregate Parent Common Stock Closing Share Number by (b) the number of shares of Series A Preferred Stock outstanding immediately prior to the Effective Time.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(lxiii) “ Series A Aggregate Parent Common Stock Post-Closing Share Number ” means the number of shares of Parent Common Stock obtained by multiplying (a) the Series A Aggregate Parent Common Stock Share Number by (b) ten percent (10%). (lxiv) “ Series A Preferred Stock ” shall mean the Company’s Series A Preferred Stock, $0.001 par value per share. (lxv) “ Series A1 Aggregate Liq. Preference ” means the dollar amount obtained by multiplying (a) $1.250 and (b) the number of shares of Series A1 Preferred Stock immediately prior to the Effective Time. (lxvi) “ Series A1 Aggregate Parent Common Stock Share Number ” means the number of shares of Parent Common Stock obtained by dividing (a) the Series A1 Aggregate Liq. Preference by (b) the Parent Common Stock (Cash) Value Per Share. (lxvii) “ Series A1 Aggregate Parent Common Stock Closing Share Number ” means the number of shares of Parent Common Stock obtained by multiplying (a) the Series A1 Aggregate Parent Common Stock Share Number by (b) ninety percent (90%). (lxviii) “ Series A1 Per Share Parent Common Stock Closing Amount ” means the number of shares of Parent Common Stock obtained by dividing (a) the Series A1 Aggregate Parent Common Stock Closing Share Number by (b) the number of shares of Series A1 Preferred Stock outstanding immediately prior to the Effective Time. (lxix) “ Series A1 Aggregate Parent Common Stock Post-Closing Share Number ” means the number of shares of Parent Common Stock obtained by multiplying (a) the Series A1 Aggregate Parent Common Stock Share Number by (b) ten percent (10%). (lxx) “ Series A1 Preferred Stock ” shall mean the Company’s Series A1 Preferred Stock, $0.001 par value per share. (lxxi) “ Stockholder ” shall mean any holder of any Company Capital Stock that is issued and outstanding immediately prior to the Effective Time. (lxxii) “ Straddle Tax Period ” shall mean any taxable period beginning on or before and ending after the Closing Date. (lxxiii) “ Tax Refund ” means any refund, rebate, abatement, reduction or other recovery (whether directly or indirectly through a right of setoff or credit) of Taxes (including payments of estimated Taxes) of the Company and its subsidiaries and any interest received thereon with respect to all PreClosing Tax Periods (including the portion of any Straddle Tax Period ending on the Closing Date).

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(lxxiv) “ Total Common Consideration (Cash) Value ” means the dollar amount equal to (a) the Total Consideration (Cash) Value less (b) the Series A Aggregate Liq. Preference less (c) the Series A1 Aggregate Liq. Preference. (lxxv) “ Total Consideration (Cash) Value ” shall mean an amount equal to (a) $10,000,000 less (b) the Bonus Amount less (c) the excess of (1) the product of (x) the number of shares of Parent Common Stock subject to the Rollover Options multiplied by (y) the Parent Common Stock (Cash) Value per Share over (2) the aggregate Rollover Option Exercise Price. (lxxvi) “ Total Consideration Share Number ” shall mean the number of shares of Parent Common Stock obtained by dividing (a) the Total Consideration (Cash) Value by (b) Parent Common Stock (Cash) Value Per Share. (lxxvii) “ Total Parent Merger Consideration Shares ” shall mean the total number of shares of (i) Parent Common Stock issued to Stockholders plus (ii) Parent Common Stock issuable on exercise of all Rollover Options plus (iii) Parent Common Stock comprising the Bonus Shares. (lxxviii) “ Total Holdback Share Number ” means the number of shares of Parent Common Stock obtained by dividing (a) the Holdback Aggregate (Cash) Value by (b) Parent Common Stock (Cash) Value Per Share. (lxxix) “ Total Shares of Company Common Stock Outstanding ” means the sum of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. (lxxx) “ Transaction Payroll Taxes ” shall mean the employer portion of any payroll or employment Taxes incurred under applicable Tax Law by the Company and its subsidiaries as of the Closing Date with respect to compensatory payments in connection with the transactions contemplated by this Agreement, including any bonuses, option exercises and cash-outs. (b) Effect on Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the Stockholder, upon the terms and subject to the conditions set forth in this Agreement, each share of Company Capital Stock (excluding, for the avoidance of doubt, unexercised Company Options) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined below)), will be cancelled and extinguished and be converted automatically into the right to receive a portion of the Merger Consideration as set forth below in this Section 1.6(b) , upon surrender of the certificate representing such shares of Company Capital Stock in the manner provided in Section 1.8 hereof. (i) Closing Consideration. (1) At the Closing, each holder of shares of Series A1 Preferred Stock issued and outstanding immediately prior to the Closing shall be entitled to receive a number of shares of Parent Common Stock equal to (A) the Series A1 Per Share Parent Common Stock Closing Amount multiplied by (B) the number of shares of Series A1 Preferred Stock held by such Stockholder immediately prior to the Closing.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(2) At the Closing, each holder of shares of Series A Preferred Stock issued and outstanding immediately prior to the Closing shall be entitled to receive number of shares of Parent Common Stock equal to (A) the Series A Per Share Parent Common Stock Closing Amount multiplied by (B) the number of shares of Series A Preferred Stock held by such Stockholder immediately prior to the Closing. (3) At the Closing, each holder of shares of Company Common Stock issued and outstanding immediately prior to the Closing shall be entitled to receive number of shares of Parent Common Stock equal to (A) the Company Per Share Parent Common Stock Closing Amount multiplied by (B) the number of shares of Company Common Stock held by such Stockholder immediately prior to the Closing. (ii) Post-Closing Payments . Following the Closing, each Stockholder shall be entitled to receive additional payments, if any, in connection with a distribution of the Holdback Fund or a portion thereof to the Holdback Participants (in which case, each Holdback Participant shall have the right to receive a number of shares of Parent Common Stock as follows): (1) each Holdback Participant holding shares of Series A1 Preferred Stock issued and outstanding immediately prior to the Closing shall be entitled to receive a number of shares of Parent Common Stock equal to (A) the Series A1 Per Share Parent Common Stock Post- Closing Amount multiplied by (B) the number of shares of Series A1 Preferred Stock held by such Holdback Participant immediately prior to the Closing; (2) each Holdback Participant holding shares of Series A Preferred Stock issued and outstanding immediately prior to the Closing shall be entitled to receive a number of shares of Parent Common Stock equal to (A) the Series A Per Share Parent Common Stock Post- Closing Amount multiplied by (B) the number of shares of Series A Preferred Stock held by such Holdback Participant immediately prior to the Closing; (3) each Holdback Participant holding shares of Company Common Stock issued and outstanding immediately prior to the Closing shall be entitled to receive a number of shares of Parent Common Stock equal to (A) the Company Per Share Parent Common Stock Post- Closing Amount multiplied by (B) the number of shares of Company Common Stock held by such Holdback Participant immediately prior to the Closing. (4) Any payment of Parent Common Stock under this Section 1.6(b)(ii) is subject to the applicable provisions set forth in Article VII hereof). (5) Following the Closing, each Stockholder shall be entitled to receive additional payments, if any pursuant to Section 1.13 . (iii) At the applicable time of issuance, the number of shares of Parent Common Stock each Stockholder is entitled to receive pursuant to each of the clauses (i) and (ii) in this Section 1.6(b) for the shares of Company Capital Stock held by such Stockholder

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

as of the Effective Time shall be rounded down to the nearest whole number of shares of Parent Common Stock and computed after aggregating all shares of Company Preferred Stock and/or Company Common Stock, as applicable, held by such Stockholder as of immediately prior to the Closing. (c) Treatment of Company Options . (i) Immediately prior to the Effective Time, and conditioned on the consummation of the Merger, (A) the vesting of each In-the-Money Company Option shall be adjusted so that the 50% of the total number of shares of Company Common Stock subject thereto shall vest on the six-month anniversary of the Closing, and the remaining 50% shall vest in equal monthly installments over the six months thereafter, subject to full acceleration in the event of termination of the Optionholder’s employment without Cause; and (B) subject to the Optionholder’s consent, the post-termination exercise period of such In-the- Money Company Options in the event of termination of the Optionholder’s employment without Cause shall be ninety (90) days. For this purpose, “ Cause ” shall have the meaning set forth in the option agreement between Parent and each Optionholder, to be entered into in connection with the Merger to evidence the Rollover Options, a form of which is attached hereto as Exhibit C . (ii) Immediately prior to the Effective Time, and conditioned on the consummation of the Merger, each In-the-Money Company Option shall be either assumed by Parent and converted into, or terminated and substituted with, a nonqualified stock option that represents the right to acquire a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such In-the-Money Company Option, multiplied by (ii) the Conversion Ratio (each, a “ Rollover Option ”); provided , however , that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following the Effective Time, each Rollover Option shall continue to be governed by the same material terms and conditions as were applicable immediately prior to the Effective Time (including, for the avoidance of doubt, the vesting conditions described in Section 1.6(c)(i)) , as were applicable immediately prior to the Effective Time to the In- the-Money Company Option from which it was converted for which it is a substitute, in all cases in a manner intended to comply with Section 409A and Section 424 of the Code, to the extent applicable. The exercise price of each Rollover Option shall be equal to (A) the exercise price of the In-the-Money Company Option from which it was converted or for which it is a substitute, divided by (B) the Conversion Ratio, rounded up to the nearest whole cent (the “ Rollover Option Exercise Price ”). As used in this Agreement, “ Conversion Ratio ” means a fraction, the numerator of which shall be the Company Common Stock Consideration Value Per Share, and the denominator of which shall be the Parent Common Stock (Cash) Value per Share. (iii) Upon an IPO, Parent shall file with the SEC a registration statement on Form S-8 (or any successor form), relating to the Parent Common Stock issuable pursuant to the exercise of Rollover Options. Any registration statement for Parent Common Stock shall apply consistent terms and conditions to all Parent Common Stock included in such registration statement.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(iv) No consideration shall be paid by Parent, Sub or the Company to effectuate the cancellation and termination of any Out-of-the-Money Company Option, and the Company shall take (or cause to be taken) any and all actions required to cause the termination of any and all Out-of-the-Money Company Options prior to the Closing (without any consideration payable in respect thereof). (v) Post-Closing Payments. Following the Closing, each Optionholder shall be entitled to receive additional payments, if any, pursuant to Section 1.13 , in each case rounded down to the nearest whole number of shares of Parent Common Stock. (vi) Prior to the Effective Time, and subject to the reasonable review and approval of Parent, the Company shall have taken all actions necessary to effect the transactions anticipated by this Section 1.6(c) under the Plan, all Company Option agreements, and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all required notices and obtaining any required consents necessary to effectuate the provisions of this Agreement. (d) Withholding Taxes. Notwithstanding any other provision in this Agreement, the Company, Sub, Surviving Corporation and Parent shall have the right to deduct and withhold Taxes (as defined in Section 2.11 ) from any payments to be made hereunder if such withholding is required by Law and to request and receive any necessary Tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, and any associated documentation and information. To the extent that any of the aforementioned amounts are so withheld and paid over to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the recipient of payments in respect of which such deduction and withholding was made. (e) Certain Transfer Taxes and Fees. All transfer, documentary, sales, use, stamp, value added, goods and services, excise, registration and other similar Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the Transaction (“ Transfer Taxes ”) shall be timely paid by Parent or its affiliates (including the Surviving Corporation) when due, and Parent will, at the sole cost and expense of Parent, timely file or cause to be timely filed all necessary Returns and other documentation with respect to all such Transfer Taxes. (f) Capital Stock of Sub. Each share of Common Stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock of the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

1.7 Dissenting Shares . (a) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has not voted for the Merger, or who has not effectively withdrawn or lost such holder’s appraisal rights under the DGCL (collectively, the “ Dissenting Shares ”) shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.6 hereof, but the holder thereof shall only be entitled to such rights as are provided by the DGCL.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(b) Notwithstanding the provisions of Section 1.7(a) hereof, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal or dissenter’s rights, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.6 hereof, without interest thereon, upon surrender of the certificate representing such shares. (c) The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (together “ Dissenting Share Payments ”), Parent shall be entitled to recover under the terms of Section 7.2 hereof the amount of such Dissenting Share Payments without regard to the Threshold Amount (as defined in Section 7.5(a) hereof).

1.8 Parent’s Obligations Fulfilled. Notwithstanding anything herein to the contrary, before the Surviving Corporation shall make any payments hereunder to Holdback Participants, Optionholders and Bonus Recipients, the Securityholder Representative shall deliver to Parent a schedule (a “ Payment Schedule ”) setting forth (i) the name and mailing address of each Holdback Participant entitled to distribution of a portion of the Holdback Fund, (ii) the number of shares of each class and series of Company Capital Stock held by each such Holdback Participant as of immediately prior to the Effective Time and the certificate number or numbers corresponding to such share, (iii) the exercise price per share and the number of shares of Company Common Stock subject to each In-the-Money Company Option held by each Optionholder as of immediately prior to the Effective Time, (iv) the number of Fully Diluted Shares, (v) each such Holdback Participant’s, , Optionholder’s and Bonus Recipient’s Pro Rata Portion, and (vi) the aggregate amount of consideration to which each such Holdback Participants, Optionholder and Bonus Recipient is then entitled. The Securityholder Representative shall be responsible for instructing Parent and the Surviving Corporation as to the distribution of the Holdback Fund. Parent and the Surviving Corporation may rely on the instructions of the Securityholder Representative for distributions and shall have no responsibility or liability with respect thereto; provided , that the distribution instructions of the Securityholder Representative are followed. Upon Parent making each aggregate payment required of it under this Agreement as provided herein, Parent shall have fulfilled its obligations with respect to such payment.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

1.9 Payment of Consideration; Surrender of Certificates. (a) Paying Agent . Parent, or an institution selected by Parent and at Parent’s sole expense, prior to the Effective Time, shall serve as the paying agent for the Merger, other than with respect to the consideration payable to Optionholders. The Surviving Corporation shall serve as the paying agent for the consideration payable to Optionholders and shall process all such amounts through payroll and subject all such amounts to applicable withholding Taxes. (b) Exchange Procedures. On or promptly following the Effective Time but in any event no later than five (5) Business Days after the Effective Time, Parent shall mail a letter of transmittal in to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Schedule. After receipt of such letter of transmittal, the Stockholders will surrender the certificates representing their shares of Company Capital Stock (the “ Company Stock Certificates ”) to the Parent for cancellation together with a duly completed and validly executed Letter of Transmittal. Upon surrender of a Company Stock Certificate for cancellation to the Parent, together with such letter of transmittal, if any, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 1.9(c) hereof, the holder of such Company Stock Certificate shall be entitled to receive from the Parent in exchange therefor, Merger Consideration to which such holder is entitled pursuant to Section 1.6 hereof, and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the applicable portion of the Merger Consideration pursuant to Section 1.6 hereof in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration (including payments, if any, pursuant to Section 1.13 , when payable) will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby or issuable thereunder until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate pursuant hereto. (c) Transfers of Ownership . If any portion of the Merger Consideration is to be disbursed pursuant to this Agreement to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the delivery thereof that the Company Stock Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other Taxes required by reason of the disbursement of such portion of the Merger Consideration to a Person other than the registered holder of the certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such Tax has been paid or is not payable. (d) No Liability . Notwithstanding anything to the contrary in this Section 1.9 , neither the Surviving Corporation, nor any party hereto shall be liable to any Company Securityholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

1.10 No Further Ownership Rights in Company Capital Stock. The Merger Consideration paid, and Rollover Options issued, in respect of the surrender for exchange of

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

shares of Company Capital Stock or In-the-Money Company Options in accordance with the terms hereof shall be deemed to be full satisfaction of all rights pertaining to shares of Company Capital Stock or In-the-Money Company Options. There shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article I .

1.11 Lost, Stolen or Destroyed Certificates. In the event any Company Stock Certificates shall have been lost, stolen or destroyed, the Parent shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such amount, if any, as may be required pursuant to Section 1.9 hereof; provided , however , that the Parent may, in its discretion and as a condition precedent to the issuance thereof, require the Stockholder who is the owner of such lost, stolen or destroyed Company Stock Certificates to either (i) deliver a bond in such amount as it may reasonably direct or (ii) provide an indemnification agreement in a form and substance acceptable to the Parent, against any claim that may be made against Parent with respect to the Company Stock Certificates alleged to have been lost, stolen or destroyed. Any Stockholder complying with the provisions of this Section 1.11 shall be deemed to have surrendered such lost, stolen or destroyed Company Stock Certificate for all purposes hereunder, including for purposes of receiving the Merger Consideration to which such Stockholder is entitled pursuant to Section 1.9(b) hereof (less the applicable portion of the Holdback Fund with respect to such Stockholder).

1.12 Taking of Necessary Action; Further Action. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, Parent, Sub, and the officers and directors of the Company, Parent and Sub are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

1.13 Issuance of Additional Shares of Parent Common Stock after the Closing. (a) Upon the effectiveness of an IPO of Parent that is consummated on or before the one (1)-year anniversary of the Closing, if the initial price to public of the Parent Common Stock in the IPO is less than the Parent Common Stock (Cash) Value Per Share, then Parent shall issue additional shares of Parent Common Stock to the Holdback Participants, Optionholders and Bonus Recipients (with each Holdback Participant, Optionholder and Bonus Recipient having the right to receive such person’s Pro Rata Portion of such aggregate number of shares of Parent Common Stock), for no additional consideration), equal to (i) the quotient of (1) $10,000,000 divided by (2) the IPO True-Up Price (as defined below), minus (ii) the quotient of (1) $10,000,000 divided by (2) the Parent Common Stock (Cash) Value Per Share. For purposes hereof, “ IPO True-Up Price ” means a price per share calculated by dividing the pre-money valuation of Parent for purposes of the IPO by the Parent Fully Diluted Capitalization immediately prior to the IPO; provided , that the IPO True- Up Price shall not exceed the Parent Common Stock (Cash) Value Per Share and shall not be less than the price per share obtained by dividing $200,000,000 by the Parent Fully Diluted Capitalization immediately prior to the IPO.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(b) If Parent does not consummate an IPO on or before the one (1)-year anniversary of the Closing, then Parent shall issue additional shares of Parent Common Stock to the Holdback Participants, Optoinholders and Bonus Recipients (with each Holdback Participant, Optionholder and Bonus Recipient having the right to receive such person’s Pro Rata Portion of such aggregate number of shares of Parent Common Stock), for no additional consideration, equal to (i) the quotient of (1) $10,000,000 divided by (2) the Alternative True-Up Price (as defined below), minus (ii) the quotient of (1) $10,000,000 divided by (2) the Parent Common Stock (Cash) Value Per Share. For purposes hereof, “ Alternative True-Up Price ” means a price per share calculated by dividing $250,000,000 by the Parent Fully Diluted Capitalization on the first day following the one (1)-year anniversary of the Closing.

1.14 Certificate Legends. The shares of Parent Common Stock to be issued pursuant to this Agreement shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Exchange Act, only in certain limited circumstances. Each certificate evidencing shares of Parent Common Stock to be issued pursuant to this Agreement shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” and any legends required by state securities Laws.

1.15 Tax Consequences. It is intended by the parties hereto that the Transaction shall constitute a “reorganization” within the meaning of Sections 368 of the Code and that the Parent Common Stock held in the Holdback Fund will be treated as owned by the Holdback Participants while held in such Holdback Fund and that such Parent Common Stock will be treated as issued to such Holdback Participants as of the Closing Date. The parties hereto hereby agree to treat and report the Transaction consistently with the foregoing intent for federal income Tax purposes, unless a contrary position is required by a final determination within the meaning of Section 1313 of the Code. The parties hereto adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a).

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Parent and Sub, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate Section and paragraph numbers) supplied by the Company to Parent on the date hereof (the “Disclosure Schedule” ) as follows (references to “Company” in this Article II shall refer, wherever not inappropriate by reference to the context, to the Company and its subsidiaries):

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

2.1 Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The subsidiaries of the Company are duly organized, validly existing and in good standing under the Laws of their respective jurisdictions of incorporation. Each of the Company and its subsidiaries has the corporate power to own its properties and to carry on its business as currently conducted and as currently proposed to be conducted. Each of the Company and its subsidiaries is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which such qualification or licensure is required by Law, except for those jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect. Each of the Company and its subsidiaries has made available a true and correct copy of its certificate of incorporation and bylaws or comparable governing documents, each as amended to date and in full force and effect on the date hereof (collectively, the “ Charter Documents ”), to Parent. Section 2.1 of the Disclosure Schedule lists the directors and officers of each of the Company and its subsidiaries as of the date hereof. The operations now being conducted by the Company and its subsidiaries are not now and have never been conducted by the Company or its subsidiaries under any other name. Section 2.1 of the Disclosure Schedule also lists (a) each jurisdiction in which the Company is qualified or licensed to do business, (b) each jurisdiction in which the Company’s subsidiaries are qualified or licensed to do business and (c) every state or foreign jurisdiction in which the Company or its subsidiaries has employees or facilities.

2.2 Company Capital Structure. (a) The authorized capital stock of the Company consists of: (i) 27,000,000 shares of Company Common Stock, of which 10,834,620 shares are issued and outstanding on the date hereof; and (ii) 7,670,583 shares of Company Preferred Stock, of which (1) 5,000,000 shares have been designated Series A Preferred Stock, 5,000,000 of which are issued and outstanding on the date hereof and (2) 2,670,583 shares have been designated Series A1 Preferred Stock, of which 2,670,583 shares are issued and outstanding on the date hereof. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. Company has provided to Parent a table setting forth the Company Capital Stock held by the Persons with the domicile addresses and in the numbers of shares set forth therein. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Company, or any agreement to which the Company is a party or by which it is bound, and together with all Company Options have been issued in compliance with all applicable Laws, including federal and state securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no capital stock other than the Company Capital Stock authorized, issued or outstanding. The Company has no Company Capital Stock that is unvested. (b) Except for the Plan, the Company has never adopted, sponsored or maintained, or reserved shares for issuance under, any stock option plan or any other plan or agreement (whether written or oral, formal or informal) providing for equity compensation to

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

any Person. The Company has reserved 7,514,636 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Plan, of which 6,334,778 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan. Company has provided to Parent a table setting forth a list of Company Options issued pursuant to the Plan. Except for the options granted under the Plan, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other rights, rights of any type, the value of which is determined by reference in whole or in part to the value of Company Capital Stock or any other securities of the Company (whether payable in cash, property or otherwise) with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting securities of the Company. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no agreements to which the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. The Payment Schedule is complete and correct.

2.3 Subsidiaries. A list of the subsidiaries of the Company is set forth in Section 2.3 of the Disclosure Schedule. Except as set forth in Section 2.3 of the Disclosure Schedule, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which any subsidiary of the Company is a party or by which any subsidiary of the Company is bound obligating such subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of its capital stock or obligating such subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any subsidiary of the Company. Neither the Company nor any of its subsidiaries has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any other Person. Except as set forth in Section 2.3 of the Disclosure Schedule, neither the Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any Person.

2.4 Authority. The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required on the part of the Company to authorize the Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby, subject only to the approval of this Agreement by

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Stockholders entitled to vote thereon. The vote required to approve this Agreement by the Stockholders entitled to vote thereon is set forth in Section 2.3 of the Disclosure Schedule (the “ Sufficient Stockholder Vote ”). This Agreement and the Merger have been unanimously approved by the Board of Directors of the Company. This Agreement and each of the Related Agreements to which the Company is a party has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, except as such enforceability may be subject to the Laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of Law governing specific performance, injunctive relief, or other equitable remedies.

2.5 No Conflict. (a) Except as set forth on Section 2.5(a) of the Disclosure Schedule, the execution and delivery by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a “ Conflict ”) (i) any provision of the Charter Documents, (ii) any material Contract to which the Company is a party, or (iii) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to the Company, any of its subsidiaries or any of their respective properties (whether tangible or intangible) or assets. The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Contract, nor does the Company have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. To the Knowledge of the Company, no party obligated to the Company pursuant to any Contract is in default thereunder. (b) Section 2.5(b) of the Disclosure Schedule identifies all necessary consents, waivers and approvals of parties to any material Contract to which the Company is a party, in form and substance reasonably acceptable to Parent, as are required thereunder in connection with the Merger, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time so as to preserve all rights of, and benefits to, the Company under such Contracts from and after the Effective Time. Following the Effective Time, the Surviving Corporation will be permitted to exercise all of its rights under such Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred.

2.6 Governmental Consents. No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other federal, state, county, local or other foreign governmental or regulatory authority, instrumentality, agency or commission (each, a “ Governmental Authority ”), is required by, or with respect to, the Company in connection with the execution and delivery of this Agreement and any Related Agreement to which the Company is a party or the consummation of the transactions contemplated hereby and thereby, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

2.7 Company Financial Statements. (a) The Company has provided to Parent the Company’s (and its subsidiaries’) (i) audited balance sheets, statements of operations and statements of cash flows (collectively, the “ Financials ”) as of December 31, 2013 and December 31, 2014 and (ii) unaudited, but reviewed, balance sheets, statements of operations and statements of cash flows for the 9-month period ending on September 30, 2015 (the “ Balance Sheet Date ”). The Financials are true and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials accurately present the Company’s (and its subsidiaries’) financial condition, operating results and cash flows as of the dates and during the periods indicated therein. (b) The Accounts Receivable of the Company have or will have arisen from bona fide arm’s length transactions in the ordinary course of business. Section 2.7(b) of the Disclosure Schedule sets forth a list of all such Accounts Receivable in excess of two thousand dollars ($2,000) that are more than thirty days past their payment due date as of the date of this Agreement, and of all such Accounts Receivable classified as doubtful accounts. The Company has no Accounts Receivable from any Person which is an affiliate of the Company or from any equity holder, director, officer or employee of the Company or any affiliates thereof. All Accounts Payable of the Company have or will have arisen from bona fide arm’s length transactions in the ordinary course of business. Since December 31, 2014, the Company has paid its Accounts Payable in the ordinary course of its business. Except as disclosed in Schedule 2.7, the Company has no Accounts Payable from any Person which is an affiliate of the Company or from any director, officer or employee of the Company or any affiliates thereof.

2.8 No Undisclosed Liabilities. Except as disclosed in the Disclosure Schedule, the Company has no liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP) (“ Liabilities ”), which individually or in the aggregate has not been reflected in the Financials as of the Balance Sheet Date (the “ Current Financials ”), other than liabilities that were incurred and accrued in the ordinary course of business consistent with past practice since the Balance Sheet Date.

2.9 Internal Controls. The Company maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide reasonable assurance that (a) transactions are executed with management’s authorization; (b) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company in accordance with GAAP and to maintain accountability for the Company’s consolidated assets; (c) access to the Company’s assets is permitted only in accordance with management’s authorization; (d) the reporting of the Company’s assets is compared with existing assets as necessary to permit preparation of the consolidated financial statements of the Company in accordance with GAAP and to maintain accountability for the

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Company’s consolidated assets; (e) accounts, notes and other receivables and inventory are recorded accurately, and adequate procedures are implemented to effect the collection thereof on a timely basis; and (f) there are adequate procedures in place regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets. As of the date of this Agreement, and to the Company’s Knowledge: (i) there are no significant deficiencies in the design or operation of the Company’s internal controls over financial reporting which could adversely affect in any material respect the Company’s ability to record, process, summarize and report consolidated financial data or material weaknesses in internal controls over financial reporting and (ii) there has been no fraud, whether or not material, that involved management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting.

2.10 No Changes. Since December 31, 2015, and except as disclosed in the Disclosure Schedule, there has not been, occurred or arisen any: (a) transaction by the Company except in the ordinary course of business, consistent with past practices, as conducted on that date and consistent with past practices; (b) amendments or changes to the Charter Documents of the Company other than as contemplated by this Agreement; (c) capital expenditure or commitment by the Company exceeding $25,000 in the aggregate; (d) payment, discharge or satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company), other than payments, discharges or satisfactions in the ordinary course of business; (e) destruction of, damage to, or loss of any material assets (whether tangible or intangible), material business or material customer of the Company (whether or not covered by insurance); (f) material employment dispute, including claims or matters raised by any individuals or any workers’ representative organization, bargaining unit or union regarding labor trouble or claim of wrongful discharge or other unlawful employment or labor practice or action with respect to the Company; (g) other than in the ordinary course of business, change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company other than as required by GAAP or by Law; (h) adoption of or change in any material Tax election or, other than in the ordinary course of business, any Tax accounting method, entering into any closing agreement with respect to Taxes, settlement or compromise of any material Tax claim or assessment, extension or waiver of the limitation period applicable to any Tax claim or assessment or filing of any amended material Tax Return;

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(i) revaluation by the Company of any of its assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or Accounts Receivable; (j) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor); (k)(i) hiring or termination of any employee or individual consultant of the Company, other than with respect to non-officer employees and individual consultants in the ordinary course of business, (ii) promotion, demotion or other change to the employment status or title of any officer of the Company or (iii) resignation or removal of any director of the Company; (l)(i) increase in the salary or other compensation (including equity based compensation whether payable in cash, securities or otherwise) payable or to become payable by the Company to any of its officers, directors, employees, individual consultants or advisors, other than with respect to non-officer employees and individual consultants in the ordinary course of business or (ii) the declaration, adoption, agreement, contract, payment or commitment or obligation of any kind for the payment (whether in cash or equity) by the Company of a severance payment, termination payment, bonus or other extraordinary compensation to any such Person; (m) agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or any of its assets (whether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any agreement, contract, covenant, instrument, lease, license or commitment to which the Company is a party or by which it or any of its assets are bound, other than agreements, contracts, covenants, instruments, leases, licenses or commitments entered into in the ordinary course of business, consistent with past practice; (n) sale, lease, license or other disposition of any of the assets (whether tangible or intangible) or properties of the Company outside of the ordinary course of business, consistent with past practices, including the sale of any Accounts Receivable, or any creation of any security interest in such assets or properties; (o) loan by the Company to any Person, or purchase by the Company of any debt securities of any Person, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (p) incurrence by the Company of any Indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company of any Indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices;

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(q) waiver or release of any right or claim of the Company, including any write-off or other compromise of any Accounts Receivable; (r) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company, its affairs, or relating to any of its businesses, properties or assets, or any reasonable basis for any of the foregoing; (s) claims or matters raised by any individual, Governmental Authority, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging labor trouble, wrongful discharge or any other unlawful employment or labor practice or action with respect to the Company; (t) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company of the Company Intellectual Property (as defined in Section 2.14 hereof) or of infringement by the Company of any other Person’s Intellectual Property Rights (as defined in Section 2.14 hereof); (u) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Common Stock, Company Preferred Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, Company Preferred Stock or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Common Stock upon the exercise of options issued under the Plan; (v)(i) except standard end user licenses and software-as-a-service agreements entered into in the ordinary course of business, consistent with past practices, sale, lease, license or transfer to any Person of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any Person or with respect to the Intellectual Property Rights of any Person, (ii) purchase or license of any Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Intellectual Property Rights of any Person, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Technology or Intellectual Property Rights with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Technology or Intellectual Property Rights to the Company; (w) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any Company Product; (x) event or condition of any character that has had a Company Material Adverse Effect; (y) lease, license, sublease or other occupancy of any Leased Real Property (as defined in Section 2.13 hereof) by the Company; or

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(z) agreement by the Company, or any officer or employees on behalf of the Company, to do any of the things described in the preceding clauses (a) through (y) of this Section 2.10 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement and the Related Agreements).

2.11 Tax Matters. (a) For purposes of this Agreement, the term “ Tax ” or, collectively, “ Taxes ,” shall mean (i) any and all U.S. federal, state, local and non-U.S. taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes as well as public imposts, fees and social security charges (including health, unemployment and pension insurance), together with all interest, penalties and additions imposed with respect to such amounts. For purposes of this Agreement, the term “ Tax Sharing Agreement ” means a written agreement between the Company and a third party, the principal purpose of which is the sharing or allocation of Taxes. (b) Tax Returns and Audits. (i) The Company and its subsidiaries have (a) prepared and timely filed all required income and other material U.S. federal, state, local and non-U.S. returns, estimates, information statements and reports, including any attachments or schedules thereto and amendments thereof (“ Returns ”) relating to any and all Taxes of the Company and its subsidiaries and such Returns are true and correct in all material respects and (b) paid all Taxes they are required to pay. (ii) The Company and its subsidiaries have paid or withheld with respect to their Employees and other third parties, all U.S. federal, state and non-U.S. income Taxes and social security charges and similar fees, Federal Insurance Contribution Act amounts, Federal Unemployment Tax Act amounts and other Taxes required to be withheld, and have paid over any such withheld Taxes to the appropriate Governmental Authorities. (iii) There is no Tax deficiency outstanding, assessed or proposed in writing against the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries has executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iv) No audit or other examination of any Return of the Company or any of its subsidiaries is presently in progress, nor has the Company been notified in writing of any request for such an audit or other examination. No adjustment relating to any Return filed by the Company or any of its subsidiaries has been proposed in writing by any Tax authority to the Company or any of its subsidiaries or any representative thereof, which adjustment has not been resolved. No written claim has ever been made by a taxing authority that the Company or any of its subsidiaries is or may be subject to taxation in a jurisdiction in which it does not file Tax Returns.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(v) As of the date of the Current Financials, neither the Company nor any of its subsidiaries had liabilities for unpaid Taxes which had not been accrued or reserved on the Current Financials, whether asserted or unasserted, contingent or otherwise, and neither the Company nor any of its subsidiaries has incurred any liability for Taxes since the date of the Current Financials other than in the ordinary course of business, consistent with past practices. (vi) The Company has made available to Parent or its legal counsel, copies of all income and other material Returns for the Company and its subsidiaries filed for all periods for which the applicable statute of limitations period has not expired. (vii) There are (and immediately following the Effective Time there will be) no Liens on the assets of the Company and its subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable or that are being contested in good faith pursuant to appropriate proceedings and for which adequate reserves have been established. (viii) Neither the Company nor any of its subsidiaries (a) has ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company), (b) is a party to any Tax Sharing Agreement or arrangement, nor does the Company or any of its subsidiaries owe any amount under such a Tax Sharing Agreement, and (c) has any liability for the Taxes of any Person (other than the Company of any of its subsidiaries) under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by operation of law, by contract or agreement, or otherwise. (ix) The Company has not been, at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code. (x) Neither the Company nor any of its subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax- free treatment under Section 355 of the Code. (xi) The Company has not engaged in a listed transaction under Treas. Reg. § 1.6011-4Cb). (xii) The Company has disclosed on its U.S. federal income Tax Returns all positions taken therein which could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code. (xiii) Neither the Company nor any of its subsidiaries will be required to include any material item of income or gain or exclude any material items of deduction or loss from Taxable income for any taxable period or portion thereof beginning after the Closing Date as a result of any (a) change in method of accounting made on or prior to the Closing Date, (b) closing agreement under Section 7121 of the Code (or any similar provision of applicable Law) executed prior to the Closing, (c) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code (or any similar provision of applicable Law) in connection with a transaction consummated on or prior to the Closing Date, (d) installment sale or open transaction disposition consummated on or prior to the Closing Date (e) prepaid amount received on or prior to Closing Date or (f) election under Section 108(i) of the Code (or under any similar provision of applicable Law).

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(xiv) The Company uses the accrual method of accounting for Tax purposes. (xv) Neither the Company nor any of its subsidiaries has entered into any written arrangement (including “rulings”) with any Tax authority or is subject to a special regime with regard to the payment of Taxes. (xvi) The Company and its subsidiaries are in compliance in all material respects with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or order (“ Tax Incentive ”). (xvii) The prices for any property or services (or for the use of any property) provided by or to the Company and its subsidiaries are arm’s length prices for purposes of the applicable transfer pricing Laws, including Treasury Regulations promulgated under Section 482 of the Code. (c) 409A. Each nonqualified deferred compensation plan (as defined in Section 409A(d)(1) of the Code) has been maintained and operated since January 1, 2005 in compliance in all material respects with Section 409A of the Code and all applicable IRS guidance issued with respect thereto. (d) As of the date hereof, neither the Company nor any of its subsidiaries has taken or agreed to take any action, nor does the Company or any of its subsidiaries have knowledge of any fact or circumstance that could reasonably be expected to prevent the Transaction from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (e) Notwithstanding anything to the contrary in this Agreement, the Company is not making, and shall not be construed to have made, any representation or warranty as to the amount or utilization of any net operating loss, tax credit, tax basis or other Tax attribute of the Company or any of its subsidiaries. No representation or warranty is made in respect of Tax matters in any Section of this Agreement other than this Section 2.11 .

2.12 Restrictions on Business Activities. Except as set forth in Section 2.12 of the Disclosure Schedule, there is no agreement (non- competition or otherwise), commitment, judgment, injunction, order or decree to which the Company is a party or otherwise binding upon the Company which has or may reasonably be expected to have the effect of prohibiting or impairing any business practice of the Company, any acquisition of property (tangible or intangible) by the Company, the conduct of business by the Company, or otherwise limiting the freedom of the Company or any of its Affiliates (including without limitation after the Closing) to engage in any line of business or to compete with any Person. Without limiting the generality of the foregoing, the Company has not entered into any agreement under which the Company or any of its affiliated entities is restricted from selling, licensing, manufacturing or otherwise distributing or providing any Company Products to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the market, or from hiring or soliciting potential employees, consultants or independent contractors.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

2.13 Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.13(a) of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “ Leased Real Property ”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of premises and the aggregate annual rental payable thereunder. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“ Lease Agreements ”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. Except for portions of the premises that are shared, including but not limited to conference rooms and kitchen space, the Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property. (b) All Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Company’s business as presently conducted and as presently proposed to be conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not a party to any agreement or subject to any claim that could require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Leased Real Property. The Company does not owe any brokerage commissions or finders fees with respect to any Leased Real Property and would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Current Financials, (ii) Permitted Liens, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(d) All equipment owned or leased by the Company currently in use and held for future use is (i) adequate for the conduct of the business of the Company as currently conducted and as currently proposed to be conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear.

2.14 Intellectual Property. (a) Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings: (i) “ Technology ” shall mean any or all of the following (A) works of authorship including computer programs, source code, and executable code, whether embodied in software, firmware or otherwise, architecture, documentation, designs, files, records, databases, and data, (B) inventions (whether or not patentable), discoveries, improvements, and technology, (C) proprietary and confidential information, trade secrets and know how, (D) databases, data compilations and collections and technical data, (E) domain names, web addresses and sites, (F) tools, methods and processes, and (G) any and all instantiations or embodiments of the foregoing in any form and embodied in any media. (ii) “ Intellectual Property Rights ” shall mean worldwide common law and statutory rights associated with (A) patents and patent applications of any kind, (B) copyrights, copyright registrations and copyright applications, “moral”, “economic” rights and mask work rights, (C) the protection of trade and industrial secrets and confidential information, (D) logos, trademarks, trade names and service marks, and (E) any other proprietary rights relating to Technology, including any analogous rights to those set forth above. (iii) “ Company Intellectual Property ” shall mean any and all Technology and Intellectual Property Rights that are or are purported to be owned by or exclusively licensed to the Company or any of its subsidiaries. (iv) “ Registered Intellectual Property Rights ” shall mean any and all Intellectual Property Rights that have been registered, applied for, filed, certified or otherwise perfected, issued, or recorded with or by any state, government or other public or quasi-public legal authority. (v) “ Open Source ” shall mean all software and other material that is distributed as “freeware,” “free software,” “open source software” or under a similar licensing or distribution model. (vi) “ Copyleft Licenses ” shall mean Open Source licenses that require, as a condition of use, modification or distribution, that the Open Source licensed thereunder, or modifications or derivative works thereof, be made available or distributed in source-code form or be licensed for the purpose of preparing derivative works or distribution at no fee. Copyleft Licenses include (A) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (B) the Mozilla Public License; (C) the Sun Industry Standards License (SISL), (D) the Affero General Public License (AGPL), and (E) to the extent applied to software, all Creative Commons “sharealike” licenses.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(vii) “ Privacy Law ” shall mean any Laws arising out of or relating to the collection, use or disclosure of Covered Personal Information including without limitation the Gramm-Leach-Bliley Act of 1999, as amended, and the rules and regulations promulgated thereunder, the Fair Credit Reporting Act, the Fair and Accurate Transactions Act, as may be amended and the rules and regulations promulgated thereunder, and the Health Insurance Portability and Accountability Act of 1996 as amended, and the rules and regulations promulgated thereunder (“ HIPAA ”). (viii) “ Covered Personal Information ” shall mean the following information the Company or any of its subsidiaries collects, uses or discloses from or about an individual: (i) first and last name; (ii) home or other physical address, including street name and city or town; (iii) email address or other online contact information, such as a user identifier or screen name; (iv) persistent identifier, such as IP address or machine I.D.; (v) telephone number, including home telephone number and mobile telephone number; (vi) physical location; (vii) Protected Health Information (as such term is defined in HIPAA); or (viii) any other information from or about an individual consumer that alone or in combination with other information could be used to identify an individual or otherwise facilitate decisions regarding individuals. (b) Section 2.14(b) of the Disclosure Schedule lists all Registered Intellectual Property Rights owned by, or filed in the name of, the Company or any of its subsidiaries (the “ Company Registered Intellectual Property Rights ”) and any material proceedings or actions before any court, tribunal (including the United States Patent and Trademark Office (the “ PTO ”) or equivalent authority anywhere in the world) related to any of the Company Registered Intellectual Property Rights or Company Intellectual Property. (c) Except as disclosed in the Disclosure Schedule, each item of Company Registered Intellectual Property Rights is valid and subsisting, and all necessary registration, maintenance and renewal fees in connection with such Company Registered Intellectual Property Rights have been paid and all necessary documents and certificates in connection with such Company Registered Intellectual Property Rights have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Registered Intellectual Property Rights. There are no actions that must be taken by the Company within one hundred days following the date of this Agreement, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting or preserving or renewing any Registered Intellectual Property Rights. In each case in which the Company has acquired any Registered Intellectual Property Rights from any Person, the Company has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in Registered Intellectual Property Rights (including the right to seek past and future damages with respect thereto) to the Company, and, to the maximum extent provided for by, and in accordance with, applicable Laws, the Company has recorded each such assignment with the relevant governmental authorities, including the PTO, the U.S. Copyright Office, or their respective equivalents in any relevant foreign jurisdiction, as the case may be. (d) All Company Intellectual Property is fully transferable and licensable by the Company, and following the Closing will be fully transferable and licensable by the Surviving Corporation and/or Parent, without restriction and without payment of any kind to any third party.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(e) Each item of Company Intellectual Property, including all Company Registered Intellectual Property Rights listed in Section 2.14(b) of the Disclosure Schedule, and all Technology and Intellectual Property Rights licensed to the Company, is free and clear of any Liens other than Permitted Liens and those set forth on Section 2.14(e) of the Disclosure Schedule. The Company is the exclusive owner or exclusive licensee of all Company Intellectual Property. (f) To the extent that any Technology has been developed or created independently or jointly by any Person other than the Company for which the Company has, directly or indirectly, provided consideration for such development or creation, the Company has a written agreement with such Person with respect thereto, and the Company thereby has obtained ownership of, and is the exclusive owner of, all such Technology and associated Intellectual Property Rights by operation of law or by valid assignment, and has required the waiver of all non-assignable rights. (g) The Company has not (i) transferred ownership of, or granted any exclusive license of or exclusive right to use, or authorized the retention of any exclusive rights to use or joint ownership of, any Technology or Intellectual Property Rights that are or were Company Intellectual Property, to any other Person or (ii) permitted the Company’s rights in any Company Intellectual Property to enter into the public domain. (h) Except for the Technology licensed to the Company pursuant to the in-bound licenses listed in Section 2.14(y) and Section 2.15(a) (xv) of the Disclosure Schedule, all Technology used in or necessary to the conduct of Company’s business as presently conducted or currently contemplated to be conducted by the Company was written and created solely by either (i) employees of the Company acting within the scope of their employment who have validly and irrevocably assigned all of their rights, including all Intellectual Property Rights therein, to the Company or (ii) by third parties who have validly and irrevocably assigned all of their rights, including all Intellectual Property Rights therein, to the Company, and no third party owns or has any rights to any of the Company Intellectual Property. (i) The Company Intellectual Property, together with Technology and Intellectual Property Rights nonexclusively licensed to the Company pursuant to the non-exclusive in-bound licenses listed in Section 2.14(y) and Section 2.15(a)(xv) of the Disclosure Schedule, constitutes all of the Technology and Intellectual Property Rights used in, necessary to or that otherwise would be infringed by the conduct of the business of the Company as it currently is conducted or planned by the Company to be conducted, including the design, development, marketing, manufacture, use, import and sale of any Company Product (including Company Products currently under development). Except as set forth in Section 2.14(i) of the Disclosure Schedule, the Surviving Corporation will own or possess sufficient rights to all Technology and Intellectual Property Rights immediately following the Closing Date that are used in or necessary to the operation of the business of the Company as it currently is conducted or planned by the Company to be conducted and without infringing on the Intellectual Property Rights of any Person.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(j) There are no contracts, licenses or agreements between the Company and any other Person with respect to Company Intellectual Property or other Technology or Intellectual Property Rights used in and/or necessary to the conduct of the business as it is currently conducted or planned by the Company to be conducted under which there is any dispute regarding the scope of such agreement, or performance under such agreement including with respect to any payments to be made or received by the Company thereunder. (k) Except as set forth on Section 2.14(k) of the Disclosure Schedule, the operation of the business of the Company as it has been conducted, is currently conducted and is currently contemplated by the Company to be conducted, including the design, development, use, import, branding, advertising, promotion, marketing, distribution, manufacture and sale of any Company Product (including Company Products currently under development) of the Company has not infringed or misappropriated, does not infringe or misappropriate, and, to the Company’s Knowledge, will not infringe or misappropriate when conducted by Parent and/or the Surviving Corporation following the Closing in the manner currently planned to be conducted, any Intellectual Property Rights of any Person, violate any right of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under the Laws of any jurisdiction. The Company has not received notice from any Person claiming that such operation or any act, any Company Product (including Company Products currently under development) or Technology of the Company infringes or misappropriates any Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction (nor does the Company have Knowledge of any basis therefor). (l) Neither this Agreement nor the transactions contemplated by this Agreement, including the assignment to Parent or the Surviving Corporation by operation of law or otherwise of any contracts or agreements to which the Company is a party, will result in: (i) Parent, the Surviving Corporation, the Company or any of their subsidiaries granting to any third party any right to or with respect to any Intellectual Property Rights owned by, or licensed to Parent, the Surviving Corporation, the Company or any of their subsidiaries, (ii) Parent, the Surviving Corporation or any of their subsidiaries, being bound by or subject to, any exclusivity obligations, non-compete or other restriction on the operation or scope of their respective businesses, or (iii) Parent, the Surviving Corporation or any of their subsidiaries being obligated to pay any royalties or other material amounts to any third party in excess of those payable by any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby. (m) To the Knowledge of the Company, no Person has infringed or misappropriated or is infringing or misappropriating any Company Intellectual Property. (n) The Company has taken all reasonable steps that are required or necessary to protect the Company’s rights in confidential information and trade secrets of the Company or provided by any other Person to the Company. Without limiting the foregoing, the Company has, and enforces, a policy requiring each employee, consultant, and contractor to execute proprietary information, confidentiality and assignment agreements substantially in the Company’s standard forms (as set forth in Exhibit D ), and all current and former employees, consultants and contractors of the Company have executed such an agreement in substantially the Company’s standard form.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(o) No Company Intellectual Property or Company Product is subject to any proceeding or outstanding decree, order, judgment or settlement agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by the Company or may affect the validity, use or enforceability of such Company Intellectual Property. (p) Except as set forth on Section 2.14(p) of the Disclosure Schedule, no (i) Company Product or publication of the Company, (ii) material published or distributed by the Company, or (iii) conduct or statement of the Company constitutes obscene material, a defamatory statement or material, false advertising or otherwise violates any Law. (q) No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of the Company Intellectual Property and no Governmental Authority, university, college, other educational institution or research center has any claim or right in or to the Company Intellectual Property. No rights have been granted to any Governmental Authority with respect to any Company Product, or under any Company Intellectual Property, other than the same standard commercial rights as are granted by the Company to commercial end users of the Company services in the ordinary course of business, consistent with past practices. Except as set forth on Section 2.14(q) of the Disclosure Schedule, no current or former employee, consultant or independent contractor of the Company who was involved in, or who contributed to, the creation or development of any Company Intellectual Property, has performed services for the government, a university, college or other educational institution, or a research center, during a period of time during which such employee, consultant or independent contractor was also performing services for the Company. (r) Neither Company nor any of its subsidiaries has collected, used or disclosed any Covered Personal Information in violation of its Privacy Policy or the privacy rights of third parties or any Privacy Law. The Company has not been notified of and is not the subject of, any regulatory investigation or legal proceeding related to data security or privacy. No person (including any Governmental Authority) has made any claim or commenced any legal proceeding with respect to loss, damage, or unauthorized access, use, modification, or other misuse of any such information by the Company or any of its subsidiaries (or any of their respective employees or contractors). No regulatory investigation or legal proceeding relating to data security, data protection or privacy will be commenced against the Company or any of its subsidiaries. (s) Each of the Company and its subsidiaries has a privacy policy (each, a “ Privacy Policy ”) regarding the collection, use and disclosure of information in connection with the operation of the Company’s business, including without limitation, the collection, use and disclosure of Covered Personal Information. True and complete copies of all Privacy Policies that have been used by the Company or any of its subsidiaries in the past five years have been provided to Parent. Each of the Company and its subsidiaries has posted its Privacy Policy in a clear and conspicuous location on its web site. True, complete and up to date copies of all filings for data protection and health privacy compliance purposes in the name of the Company and each of its subsidiaries have been provided to Parent. Each of Company and its subsidiaries has reasonable and appropriate security measures in place to protect Covered Personal Information it receives from illegal or unauthorized access, use, or disclosure including without limitation a written information security program that includes appropriate controls that have been regularly tested and reviewed.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(t) No person has gained unauthorized access to any Covered Personal Information held by the Company or its subsidiaries, or otherwise held or processed on their behalf. (u) The Company has established and implemented such policies, programs, procedures, contracts and systems to be in compliance with applicable Privacy Law, including HIPAA. (v) Any Covered Personal Information has only been transferred to a country outside the European Economic Area where the Company has taken steps to ensure an adequate and reasonable level of protection for such Covered Personal Information. (w) The consummation of the contemplated transactions, including the transfer of Covered Personal Information resulting from such transactions will not violate any applicable Law or the Privacy Policy of the Company or any of its subsidiaries as it currently exists or as it existed at any time during which any of such Covered Personal Information was collected or obtained. (x) Except as disclosed in Section 2.14(x) of the Disclosure Schedule, neither the Company nor any Person acting on the Company’s behalf has disclosed, delivered or licensed to any Person, agreed to disclose, deliver or license to any Person, or permitted the disclosure or delivery to any Parent or other Person of any source code owned by the Company or any of its subsidiaries or used in their respective businesses (“ Company Source Code ”). No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time or both) will, or would reasonably be expected to, result in the disclosure or delivery by or on behalf of the Company of any Company Source Code. Company Source Code means any software source code or related proprietary or confidential information or algorithms of any Company Intellectual Property. (y) Section 2.14(y) of the Disclosure Schedule lists all Open Source that is incorporated into, linked with, or distributed (including on a hosted-service or software-as-a-service basis) in conjunction with any Company Products (“ Incorporated Open Source Software ”). For each item of Incorporated Open Source, Section 2.14(y) of the Disclosure Schedule identifies (i) the Company Product into, in or with which the Incorporated Open Source is incorporated, linked or distributed, (ii) the Open Source licenses governing the use and distribution of the Open Source, and (iii) whether the licenses are Copyleft Licenses. For each item of Incorporated Open Source that is associated with any Copyleft License, Section 2.14(y) of the Disclosure Schedule further describes (A) whether (and if so, how) the Open Source has been modified by or for the Company or a Company subsidiary, and (B) how the Open Source is integrated with or interacts with other portions of the Company Products. The Company’s use and distribution of each component of Open Source (including Incorporated Open Source) complies with all provisions of all applicable Open Source license agreements, including all notice and attribution requirements, and in no case does such use or distribution give rise under such license agreement to any rights in any third parties under any Company Intellectual

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Property or obligations for the Company with respect to any Company Intellectual Property, including any obligation to disclose or distribute any such Technology in source code form, to license any such Technology for the purpose of making derivative works, or to distribute any such Technology without charge. (z) Section 2.14(z) of the Disclosure Schedule lists all industry standards bodies and similar organizations of which the Company is a member, to which it has been a contributor or in which it has been a participant. The Company is not and never was a member in, a contributor to, or participant in any industry standards body or similar organization that could require or obligate the Company to grant or offer to any other Person any license or right to any Technology or Intellectual Property Rights.

2.15 Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.15 of the Disclosure Schedule (specifying the appropriate subparagraph), the Company is not a party to, nor is it bound by any of the following (each, a “ Material Contract ”) to the extent currently in effect: (i) any (A) employment, contractor or consulting Contract with an employee, individual consultant or contractor, or (B) consulting Contract with a firm or organization (excluding any agreement or offer letter that is terminable at-will and does not provide severance or termination payments and any stock option agreements providing for the grant of Company Options under the Plans on the Company’s standard form previously made available to Parent); (ii) any agreement or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional subsequent events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) any fidelity or surety bond or completion bond; (iv) any lease of personal property or equipment having a value in excess of $25,000 in the aggregate over the initial term of the lease; (v) any agreement of indemnification or guaranty, but excluding agreements of indemnification or guaranty with respect to the infringement by the Company Products of the Intellectual Property Rights of third parties that are contained in the Company’s written agreements with its customers that have been entered into in the ordinary course of business, consistent with past practices, substantially in the Company’s standard form of customer agreement; (vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $25,000 in effect as of the date of this Agreement;

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(vii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business, consistent with past practices; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ix) any purchase order, contract or other commitment obligating the Company to purchase materials or services at a cost in excess of $25,000 in the aggregate as of the date of this Agreement; (x) any agreement containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non-competition, “most favored nations,” restriction on the operation or scope of its businesses or operations, or similar terms; (xi) any agreement providing a customer with refund rights; (xii) any agreement for the use, distribution or integration of the Company Products other than by the consumer end-user, including dealer, distribution, marketing, development, sales representative, original equipment manufacturer, manufacturing, supply, value added, remarketer, reseller, vendor, business partner, service provider and joint venture agreements; (xiii) any agreement in effect as of the date of this Agreement pursuant to which the Company has received revenue or other payments in excess of $25,000 in the aggregate in the twelve (12) months ended December 31, 2015; (xiv) any terms of use or terms of services, including those posted or implemented as “browsewrap” or “clickwrap” agreements, for third-party Web sites and other publicly accessible on-line sources from which the Company or a person acting on the Company’s behalf has extracted or collected information through the use of any “scrapers,” “spiders,” “bots” or other automated software programs or processes; (xv) any contracts, licenses and agreements to which the Company is a party with respect to any Technology or Intellectual Property Rights, including any in-bound licenses, out-bound licenses and cross-licenses; or (xvi) any other agreement, contract or commitment that involves $25,000 in the aggregate as of the date of this Agreement and is not cancelable by the Company without penalty within thirty (30) days. (b) The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor does the Company have Knowledge of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Material Contract is in full force and effect, and the Company is not subject

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

to any default thereunder, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any such Material Contract subject to any default thereunder. Except as set forth in Section 2.15(b) of the Disclosure Schedule, no Material Contract will terminate, or may be terminated by either party, solely by the passage of time or at the election of either party within 120 days after the Closing. To the Knowledge of the Company, no party to a Material Contract has any intention of terminating such Material Contract with the Company or reducing the volume of business such party conducts with the Company, whether as a result of the Merger or otherwise.

2.16 Interested Party Transactions. Except as disclosed in the Disclosure Schedule, no officer, director or stockholder of the Company (nor any ancestor, sibling, descendant or spouse of any of such persons, or any trust, partnership or corporation in which any of such persons has or has had an interest), has or has had, directly or indirectly, (i) an interest in any entity which furnished or sold or licensed, or furnishes or sells or licenses, Company Products or Intellectual Property Rights that the Company furnishes or sells, or proposes to furnish or sell, or (ii) any interest in any entity that purchases from or sells or furnishes to the Company, any goods or services, or (iii) a beneficial interest in any Material Contract to which the Company is a party (other than in such person’s capacity as a Stockholder, director, officer or employee of the Company); provided , however , that ownership of no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation shall not be deemed to be an “interest in any entity” for purposes of this Section 2.16 . No Stockholder has any loans outstanding from the Company except for business travel expenses in the ordinary course of business, consistent with past practices, to employees of the Company.

2.17 Authorization. Each consent, license, permit, grant or other authorization (i) pursuant to which the Company currently operates or holds any interest in any of its properties, or (ii) which is required for the operation of the Company’s business as currently conducted or currently contemplated to be conducted or the holding of any such interest (collectively, “ Company Authorizations ”) has been issued or granted to the Company, as the case may be. The Company Authorizations are in full force and effect and constitute all Company Authorizations required to permit the Company to operate or conduct its business or hold any interest in its properties or assets.

2.18 Litigation. Except as set forth on Section 2.18 of the Disclosure Schedule, there is no action, suit, claim or proceeding of any nature pending, or to the Knowledge of the Company, threatened, against the Company, its properties (tangible or intangible) or any of its officers or directors, nor to the Knowledge of the Company is there any reasonable basis therefor. There is no investigation, audit, or other proceeding pending or, to the Knowledge of the Company, threatened, against the Company, any of its properties (tangible or intangible) or any of its officers or directors by or before any Governmental Authority, nor to the Knowledge of the Company is there any reasonable basis therefor. No Governmental Authority has at any time challenged or questioned the legal right of the Company to conduct its operations as presently or previously conducted or as presently contemplated to be conducted. There is no action, suit, claim or proceeding of any nature pending or, to the Knowledge of the Company, threatened, against any individual or entity who has a contractual right or a right pursuant to the DGCL to indemnification from the Company related to facts and circumstances existing prior to the Effective Time, nor are there, to the Knowledge of the Company, any facts or circumstances that would give rise to such an action, suit, claim or proceeding.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

2.19 Minute Books. The minutes of the Company made available to counsel for Parent contain complete and accurate records of all actions taken, and summaries of all meetings held, by the stockholders, the Board of Directors of the Company and each of its subsidiaries (and any committees thereof) since the time of incorporation of the Company, as the case may be.

2.20 Environmental Matters. The Company (i) to its Knowledge, has complied in all material respects with all Environmental Laws; (ii) has not received any written notice of any alleged claim, complaint, violation of, or Liability under any Environmental Law (including any claim or complaint from any employee alleging exposure to Hazardous Materials); (iii) has not disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous Materials; (iv) has not entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to Liabilities arising out of Environmental Laws or the Hazardous Materials related activities of the Company; and (v) has delivered to Parent or made available for inspection by Parent and its agents, representatives and employees all records in the Company’s possession or control concerning the Hazardous Materials activities of the Company and all environmental audits and environmental assessments, if any, of any facility owned, leased or used at any time by the Company conducted at the request of, or otherwise in the possession or control of the Company. There are no Hazardous Materials in, on, or under any properties owned, leased or used at any time by the Company such as could give rise to any material Liability or corrective or remedial obligation of the Company under any Environmental Laws.

2.21 Brokers’ and Finders’ Fees. The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby. Section 2.21 of the Disclosure Schedule sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees.

2.22 Employee Benefit Plans and Compensation. (a) Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings: “ Company Employee Plan ” shall mean any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, retirement benefits, performance awards, stock or stock-related awards, material fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company for the benefit of any Employee, or with respect to which the Company has or may have any liability or obligation (including indirect liability by reason of an ERISA Affiliate).

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

“ DOL ” shall mean the United States Department of Labor. “ Employee ” shall mean any current or former employee, consultant, independent contractor or director of the Company. “ Employee Agreement ” shall mean each management, employment, severance, separation, settlement, consulting, contractor, relocation, change of control, retention, bonus, repatriation, expatriation, loan, visa, work permit or other agreement, or contract (including any offer letter or any agreement providing for acceleration of Company Options that is unvested, or any other agreement providing for compensation or benefits) between the Company and any Employee, and under which the Company has or may have any liability or obligation. “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended. “ ERISA Affiliate ” shall mean each subsidiary of the Company or other Person under common control with the Company within the meaning of Section 414(b), (c), (m) or (o) of the Code, and the regulations issued thereunder. “ IRS ” shall mean the United States Internal Revenue Service. “ PBGC ” shall mean the United States Pension Benefit Guaranty Corporation. “ Pension Plan ” shall mean each Company Employee Plan that is an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA. (b) Schedule. Company has provided to Parent a complete list of each Company Employee Plan and each Employee Agreement. The Company has not made any plan or commitment to establish any new Company Employee Plan or Employee Agreement, to modify any Company Employee Plan or Employee Agreement (except to the extent required by Law or to conform any such Company Employee Plan or Employee Agreement to the requirements of any applicable Law, in each case as previously disclosed to Parent in writing, or as required by this Agreement), or to enter into any Company Employee Plan or Employee Agreement. Company has provided to Parent a table setting forth the name, hiring date, annual salary or hourly wage rate, commissions, bonus, and accrued but unpaid vacation balances, accrued but unpaid sick leave, accrued severance pay and any other material benefit of each employee of the Company as of the date hereof. To the Knowledge of the Company, no employee has a present intention to terminate his or her employment for any reason. Section 2.22(b)(3) of the Disclosure Schedule contains an accurate and complete list of all individuals that have a consulting or advisory relationship with the Company. (c) Documents. The Company has provided to Parent (i) correct and complete copies of all documents embodying each Company Employee Plan and each Employee Agreement including all amendments thereto and all related trust documents, (ii) the most recent annual report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan, (iii) if

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company, (vii) all material correspondence to or from any governmental agency relating to any Company Employee Plan, (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) all discrimination tests for each Company Employee Plan for the most recent plan year, and (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan. (d) Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, is not in any material respect in default or violation of, and has no Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been, in all material respects, established and maintained in accordance with its terms and in compliance with all applicable Laws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Company, if applicable) with respect to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or the Company (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened, by the IRS, DOL, or any other Governmental Authority with respect to any Company Employee Plan. To the Company’s Knowledge, neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan. (e) No Pension Plans. Neither the Company nor any current or past ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plans subject to Title IV of ERISA or Section 412 of the Code. (f) No Self-Insured Plans. The Company has never maintained, established sponsored, participated in or contributed to any self-insured plan that provides benefits to employees (including any such plan pursuant to which a stop-loss policy or contract applies).

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(g) Collectively Bargained, Multiemployer and Multiple-Employer Plans. At no time has the Company or any current or past ERISA Affiliate contributed to or been obligated to contribute to any Pension Plan which is a “Multiemployer Plan,” as defined in Section 3(37) of ERISA. Neither the Company nor any ERISA Affiliate has at any time ever maintained, established, sponsored, participated in or contributed to any multiple employer plan or to any plan described in Section 413 of the Code. (h) No Post-Employment Obligations. Neither the Company nor any ERISA Affiliate is obligated under any plan, agreement or arrangement that provides, or reflects or represents any liability to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by COBRA or other applicable statute, and the Company has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with retiree life insurance, retiree health or other retiree employee welfare benefits, except to the extent required by statute. (i) Effect of Transaction. The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee, other than the vesting of Company Options as contemplated hereunder. (j) Section 280G. There is no agreement, plan, arrangement or other contract covering any Employee that, considered individually or considered collectively with any other such agreements, plans, arrangements or other contracts, will, or could reasonably be expected to, give rise directly or indirectly to the payment of any amount that would be characterized as a “parachute payment,” within the meaning of Section 280G(b) (2) of the Code as a result of the transactions contemplated by this Agreement. There is no contract, agreement, plan or arrangement to which the Company is a party or by which it is bound to compensate any Employee for excise taxes paid pursuant to Section 4999 of the Code. To the Company’s Knowledge, Section 2.22(j) of the Disclosure Schedule contains a true, complete and correct list of all Persons the Company reasonably believes to be “disqualified individuals” (within the meaning of Section 280G of the Code and the regulations thereunder). (k) Employment Matters. The Company is in compliance in all material respects with all applicable foreign, federal, state and local Laws, rules, regulations, and ordinances respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, except as disclosed in the Disclosure Schedule: (i) has withheld and reported all amounts required by Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, bonuses, benefits, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no actions, suits, claims, audits, investigations, or administrative matters pending, or, to the Knowledge of the Company, threatened, against the Company or any of its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or, to the Knowledge of the Company, threatened, claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The Company is not party to a conciliation agreement, consent decree, or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The employment of the Company’s Employees is terminable at the will of the Company and any such termination would result in no liability to the Company. The Company does not have any material liability with respect to any misclassification of: (1) any person as an independent contractor rather than as an employee, (2) any employee leased from another employer, or (3) any employee currently or formerly classified as exempt from overtime wages. (l) Labor. No strike, labor dispute, slowdown, concerted refusal to work overtime, or work stoppage against the Company is pending, or to the Knowledge of the Company, threatened. The Company has no Knowledge of any activities or proceedings currently or within the preceding three (3) years of any labor union to organize any Employees and any such activities or proceedings. There are no actions, suits, claims, audits, investigations, administrative matters, labor disputes or grievances pending or, to the Knowledge of the Company, threatened relating to any labor matters, wages, benefits (other than routine claims), medical or family leave (other than routine claims or requests), classification, safety or discrimination matters involving any Employee, including claims of wage and/or hour violations, unfair business practices, unfair labor practices, discrimination, harassment or wrongful termination complaints. The Company is not party to a current conciliation agreement, consent decree, or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company is not presently, nor has it been in the past, been a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company. (m) WARN Act. The Company has complied with the Workers Adjustment and Retraining Notification Act of 1988, as amended (“ WARN Act ”) and all similar state or local Laws. The Company has not taken any action which would constitute a “plant closing” or “mass layoff’ within the meaning of the WARN Act or similar state or local Law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar state or local Law, or incurred any liability or obligation under WARN or any similar state or local Law that remains unsatisfied. No terminations prior to the Closing would trigger any notice or other obligations under the WARN Act or similar state or local Law. All liabilities and obligations relating to the employment, termination or employee benefits of any former Employees previously terminated by the Company or an ERISA Affiliate including all termination pay, severance pay or other amounts in connection with the WARN Act and all similar state Laws, have been paid and no terminations prior to the Closing Date shall result in unsatisfied liability or obligation under WARN or any similar state or local Law.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(n) No Interference or Conflict. To the Knowledge of the Company, no Employee of the Company is obligated under any contract or agreement, or subject to any judgment, decree, or order of any court or administrative agency that would interfere with such person’s efforts to promote the interests of the Company or that would interfere with the Company’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business as presently conducted or proposed to be conducted nor any activity of such Employees in connection with the carrying on of the Company’s business as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such Employees is now bound.

2.23 Insurance. Section 2.23 of the Disclosure Schedule lists all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of the Company, including the type of coverage, the carrier, the amount of coverage, the term and the annual premiums of such policies. There is no claim by the Company pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed or that the Company has a reason to believe will be denied or disputed by the underwriters of such policies or bonds. In addition, there is no pending claim of which its total value (inclusive of defense expenses) will exceed the policy limits. All premiums due and payable under all such policies and bonds have been paid (or if installment payments are due, will be paid if incurred prior to the Closing Date) and the Company is otherwise in material compliance with the terms of such policies and bonds. Such policies and bonds (or other policies and bonds providing substantially similar coverage) are in full force and effect. The Company has no Knowledge or reasonable belief of threatened termination of, or premium increase with respect to, any of such policies. The Company has never maintained, established, sponsored, participated in or contributed to any self-insurance plan.

2.24 Compliance with Laws. (a) The Company has complied with, is not in violation of, and has not received any notices of any suspected, potential or actual violation with respect to, any foreign, federal, state or local Law. (b) The Company has at all times been, and is currently, fully in compliance with all applicable Anti-Corruption and Anti-Bribery Laws in any jurisdiction. The Company (including any of its officers, directors, agents, employees or other Person associated with or acting on its behalf) has not, directly or indirectly, used any funds for unlawful contributions, gifts, services of value, entertainment or other unlawful expenses, made, offered or promised to make any unlawful payment or gave or promised to give, anything of value to any Person or to any foreign or domestic government officials or employees or made, or promised to make any contribution, bribe, rebate, gift, payoff, influence payment, kickback or other similar unlawful payment or other advantage, or taken any action which would cause it to be in violation of any Anti-Corruption or Anti-Bribery Laws. The Company (including any of its officers, directors, agents, employees or other Person associated with or acting on its behalf) has not, directly or

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

indirectly, requested or agreed to receive or accepted any unlawful contributions, gifts, services of value, advantage, entertainment or other unlawful expenses, contribution, bribe, rebate, gift, payoff, influence payment, kickback or other similar unlawful payment, or similar incentive which would cause it to be in violation of any Anti-Corruption or Anti-Bribery Laws. Neither the Company, nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company acting on behalf of the Company has offered, nor made, nor promised to make, nor authorized the making of any gift or payment of money or anything of value either directly or indirectly to any Person, or to any officer or employee of a Governmental Authority, or to any Person acting in an official capacity for or on behalf of any such Governmental Authority or to any political party or candidate for political office (all of the foregoing individuals being individually and collectively referred to herein as “ Officials ”) for purposes of (i) influencing any act or decision of any Person, or such Official in his or her official capacity, or (ii) inducing any Person or such Official to do or omit to do any act in violation of the lawful duty of such Person or Official, or (iii) inducing such Person or Official to use his or her influence improperly including with a Governmental Authority to affect or influence any act or decision of such Governmental Authority in order to obtain, retain or direct or assist in obtaining, retaining or directing business to the Company. No officer, director, employee or holder of any financial interest in the Company or any affiliate thereof, is currently an Official. There are no pending or, to the Company’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company with respect to any Anti-Corruption and Anti-Bribery Laws. There are no actions, conditions or circumstances pertaining to the Company’s activities that could reasonably be expected to give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any Anti-Corruption and Anti-Bribery Laws. (c) To the Company’s Knowledge, no officer or director of the Company has been: (i) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) subject to any order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him/her from, or otherwise imposing limits or conditions on his or her engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; (iii) found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated; or (iv) involved in any other type of legal proceeding that would require the officer or director to disclose such involvement under Item 401(f) of SEC Regulation S-K if the officer or director were subject to such Regulation.

2.25 Bank Accounts, Letters of Credit and Powers of Attorney. Section 2.25 of the Disclosure Schedule lists (a) all bank accounts, lock boxes and safe deposit boxes relating to the business and operations of the Company (including the name of the bank or other institution where such account or box is located and the name of each authorized signatory thereto), (b) all outstanding letters of credit issued by financial institutions for the account of the Company (setting forth, in each case, the financial institution issuing such letter of credit, the maximum amount available under such letter of credit, the terms (including the expiration date) of such letter of credit and the party or parties in whose favor such letter of credit was issued), and (c) the

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

name and address of each person who has a power of attorney to act on behalf of the Company (other than with respect to Taxes or Tax matters). The Company has heretofore delivered to Parent true, correct and complete copies of each letter of credit and each power of attorney described in Section 2.25 of the Disclosure Schedule.

2.26 Customers and Suppliers. (a) Section 2.26(a) of the Disclosure Schedule sets forth each customer of the Company who accounted for more than 5% of the revenues of the Company for the fiscal year ended December 31, 2014, and who is expected to account for more than 5% of the revenues of the Company for the fiscal year ended December 31, 2015 (collectively, the “ Customers ”). Except to the extent disclosed on Section 2.26(a) of the Disclosure Schedule, since December 31, 2014, no Customer of the Company has canceled or otherwise terminated its relationship with the Company, or has during the last twelve (12) months decreased materially its usage or purchases of the Company Products. Except to the extent disclosed on Section 2.26(a) of the Disclosure Schedule, no Customer has, to the Company’s Knowledge, any plan or intention to terminate, to cancel or otherwise materially and adversely modify its relationship with the Company or to decrease materially its usage, purchase or distribution of the Company Products. (b) Section 2.26(b) of the Disclosure Schedule sets forth a list of all suppliers to whom the Company made payments aggregating $25,000 or more during the calendar year ended December 31, 2014, or expects to make payments aggregating $25,000 or more during the fiscal year ended December 31, 2015. Except as disclosed in Section 2.26 of the Disclosure Schedule, since December 31, 2014, no supplier has terminated or reduced its business with the Company or materially and adversely modified its relationship therewith.

2.27 Warranties to Customers. Section 2.27 of the Disclosure Schedule includes a copy of the standard terms and conditions of sale, lease or license by the Company (including applicable warranty and indemnity provisions). No Company Product is subject to any guaranty, warranty, or other indemnity that extends beyond, in any material respect, the applicable standard terms and conditions of sale, lease or license. There is no claim, action, suit, investigation or proceeding pending against the Company, or to the Company’s Knowledge, threatened, relating to alleged defects in the Company Products, or the failure of any such Company Product to meet agreed upon specifications and, to the Company’s Knowledge, there is no basis for any of the foregoing.

2.28 Complete Copies of Materials. The Company has delivered or made available true and complete copies of each document that has been requested by Parent or its counsel.

2.29 Website Traffic. Since January 1, 2014, the Company has not purchased traffic to its website OVGuide.com consisting of artificial traffic generated by pop-ups and pop-unders which create inflated ad impressions or clicks.

2.30 Information Supplied. None of the information supplied in writing by the Company for inclusion or incorporation by reference in the information provided to Stockholders in the Soliciting Materials (as defined below) will, at the time they are mailed or otherwise

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

delivered to the Stockholders and at all times during which Stockholder consents are solicited in connection with the Merger, contain any untrue statement of a material fact or, to the Knowledge of the Company omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided , however , that for the avoidance of doubt, the foregoing representation shall not apply to any information supplied by Parent for inclusion in the Soliciting Materials. ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SUB

Each of Parent and Sub hereby represents and warrants to the Company as follows, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate Section and paragraph numbers) supplied by the Parent to the Company on the date hereof (the “ Parent Disclosure Schedule ”) as follows

3.1 Organization, Standing and Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Sub is newly formed and was formed solely to effectuate the Merger. Each of Parent and Sub has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a Parent Material Adverse Effect.

3.2 Authority. Each of Parent and Sub has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement and any Related Agreements to which Parent and Sub are parties have been duly executed and delivered by Parent and Sub and constitute the valid and binding obligations of Parent and Sub, enforceable against each of Parent and Sub in accordance with their terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

3.3 Parent Capital Structure. (a) The authorized capital stock of the Parent consists of: (i) 37,500,000 shares of Parent Common Stock, of which 37,312,500 shares are issued and outstanding on the date hereof. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. All outstanding shares of Parent Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of the Parent, or any agreement to which the Parent is a party or by which it is bound, and together with all Parent Options have been issued in compliance with all applicable Laws, including federal and state securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Parent Capital Stock. The Parent has no capital stock other than the Parent Capital Stock authorized, issued or outstanding. Parent has no Parent Capital Stock that is unvested.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(b) Parent has never adopted, sponsored or maintained, or reserved shares for issuance under, any stock option plan or any other plan or agreement (whether written or oral, formal or informal) providing for equity compensation to any Person. There are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Parent is a party or by which the Parent is bound obligating the Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Parent Capital Stock or obligating the Parent to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other rights, rights of any type, the value of which is determined by reference in whole or in part to the value of Parent Capital Stock or any other securities of the Parent (whether payable in cash, property or otherwise) with respect to the Parent. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting securities of the Parent. There are no agreements to which the Parent is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Parent Capital Stock.

3.4 Subsidiaries. A list of the subsidiaries of Parent is set forth in Section 3.4 of the Disclosure Schedule. Except as set forth in Section 3.4 of the Disclosure Schedule, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which any subsidiary of the Parent is a party or by which any subsidiary of the Parent is bound obligating such subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of its capital stock or obligating such subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any subsidiary of the Parent. Neither the Parent nor any of its subsidiaries has agreed, is obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any other Person. Neither the Parent nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any Person.

3.5 Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority, is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement and any Related Agreements to which Parent or Sub is a party or the consummation of the transactions contemplated hereby and thereby, except for (i) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not have a Parent Material Adverse Effect and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

3.6 No Conflict. The execution and delivery by Parent and Sub of this Agreement and any Related Agreement to which Parent or Sub is a party, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default (with or without notice of lapse of time, or both) under (i) the certificate of incorporation, bylaws or similar organizational documents of Parent or Sub, each as amended to date and in full force and effect on the date hereof, or (ii) assuming compliance with the matters referred to in Section 3.5 hereof, any material Laws applicable to Parent or Sub or any of their respective properties or assets (whether tangible or intangible).

3.7 Solvency. Parent is not insolvent and consummation of the Merger and the other transactions contemplated by this Agreement will not cause Parent to become insolvent.

3.8 Due Authorization. Parent and Sub each has all requisite corporate power and authority to enter into this Agreement and Parent Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and Parent Related Agreements, and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the payment of the Merger Consideration), have been duly authorized by Parent’s and Sub’s respective board of directors, and as required, approved by the stockholders of Parent and Parent as the sole shareholder of Sub. This Agreement and Parent Related Agreements have each been duly executed and delivered by Parent and Sub and constitutes the valid and binding obligations of Parent and Sub, enforceable against Parent and Sub in accordance with their terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

3.9 Valid Issuance. All shares of Parent Common Stock that may be issued pursuant to this Agreement in connection with the Merger are duly authorized and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances. The rights, preferences, privileges and restrictions of Parent Common Stock are as stated in Parent’s Certificate of Incorporation. The sale of Parent Common Stock pursuant hereto is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly complied with or waived.

3.10 Litigation. Except as set forth on Section 3.8 of the Parent Disclosure Schedule, there is no action, suit, claim or proceeding of any nature pending, or to the Knowledge of Parent, threatened, against Parent, its properties (tangible or intangible) or any of its officers or directors, nor to the Knowledge of Parent is there any reasonable basis therefor. There is no investigation, audit, or other proceeding pending or, to the Knowledge of Parent, threatened, against Parent, any of its properties (tangible or intangible) or any of its officers or directors by or before any Governmental Authority, nor to the Knowledge of Parent is there any reasonable basis therefor. No Governmental Authority has at any time challenged or questioned the legal right of Parent to conduct its operations as presently or previously conducted or as presently contemplated to be conducted. There is no action, suit, claim or proceeding of any nature pending or, to the Knowledge of Parent, threatened, against any individual or entity who has a contractual right or a right pursuant to the DGCL to indemnification from Parent related to facts and circumstances existing prior to the Effective Time, nor are there, to the Knowledge of Parent, any facts or circumstances that would give rise to such an action, suit, claim or proceeding.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

3.11 Financial Statements. Section 3.9 of the Parent Disclosure Schedule sets forth Parent’s (and its subsidiaries’) (i) consolidated audited balance sheets, statements of operations and statements of cash flows (collectively, the “ Parent Financials ”) as of December 31, 2013 and December 31, 2014 and (ii) unaudited balance sheets, statements of operations and statements of cash flows for the 9-month period ending on the Balance Sheet Date. The Parent Financials are true and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other. The Parent Financials accurately present the Company’s (and its subsidiaries’) financial condition, operating results and cash flows as of the dates and during the periods indicated therein.

3.12 Tax Matters (a) Tax Returns and Audits. (i) Parent and its subsidiaries have (a) prepared and timely filed all required income and other material Returns relating to any and all Taxes of Parent and its subsidiaries and such Returns are true and correct in all material respects and (b) paid all Taxes they are required to pay. (ii) There is no Tax deficiency outstanding, assessed or proposed in writing against Parent or any of its subsidiaries, and neither Parent nor any of its subsidiaries has executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (iii) No audit or other examination of any Return of Parent or any of its subsidiaries is presently in progress, nor has Parent been notified in writing of any request for such an audit or other examination. No adjustment relating to any Return filed by Parent or any of its subsidiaries has been proposed in writing by any Tax authority to Parent or any of its subsidiaries or any representative thereof, which adjustment has not been resolved. No written claim has ever been made by a taxing authority that Parent or any of its subsidiaries is or may be subject to taxation in a jurisdiction in which it does not file Tax Returns. (iv) As of the date of the Current Financials, neither Parent nor any of its subsidiaries had liabilities for unpaid Taxes which had not been accrued or reserved on the Current Financials, whether asserted or unasserted, contingent or otherwise, and neither Parent nor any of its subsidiaries has incurred any liability for Taxes since the date of the Current Financials other than in the ordinary course of business, consistent with past practices. (v) There are (and immediately following the Effective Time there will be) no Liens on the assets of Parent and its subsidiaries relating to or attributable to Taxes, other than Liens for Taxes not yet due and payable or that are being contested in good faith pursuant to appropriate proceedings and for which adequate reserves have been established.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(vi) As of the date hereof, neither Parent nor any of its subsidiaries has taken or agreed to take any action, nor does Parent or any of its subsidiaries have knowledge of any fact or circumstance that could reasonably be expected to prevent the Transaction from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME

4.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees to conduct its business, except to the extent that Parent shall otherwise consent in writing, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and material Taxes of the Company and its subsidiaries when due, other than those Taxes that are being contested in good faith pursuant to appropriate proceedings (subject to Section 4.1(f) below), to pay or perform other obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company, use commercially reasonable efforts to keep available the services of the present officers and key employees of the Company and its subsidiaries and to preserve the relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company and any material event involving the Company or any of its subsidiaries that arises during the period from the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Effective Time. In addition to the foregoing, except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 4.1 of the Disclosure Schedule, the Company shall not, and shall cause the subsidiaries of the Company not to, without the prior consent of Parent, from and after the date of this Agreement: (a) cause or permit any amendments to the Charter Documents of the Company or any of its subsidiaries; (b) incur any expenditures or enter into any commitment or transaction exceeding $25,000 in the aggregate or any commitment or transaction of the type described in Section 2.10 hereof (other than in the ordinary course of business consistent with past practice); (c) pay, discharge, waive or satisfy, any indebtedness for borrowed money; (d) except in the ordinary course of business consistent with past practice, pay, discharge, waive or satisfy, any third party expense in an amount in excess of $25,000 in the aggregate, or any other claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than with respect to such other claim, liability right or obligation, the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Financials;

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(e) adopt or change accounting methods or practices (including any change in depreciation or amortization policies) other than as required by GAAP; (f) make or change any material Tax election, adopt or change any Tax accounting method, enter into any closing agreement with respect to Taxes, settle or compromise any Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment or file any material Tax Return or any amended Tax Return unless a copy of such Tax Return has been delivered to Parent for review a reasonable time prior to filing; (g) revalue any of its assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or Accounts Receivable other than in the ordinary course of business consistent with past practice; (h) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Company Capital Stock, or split, combine or reclassify any Company Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of Company Capital Stock (or options, warrants or other rights exercisable therefor); (i) increase the salary or other compensation (including equity based compensation whether payable in securities or cash or otherwise) payable or to become payable to any officer, director, employee, consultant or advisor, or make any declaration, payment or commitment or obligation of any kind for the payment (whether in cash, equity or otherwise) of a severance payment, termination payment, bonus or other additional salary or compensation to any such person, except payments made pursuant to written agreements outstanding on the date hereof and disclosed in the Disclosure Schedule; (j) sell, lease, license or otherwise dispose of or grant any security interest in any of its properties or assets (whether tangible or intangible), including the sale of any Accounts Receivable, except in the ordinary course of business and consistent with past practices; (k) make any loan to any Person or purchase debt securities of any Person or amend the terms of any outstanding loan agreement; (l) incur any Indebtedness, guarantee any Indebtedness of any Person, issue or sell any debt securities, or guarantee any debt securities of any Person; (m) waive or release any material right or claim of the Company, including any write-off or other compromise of any Accounts Receivable; (n) commence or settle any lawsuit, threat of any lawsuit or proceeding or other investigation against the Company or any of its subsidiaries involving an amount in dispute greater than $10,000; (o) issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any Company Capital Stock or any

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

securities convertible into, exercisable or exchangeable for, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue or purchase any such shares or other convertible securities, except for the issuance of Company Capital Stock pursuant to the exercise of outstanding Company Options; (p) (i) except standard end user licenses and software-as-a-service agreements entered into in the ordinary course of business, consistent with past practice, sell, lease, license or transfer to any Person any rights to any Company Intellectual Property or enter into any agreement or modify any existing agreement with respect to any Company Intellectual Property with any Person or with respect to any Intellectual Property Rights of any Person, (ii) purchase or license any Intellectual Property Rights or enter into any agreement or modify any existing agreement with respect to the Technology or Intellectual Property Rights of any Person, (iii) enter into any agreement or modify any existing agreement with respect to the development of any Technology or Intellectual Property Rights with a third party, or (iv) change pricing or royalties set or charged by the Company to its customers or licensees, or the pricing or royalties set or charged by persons who have licensed Technology or Intellectual Property Rights to the Company; (q) enter into or amend any agreement pursuant to which any other party is granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any Company Product; (r) enter into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease, license or other occupancy agreement with respect to any real property or alter, amend, modify or terminate any of the terms of any Lease Agreements; (s) amend or otherwise modify (or agree to do so), or violate the terms of, any of the Material Contracts; (t) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of the Company; (u) adopt or amend any Company Employee Plan except as contemplated by this Agreement, enter into any employment contract, pay or agree to pay any bonus or special remuneration to any director or Employee, or increase or modify the salaries, wage rates, or other compensation (including any equity-based compensation) of its Employees except for (i) amendments required by Law or to conform any such Company Employee Plan or Employee Agreement to the requirements of any applicable Law, (ii) payments contemplated in this Agreement, and (iii) payments made pursuant to written agreements outstanding on the date hereof and disclosed in Section 4.1(u) of the Disclosure Schedule; (v) enter into any strategic alliance, affiliate agreement or joint marketing arrangement or agreement;

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(w) except as set forth in Section 4.1(w) of the Disclosure Schedule, hire, promote, demote or terminate any Employees, or encourage any Employees to resign from the Company or any of its subsidiaries; (x) except in cooperation with Parent or in substantial compliance with guidelines provided by Parent, make any representations or issue any communications (including electronic communications) to Employees regarding any benefits of the transactions contemplated by this Agreement, including any representations regarding offers of employment from Parent or the terms thereof; (y) alter, or enter into any commitment to alter, its interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (z) cancel, amend or renew any insurance policy; or (aa) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.1 through 4.1(z) hereof, or any other action that would (i) prevent the Company from performing, or cause the Company not to perform, its covenants hereunder or (ii) cause or result in any of its representations and warranties contained herein being untrue or incorrect. Parent acknowledges that any action taken with the written consent of Parent pursuant to this Section 4.1 and after written notification by the Company that such action will constitute a breach of a representation or warranty set forth in Article II , or that is disclosed in Section 4.1 of the Disclosure Schedule, in each case that causes any representation and warranty set forth in Article II , as modified by the Disclosure Schedule, to be inaccurate as of the Closing Date, shall be deemed to not be a breach of such representation or warranty, but only to the extent specifically set forth in the written notification provided by the Company.

4.2 No Solicitation. Until the earlier of (i) the Effective Time, or (ii) the date of termination of this Agreement pursuant to the provisions of Section 8.1 hereof, the Company shall not (nor shall the Company permit, as applicable, any of its officers, directors, employees, stockholders, agents, representatives or affiliates to), directly or indirectly, take any of the following actions with any party other than Parent and its designees: (a) solicit, encourage, seek, entertain, support, assist, initiate or participate in any inquiry, negotiations or discussions, or enter into any agreement, with respect to any offer or proposal to acquire all or any material part of the business, properties or technologies of the Company, or any amount of the Company Capital Stock (whether or not outstanding), whether by merger, purchase of assets, tender offer, license or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning the business, technologies or properties of the Company, or afford to any Person access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the Company Capital Stock or assets of the Company, or (d) enter into any agreement with any person providing for the acquisition of the Company (other than inventory in the ordinary course of business), whether by merger, purchase of assets, license, tender offer or otherwise. The Company shall immediately cease and cause to be terminated any such negotiations, discussion or agreements (other than with Parent) that are the subject matter of

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

clause (a), (b), (c) or (d) above. In the event that the Company or any of the Company’s affiliates shall receive, prior to the Effective Time or the termination of this Agreement in accordance with Section 8.1 hereof, any offer, proposal, or request, directly or indirectly, of the type referenced in clause (a), (c), or (d) above, or any request for disclosure or access as referenced in clause (b) above, the Company shall immediately (x) suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (y) notify Parent thereof, including information as to the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as Parent may reasonably request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Parent shall be entitled to seek an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 4.2 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent may be entitled at law or in equity. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by any officer, director, agent, representative or affiliate of the Company shall be deemed to be a breach of this Agreement by the Company. 4.3 Procedures for Requesting Parent Consent. If the Company desires to take an action which would be prohibited pursuant to Section 4.1 of this Agreement without the written consent of Parent, prior to taking such action the Company may request such written consent by sending an email or facsimile to both of the following individuals: FilmOn 338 N Canon Drive, Third Floor Penthouse Beverly Hills, CA 90210 Attention: Peter van Pruissen and: The Law Offices of Barry K. Rothman 1901 Avenue of the Stars Suite 370 Los Angeles, CA 90067 Attention: Barry K. Rothman

ARTICLE V ADDITIONAL AGREEMENTS

5.1 Information Statement; Stockholder Approval. (a) As soon as practicable after the date hereof, the Company shall use its reasonable best efforts to obtain the Sufficient Stockholder Vote, either at a meeting of the Company’s Stockholders or pursuant to a written Stockholder consent, all in accordance with the

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

DGCL and the Charter Documents of the Company. In connection with such meeting of Stockholders or written Stockholder consent, the Company shall submit to the Stockholders the Soliciting Materials (as defined below), which shall (i) include a solicitation of the approval of the holders of the Company Capital Stock to this Agreement and the Merger, (ii) specify that adoption of this Agreement shall constitute approval by the Stockholders of this Agreement, the obligations of the Stockholders under this Agreement and the appointment of Peter Lee as Securityholder Representative, under and as defined in this Agreement, (iii) include a summary of the Transaction and this Agreement and the Related Agreements, and (iv) include a statement that appraisal rights are available for the Company Capital Stock pursuant to the DGCL. Any materials to be submitted to the Stockholders in connection with the solicitation of their approval of the Merger and this Agreement (the “ Soliciting Materials ”) shall be subject to review and approval by Parent prior to distribution, such approval not to be unreasonably withheld or delayed, and shall also include the unanimous recommendation of the Board of Directors of the Company in favor of the Merger, this Agreement, and the transactions contemplated hereby, and the conclusion of the Company’s Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Stockholders. (b) The Company shall seek to obtain the Sufficient Stockholder Vote to adopt this Agreement and approve the consummation of the Merger and the other transactions contemplated by this Agreement. The Company shall give Stockholders sufficient notice to the effect that no Stockholder will be able to exercise appraisal rights if such Stockholder has not perfected such appraisal rights in accordance with the DGCL.

5.2 Access to Information. The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period from the date hereof and prior to the Effective Time to (i) all of the properties, books, contracts, commitments and records of the Company and its subsidiaries, (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable Law) of the Company as Parent may reasonably request, and (iii) all employees of the Company and its subsidiaries as identified by Parent. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon reasonable request. No information or knowledge obtained in any investigation pursuant to this Section 5.2 or otherwise shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof.

5.3 Confidentiality. Each of the parties hereto hereby agrees that the information obtained in any investigation pursuant to the negotiation and execution of this Agreement or the effectuation of the transactions contemplated hereby, shall be governed by the terms of that certain Non- disclosure Agreement by and between Parent and the Company, dated as of October 1, 2015 (the “ Confidential Disclosure Agreement ”). In this regard, the Company acknowledges that Parent’s common stock is or may be publicly traded and that any information obtained by Company regarding Parent could be considered to be material non-public information within the meaning of federal and state securities Laws. Accordingly, the Company acknowledges and agrees not to engage in any transactions in Parent’s common stock in violation of applicable insider trading Laws.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

5.4 Expenses. Whether or not the Merger is consummated, all fees and expenses incurred in connection with the Merger including all legal, accounting, financial advisory, consulting, and all other fees and expenses of third parties (including any costs incurred to obtain consents, waivers or approvals as a result of the compliance with Section 5.6 hereof and the cost of the Tail Policy) incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, including, in the case of the Company and its subsidiaries, any bonuses or other change of control payments paid or to be paid to employees or consultants of the Company or any of its subsidiaries, if any (each, a “ Third Party Expense ,” and collectively, the “ Third Party Expenses ”), shall be the obligation of the respective party incurring such fees and expenses. At least three (3) Business Days prior to the Closing Date, the Company shall provide to Parent a statement (in a form reasonably satisfactory to Parent) that includes (i) estimated Third Party Expenses incurred or expected to be incurred by the Company and its subsidiaries and (ii) a complete and correct list of the obligees of all Company Debt outstanding as of such date, including the amount of all such Company Debt owed to each such obligee as of immediately prior to the Effective Time, specifying the principal, penalties, interest and premiums necessary to satisfy and discharge all obligations in respect thereof on the Closing Date (such statement, the “ Statement of Expenses and Debt ”). On the Closing Date, prior to the Closing, the Company shall pay to each party identified in the Statement of Expenses and Debt all Third Party Expenses or Company Debt owed to them. The amount of any Third Party Expenses and/or Company Debt that is not reflected on the Statement of Expenses and Debt (“ Excess Third Party Expenses and/or Debt ”) shall be subject to the indemnification provision of Section 7.2 hereof and shall not be limited by the Threshold Amount (as defined in Section 7.5(a) hereof) or the maximum amount of indemnification provided in Section 7.7 .

5.5 Public Disclosure. Except as may be required to comply with the requirements of any applicable Law, neither the Company nor any of its Stockholders shall issue any press release or other public announcement relating to the subject matter of this Agreement or the transactions contemplated hereby without the prior approval (which approval will not be unreasonably withheld or delayed) of Parent.

5.6 Consents. The Company shall use reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Material Contract as are required thereunder in connection with the Merger or for any such Material Contracts to remain in full force and effect so as to preserve all rights of, and benefits to, the Company under such Material Contract from and after the Effective Time. In the event that, prior to the Effective Time, the other parties to any Material Contract, including lessor or licensor of any Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Material Contract, the Company shall be responsible for making all payments required to obtain such consent, waiver or approval and such amounts shall be deemed Third Party Expenses under Section 5.4 hereof.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

5.7 Financial Statements. (a) The Company acknowledges that Parent may include the Financials in a registration statement or other filing made by Parent with the SEC. (b) Prior to the Closing, the Company shall deliver, or cause to be delivered, to Parent, Financials, together with an unqualified opinion with respect thereto from an internationally recognized independent accounting firm, and such financial statements shall be deemed “Year-End Financials” under this Agreement. Within thirty (30) days following the last day of each fiscal quarter ending after March 31, 2016, the Company shall deliver, or cause to be delivered, to Parent, in form and substance reasonably satisfactory to Parent, the Company’s unaudited consolidated balance sheet as of the last day of such fiscal quarter and as of the last day of the corresponding fiscal quarter from the prior fiscal year, and the related consolidated unaudited statements of income, cashflow, and stockholders’ equity for the three (3) month periods then ended, and such quarterly financial statements shall be deemed “Interim Financials” under this Agreement. The Company, prior to the Effective Time, and the Securityholder Representative, on or after the Effective Time, shall, if requested by Parent, reasonably cooperate with Parent in causing the Company’s auditors to deliver, and shall use commercially reasonable efforts to take such other actions as are necessary to enable the Company’s auditors to deliver, any opinions, consents, comfort letters, or other materials necessary for Parent to file the Financials in a registration statement or other filing made by Parent with the SEC or to comply with the reasonable request of an underwriter in connection with a public offering of Parent’s securities. Parent shall be entitled to include the information contained in the Financials in a registration statement or other filing made by Parent with the SEC if such registration statement or other filing is required in connection with Parent satisfying its reporting obligations under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). (c) The Financials, when delivered, will (i) have been derived from the books and records of the Company, (ii) be true and correct in all material respects and (iii) fairly present the consolidated financial position, results of operations and cash flows of the Company at the dates and for the periods indicated in accordance with GAAP and Regulation S-X promulgated under the Exchange Act, except as indicated in the footnotes thereto.

5.8 Additional Documents and Further Assurances; Reasonable Efforts. (a) Each party hereto, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and the transactions contemplated hereby. (b) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated hereby, to satisfy the conditions to the obligations to consummate the Merger, to obtain all necessary waivers, consents and approvals and to effect all necessary

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement.

5.9 Tax Matters. (a) Preparation of Returns for Pre-Closing Tax Periods. Parent shall prepare and timely file, or cause to be prepared and timely filed, all Returns for the Company and its subsidiaries required to be filed after the Closing Date, and shall timely remit, or cause to be remitted, to the appropriate Governmental Authority all Taxes reflected on such Returns, subject to Parent’s right to indemnification pursuant to Section 7.2(e) . To the extent such Returns include any Pre-Closing Tax Period, such Returns shall be (i) prepared in accordance with applicable Law and consistent with the past practices of the Company and its subsidiaries in all material respects, except to the extent necessary in Parent’s reasonable judgment to avoid the imposition of penalties, and (ii) delivered to the Securityholder Representative at least thirty (30) days prior to the due date (or if less than 30 (thirty) days remain before filing is due, one third (%) of the days remaining between Closing and the filing due date to the extent feasible) for the Securityholder Representative’s review and approval (not to be unreasonably withheld, conditioned or delayed). To the extent permitted by applicable Law, Parent shall, or shall cause the Company to, report all Deductions on the income Tax Returns of the Company for the taxable period that includes the Closing Date. (b) No Amended Returns. Parent shall not, and shall not cause or permit the Company or its subsidiaries to, amend any previously filed Return of the Company or any of its subsidiaries for any PreClosing Tax Period (including a Straddle Tax Period) without the prior written consent of the Securityholder Representative, which shall not be unreasonably withheld, conditioned or delayed. (c) Cooperation. Parent and the Securityholder Representative, on behalf of the Holdback Participants, shall cooperate, as and to the extent reasonably requested by the other party, in connection with (i) the filing of any Returns of or with respect to the Company, its subsidiaries or their respective operations, and (ii) any audit, examination, voluntary disclosure or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment with respect to Taxes of the Company, its subsidiaries or their respective operations (a “ Tax Contest ”). Such cooperation shall include taking all commercially reasonable and legally permissible actions to minimize the amount of any applicable Tax, obtaining and providing appropriate forms, retaining and providing records and information that are reasonably relevant to any such Return or Tax Contest, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything in this agreement to the contrary (including Section 7.4(e)) , this Section 5.10(c) controls all Tax Contests. After the Closing Date, Parent shall notify the Securityholder Representative within ten (10) days after the receipt or commencement of any notice of a Tax Contest that, if determined adversely to the taxpayer or after the lapse of time would be grounds for a claim for indemnity pursuant to Section 7.2(e) hereof. Thereafter, Parent shall promptly deliver to the Securityholder Representative copies of all relevant notices and documents (including court papers) received by

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Parent or any of its Affiliates in connection with such Tax Contest. Parent shall have the right to control the conduct of any Tax Contest relating to any PreClosing Tax Period; provided, that, the Securityholder Representative shall have the right to participate, at its own expense, in any such Tax Contest, and Parent shall not settle any such Tax Contest without the prior written consent of the Securityholder Representative, such consent not to be unreasonably withheld, delayed or conditioned. (d) Tax Sharing Agreements. In Parent’s sole discretion, any Tax Sharing Agreement to which the Company or any of its subsidiaries is a party or by which it is bound shall be terminated as of the Closing Date, and none of the Company or its subsidiaries shall have any liability or obligation pursuant thereto. (e) Indemnity. For the avoidance of doubt, the Holdback Participants, Optionholders and Bonus Recipients shall not be responsible for (and shall not have any indemnification obligations hereunder with respect to) any Taxes of the Company or any of its subsidiaries that are attributable to a taxable period (or portion thereof) beginning after the Closing Date. (f) Refunds. Any Tax Refunds that are received by Parent, the Surviving Corporation or any of their subsidiaries or Affiliates shall be for the account of the Holdback Participants. Parent shall, if the Securityholder Representative so requests, cause the relevant entity to file for and obtain any such Tax Refunds to which the Holdback Participants are entitled hereunder. Parent shall forward to the Securityholder Representative for the benefit of the Holdback Participants any such Tax Refund within ten (10) calendar days after the Tax Refund is received, either pursuant to a cash payment or through the reduction of a Tax liability. (g) Reorganization. Notwithstanding anything herein to the contrary, each party to this Agreement hereby acknowledges and agrees that such party will use its reasonable best efforts to cause the Transaction to be treated as, and will use its reasonable best efforts not to, and not to permit or cause any of its subsidiaries to, take any action that could reasonably be expected to prevent or impede the Transaction from being treated as, a reorganization within the meaning of Section 368(a) of the Code.

5.10 Notification of Certain Matters. Each of the Company on the one hand, and Parent on the other hand, shall give prompt notice to the other of: (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time (as though given on or as of the Effective Time), and (b) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided , however , that the delivery of any notice pursuant to this Section 5.10 shall not (i) limit or otherwise affect any remedies available to the party receiving such notice or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by a party pursuant to this Section 5.10 shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

5.11 Indemnification of Officers and Directors. (a) From the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, all rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “ D&O Indemnified Persons ”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company and as provided in the indemnification agreements between the Company and certain of said D&O Indemnified Persons made available to Parent shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware Law. (b) Prior to the Closing, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance policy in effect on the date of this Agreement (the “ Current Policy ”) for the D&O Indemnified Persons (the “ Tail Policy ”). The Company shall be responsible for the cost of the Tail Policy and such amount shall be deemed a Third Party Expense under Section 5.4 hereof. The Tail Policy purchased by the Company shall provide the D&O Indemnified Persons with coverage for six (6) years from and after the Effective Time with respect to acts or omissions occurring at or prior to the Effective Time and shall contain terms and coverage amounts at least as favorable as the terms and coverage amounts of the Current Policy. For the period of six (6) years from and after the Effective Time, the Surviving Corporation shall not cancel or amend the Tail Policy.

5.12 Restricted Securities. The parties hereto acknowledge and agree that the shares of Parent Common Stock issuable to the Stockholders and the Optionholders pursuant to this Agreement shall constitute “restricted securities” within the Exchange Act.

5.13 Blue Sky Laws. Each of Parent and the Company shall take such actions reasonably required on their part to ensure that the issuance of shares of Parent Common Stock pursuant to this Agreement shall be in compliance with the securities and blue sky Laws of all jurisdictions applicable to the issuance of Parent Common Stock in connection with the Merger.

5.14 Nonaccredited Holdback Participants. Prior to the Effective Time, the Company shall not take any action that would cause the number of Holdback Participants who are not “accredited investors” pursuant to Regulation D promulgated under the Exchange Act to increase to more than thirty-five (35).

5.15 Employee Benefits Matters. (a) To the extent that service is relevant for purposes of eligibility, vesting, and entitlement to any vacation or paid time off benefit under any employee benefit plan, program or arrangement established or maintained by Parent or the Surviving Corporation following the Closing Date for the benefit of Employees, such plan, program or arrangement shall credit such Employees for service on and prior to the Closing Date to the same extent such service was recognized by the Company for the same purpose under the corresponding Company Employee Plans, except as would cause a duplication of benefits or coverage for the same period of service. In addition, for the plan year in which the Closing occurs, with respect to any group health plan established or maintained by Parent or the Surviving Corporation following the

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Closing Date for the benefit of Employees, Parent agrees to use commercially reasonable efforts to: (i) waive any pre-existing condition exclusion; and (ii) provide that any covered expenses incurred on or before the Closing Date by any Employee or by a covered dependent shall be taken into account for purposes of satisfying applicable deductible, coinsurance, and maximum out-of-pocket provisions after the Closing Date. (b) From and after the Closing Date, Parent shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all severance, retention, change in control and similar arrangements between the Company and the Employees in effect prior to the Closing Date. Parent and the Company intend and agree that the transactions contemplated by this Agreement shall not constitute a separation, termination or severance of employment of any Company employee. (c) Notwithstanding the foregoing, nothing in this Section 5.15 shall (i) confer upon any Employee or any other Person not a party to this Agreement any right or remedy (including any third-party beneficiary right) under this Section 5.15 or this Agreement; (ii) confer upon any Employee or any other Person not a party to this Agreement any right with respect to continuance of employment or any term or condition of employment) by the Company, Parent, the Surviving Corporation or their respective Affiliates; or (iii) be deemed to amend, terminate or modify any Company Employee Plan or any other benefit or compensation plan, program, agreement, arrangement, practice or policy of the Company, Parent, the Surviving Corporation or their respective Affiliates.

5.16 Assumption of Company Debt. Parent shall on or prior to Closing have assumed the Company Debt listed on Schedule 5.17 hereto. Parent agrees to repay such debt upon the earlier of (i) one year from the Closing date, (ii) a Parent change of control transaction or (iii) the consummation of an IPO of the Parent.

5.17 Parent Bonus Plan. Parent shall, on or prior to the Closing, implement a bonus plan (the “ Bonus Plan ”) pursuant to which bonuses in the form of restricted stock units covering a number of shares of Parent Common Stock equal to the Bonus Shares shall be granted to Key Employees. Bonuses under the Bonus Plan shall be allocated among the Key Employees as mutually agreed between the chief executive officer of the Parent and the chief executive officer of the Company. The Bonus Plan will provide that (i) bonuses will vest one year following Closing, provided that the Key Employee remains employed by Parent or its affiliates, except that the bonuses will fully vest in the event of a termination of a Key Employee’s employment without Cause; (ii) bonuses, to the extent vested, shall be settled in shares of Parent Common Stock on the one year anniversary of the Closing; and (iii) any bonus that is forfeited as a result of not vesting may be reallocated among the Key Employees within one year following Closing by mutual agreement between the chief executive officer of the Parent and the chief executive officer of the Company. The number of shares of Parent Common Stock covered by the bonuses will be subject to adjustment, equal to the Pro Rata Portion of each Bonus Recipient, in conjunction with any issuance of any additional shares of Parent Common Stock pursuant to Section 1.13 above (mutatis mutandis), in connection with an IPO of the Parent. The provisions of this Section 5.17 are included for the sole benefit of the respective parties hereto and shall not create any right in any other Person, including any Key Employee or any other employee or former employee of the Company.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

ARTICLE VI CONDITIONS TO THE MERGER

6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of the Company and Parent to effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, of the following conditions: (a) No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger. (b) No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be threatened or pending. (c) Stockholder Approval. Stockholders constituting the Sufficient Stockholder Vote shall have approved this Agreement, the Merger and the transactions contemplated hereby, including the appointment of the Securityholder Representative.

6.2 Conditions to the Obligations of Parent and Sub. The obligations of Parent and Sub to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Parent and Sub: (a) Representations, Warranties and Covenants. (i) Each of the representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for any portion of those representations and warranties that are qualified by materiality, Company Material Adverse Effect or any similar standard or qualification, which portion shall be true and correct in all respects) on and as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of a specified date, in which case as of such date), and (ii) the Company shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by it as of the Closing. (b) Governmental Approval. Approvals from any court, administrative agency, commission, or other federal, state, county, local or other foreign governmental authority, instrumentality, agency, or commission (if any) deemed appropriate or necessary by Parent shall have been timely obtained. (c) Company Board Approval. This Agreement, the Merger and the transactions contemplated hereby shall have been unanimously approved by the Board of Directors of the Company, which unanimous approval shall not have been modified or revoked.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(d) Third Party Consents. The Company shall have delivered to Parent all necessary consents, waivers and approvals, if any, of parties to any Material Contract which are being sought pursuant to Section 2.5(b) hereof. (e) Release of Liens. Parent shall have received from the Company a duly and validly executed copy of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Parent, that are necessary or appropriate to evidence the release of all Liens, if any, identified in Schedule 6.2(e) to this Agreement. (f) No Material Adverse Effect. There shall not have occurred any event or condition of any character that has had, or is reasonably likely to have, a Company Material Adverse Effect since the date of this Agreement. (g) Resignation of Officers and Directors. Parent shall have received a written resignation from each of the officers and directors of the Company and its subsidiaries effective as of the Effective Time. (h) Appraisal Rights. The holders of no greater than ten percent (10%) of the outstanding Company Capital Stock shall continue to have a right to exercise appraisal, dissenters’ or similar rights under applicable Law with respect to such equity securities of the Company by virtue of the Merger. (i) Certificate of the Company. The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time. (j) Certificate of Secretary of Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby. (k) Certificates of Good Standing. Parent shall have received a long form certificate of good standing from the Secretary of State of the State of Delaware, and (ii) a good standing certificate from each jurisdiction in which the Company or any of its subsidiaries is qualified to do business, each of which to be dated within a reasonable period prior to Closing with respect to the Company and such subsidiaries. (l) FIRPTA Certificate. Parent shall have received a copy of a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3), validly executed by a duly authorized officer of the Company.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(m) Employees. The persons listed on Schedule 6.2(m) to this Agreement (the “ Key Employees ”) (i) shall still be employees of the Company and performing their usual and customary duties for the Company immediately before the Effective Time, (ii) shall not have notified (whether formally or informally) Parent or the Company of such employee’s intention of leaving the employ of Parent or the Company following the Effective Time and (iv) shall have signed a PIIAA. (n) Litigation. There shall be no action, suit, claim, order, injunction or proceeding of any nature pending, or overtly threatened, against Parent, the Sub or the Company, their respective properties or any of their respective officers or directors arising out of, or in any way connected with, the Merger or the other transactions contemplated by the terms of this Agreement. (o) Termination of Agreements. Parent shall have received from the Company a duly and validly executed copy of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Parent, that are necessary or appropriate to evidence the termination of the agreements set forth in Schedule 6.2(o) to this Agreement. (p) Amendment of Agreements. Parent shall have received from the Company a duly and validly executed copy of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Parent, that are necessary or appropriate to evidence the amendment of the agreements set forth in Schedule 6.2(p) to this Agreement. (q) Joinder Agreements. Parent shall have received a Joinder Agreement in substantially the form attached hereto as Exhibit E executed by a sufficient number of Company Securityholders such that holders of at least 90% of the shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (or issuable upon the conversion of Company Preferred Stock) have executed a Joinder Agreement. (r) Financials. Parent shall have received the Financials in form and substance acceptable to Parent, including an unqualified opinion by the Company’s independent auditors. (s) Investment Representation Letters. Parent shall have received an Investment Representation Letter and Lock-Up Agreement in the form attached hereto as Exhibit F (each, an “ Investment Representation and Lock-Up Agreement ”) executed by certain of the Stockholders and Optionholders that will be entitled to receive shares of Parent Common Stock pursuant to this Agreement, and such Investment Representation Letter and Lock-Up Agreements shall continue to be in full force and effect and no action shall have been taken by any such individual to rescind such Investment Representation Letter and Lock-Up Agreements.

6.3 Conditions to Obligations of the Company. The obligations of the Company and each of the Stockholders to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(a) Representations, Warranties and Covenants. (i) Each of the representations and warranties of Parent and Sub in this Agreement shall be true and correct in all material respects (except for any portion of those representations and warranties that are qualified by materiality, Parent Material Adverse Effect or any similar standard or qualification, which portion shall be true and correct in all respects) on and as of the date of this Agreement and as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of a specified date, in which case as of such date), and (ii) each of Parent and Sub shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by such parties as of the Closing. (b) Certificate of Parent. Company shall have received a certificate, validly executed on behalf of Parent by Peter van Pruissen, Chief Financial Officer of the Parent, for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 6.3 hereof have been satisfied. (c) Certificate of Secretary of Parent. The Company shall have received a certificate, validly executed by the Secretary of Parent, certifying (i) as to the terms and effectiveness of its Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of Parent (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors of Parent) and (iii) that the Stockholders holding requisite shares of capital stock of Parent have approved this Agreement and the consummation of the transactions contemplated hereby. (d) Delivery of Merger Consideration. Parent shall have paid and delivered the amount of Merger Consideration required to be paid and delivered to the Stockholders, Optionholders and Bonus Recipients at the Closing.

ARTICLE VII SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Survival of Representations, Warranties and Covenants. All representations, warranties, agreements, covenants and obligations herein or in the Related Agreements, the Disclosure Schedule or any Exhibit to this Agreement or a Related Agreement or any agreement, instrument, certificate or document specifically required to be delivered under this Agreement or a Related Agreement by any party incident to the transactions contemplated hereby or thereby are material and shall be deemed to have been relied upon by the parties receiving the same. The representations and warranties of the Company contained in this Agreement, the Related Agreements or in any certificate or other instruments delivered pursuant to this Agreement or the Related Agreements, shall survive until 11:59 p.m. California time on the twelve (12) month anniversary of the Closing Date (the “ Expiration Date ”), other than (a) the representations and warranties of the Company contained in Sections 2.1 ( Organization of the Company ), 2.1 ( Company Capital Structure ), 2.3 ( Authority ) and Section 2.11 ( Tax Matters ) hereof

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(together, the “ Fundamental Representations ”), which shall survive until the expiration of the statute of limitations applicable to the subject matter thereof and (b) the representations and warranties of the Company contained in Section 2.29 ( Website Traffic ), which shall survive until thirty (30) days after the Closing Date. The date until which any representation or warranty survives shall be referred to as the “ Survival Date ” for such representation or warranty. Notwithstanding anything in this Section 7.1 to the contrary, (i) if, at any time prior to 11:59 p.m. California time on the applicable Survival Date, an Officer’s Certificate (as defined in Section 7.5(b) ) is delivered alleging Losses and a claim for recovery under Section 7.5(b) , then the claim asserted in such notice shall survive the applicable Survival Date until such claim is fully and finally resolved and (ii) claims relating to fraud, intentional misrepresentation or willful breach shall survive indefinitely. The representations and warranties of Parent and Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing. All covenants and agreements contained in this Agreement, the Related Agreements or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the Closing and shall continue to remain in full force and effect in perpetuity after the Closing Date, unless they terminate earlier in accordance with their express terms. The indemnity in Section 7.2(e) shall survive until the expiration of the statute of limitations applicable to the subject matter thereof.

7.2 Indemnification by Holdback Participants, Optionholders and Bonus Recipients. Each of the Holdback Participants, Optionholders and Bonus Recipients shall, severally and not jointly, indemnify and hold Parent and its officers, directors, and affiliates, including the Surviving Corporation (the “ Parent Indemnified Parties ”), harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable accounting and auditors’ fees, attorneys’ fees and expenses of investigation and defense, interest, fines, penalties and diminution in value (hereinafter individually a “ Loss ” and collectively “ Losses ”) paid, incurred, sustained or properly accrued by the Parent Indemnified Parties, or any of them (including the Surviving Corporation), directly or indirectly, as a result of, with respect to or in connection with any breach or inaccuracy of any representation or warranty of the Company contained in this Agreement, the Related Agreements or in any certificate or other instruments delivered by or on behalf of the Company pursuant to this Agreement or the Related Agreements, (b) any failure by the Company to perform, fulfill or comply with any covenant or obligation applicable to it contained in this Agreement, the Related Agreements or in any certificate or other instruments delivered pursuant to this Agreement or the Related Agreements, (c) any Excess Third Party Expenses and/or Debt, (d) any Dissenting Share Payments, (e) Pre-Closing Taxes, or (f) any claim of breach of fiduciary duties in connection with the transactions contemplated by this Agreement or any Related Agreement. The Holdback Participants, Optionholders and Bonus Recipients shall not have any right of contribution, indemnification or right of advancement from the Surviving Corporation or Parent with respect to any Loss claimed by an Indemnified Party. In connection with any exercise by any Indemnified Party of its indemnification rights under this Article VII , it shall be entitled to make all claims for indemnification through, and deal exclusively with, the Securityholder Representative. Materiality, Material Adverse Effect or similar qualifications in any representation, warranty, covenant or agreement shall only be taken into account in determining whether a breach of or default in connection with such representation, warranty, covenant or agreement exists, and shall not be taken into account in determining the amount of any Losses with respect to any such breach of or default in connection with such representation, warranty, covenant or agreement.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

7.3 Indemnification by Parent. Subject to the provisions of this Article VII , Parent hereby agrees, from and after the Closing, to indemnify, defend and hold the Holdback Participants, Optionholders and Bonus Recipients and their respective directors, officers and affiliates (collectively the “ Seller Indemnified Parties ”) against, and pay to the applicable Seller Indemnified Parties the amount of, any Losses arising from: the inaccuracy in or breach when made of any representations or warranties made by Parent in this Agreement and the non-fulfillment or breach of any covenant on the part of Parent.

7.4 Holdback Arrangement. (a) Holdback Fund. Promptly after the Effective Time, Parent shall withhold from the Merger Consideration a number of shares of Parent Common Stock equal to the Initial Holdback Share Number. Such holdback fund (the “ Holdback Fund ”) shall be governed solely by the terms set forth herein. The Holdback Fund shall be partial security for the indemnity obligations provided for in this Article VII Section 7.2 hereof and for any claims by an Indemnified Party arising out of this Agreement or the Related Agreements and the transactions contemplated herein and therein, and the Holdback Fund shall be available to compensate the Parent Indemnified Parties for any claims by such parties for any Losses paid, suffered, incurred or properly accrued by them and for which they are entitled to recovery. Interests in the Holdback Fund shall be nontransferable. No shares of Parent Common Stock held in the Holdback Fund or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of law, by any Holdback Participant or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such Holdback Participant, prior to the delivery to such Holdback Participant of such Holdback Participant’s portion of the Holdback Fund as provided herein. Except for dividends paid in stock declared with respect to the shares of Parent Common Stock held in the Holdback Fund, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the shares of Parent Common Stock held in the Holdback Fund shall become and be deemed to be part of the Holdback Fund. Each Holdback Participant will have voting rights with respect to the shares of Parent Common Stock held in the Holdback Fund with respect to such Holdback Participant so long as such shares are held in the Holdback Fund. Except as set forth herein, while the shares of Parent Common Stock held in the Holdback Fund remain in Parent’s possession pursuant to this Agreement, the Holdback Participants will retain and will be able to exercise all other incidents of ownership of such shares. Parent is hereby granted the power to effect any transfer of shares of Parent Common Stock that comprises part of the Holdback Fund and that is contemplated by or in accordance with this Agreement, subject to the terms and conditions set forth in this Agreement. For the purpose of compensating the Parent Indemnified Parties for their Losses pursuant to and in accordance with this Article VII , shares of Parent Common Stock in the Holdback Fund shall be valued on a per share basis at the Holdback Per Share (Cash) Value. Any Losses satisfied out of the Holdback Fund shall be borne proportionally by the Holdback Participants in proportion to each such Holdback Participant’s Pro Rata Portion. (b) Holdback Period; Distribution upon Termination of Holdback Period. Subject to the other provisions set forth in this Article VII , the Holdback Fund shall be in existence immediately following the Effective Time and shall terminate, (i) with respect to 50% of the Holdback Fund, at 11:59 p.m. California time on the date that is the six (6)-month anniversary of the Closing Date, and (ii) with respect to the other 50% of the Holdback Fund, at

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

11:59 p.m. California time on the Expiration Date (the “ Holdback Period ”); provided , however , that the Holdback Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, is or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to Parent and the Securityholder Representative prior to 11:59 p.m. California time on the Expiration Date. As soon as Parent receives written notice that any such claims have been resolved in accordance with Section 7.5(d) , Parent shall deliver the remaining portion of the Holdback Fund not required to satisfy such claims to the Holdback Participants pursuant to Section 1.6 hereof.

7.5 Indemnification Claims. (a) Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a) , an Indemnified Party may not recover any Losses under clause (a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying Losses under Section 7.2 in excess of $100,000 in the aggregate (the “ Threshold Amount ”) has or have been delivered to the Securityholder Representative and Parent as provided in Section 7.5(b) hereof, in which case the Parent Indemnified Parties shall be entitled to recover all Losses in excess of the Threshold Amount. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to Losses (i) incurred pursuant to clauses (b), (c), (d), (e), and (f) of Section 7.2 , (ii) resulting from any breach of a representation or warranty contained in any Fundamental Representation, or (iii) related to any fraud, intentional misrepresentation or willful breach. (b) Claims for Indemnification. (i) In order to seek indemnification under Section 7.2(a) , Parent shall deliver an Officer’s Certificate to be received by the Securityholder Representative and, if such claim involves a claim against the Holdback Fund, Parent at any time on or before 11:59 p.m. California time on the Expiration Date; provided , however , Parent may seek indemnification for a breach or inaccuracy of a representation and warranty of the Company contained in (1) any Fundamental Representation following the Expiration Date by delivering an Officer’s Certificate to the Securityholder Representative on or before the expiration of the applicable Survival Date. In addition, the Parent Indemnified Parties may seek indemnification for or with respect to the matters set forth in clauses (b), (c), (d), (e), and (f) of Section 7.2 or for Losses related to any fraud, intentional misrepresentation or willful breach by delivering an Officer’s Certificate to the Securityholder Representative on or before the expiration of the applicable Survival Date. Unless the Securityholder Representative shall have delivered an Objection Notice pursuant to Section 7.5(c) hereof, Parent shall be indemnified by the Holdback Participants, Optionholders and Bonus Recipients for an amount equal to the Loss set forth in such Officer’s Certificate. For the purposes hereof, “ Officer’s Certificate ” shall mean a certificate signed by any officer of Parent: (x) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (y) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other indemnity to which such item is related, but in each case only to the extent such information is reasonably available to Parent as of the date of such Officer’s Certificate.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(ii) If Parent shall deliver an Officer’s Certificate specifying Losses in excess of the then available Holdback Fund (such Losses, the “ Excess Losses ”), such Excess Losses may be satisfied, in Parent’s sole discretion, out of any Shares of Parent Common Stock issuable after the Closing pursuant to Section 1.13 hereof (if any, “ Future Payments ”); provided that Parent may not reduce Future Payments (if any) for such Excess Losses unless and until any of the following: (i) the Holdback Fund has been exhausted as a result of prior Losses incurred by Parent Indemnified Parties or (ii) the Holdback Fund has been distributed to Holdback Participant following the Expiration Date in accordance with this Section 7.4 . (c) Objections to Claims for Indemnification. No payment shall be made under Section 7.5(b) if the Securityholder Representative shall object to the claim made in the Officer’s Certificate in a written statement labeled “Objection Notice” (an “ Objection Notice ”), and such Objection Notice shall have been received by Parent and Parent prior to 11:59 p.m. California time on the thirtieth (30th) day after its receipt of the Officer’s Certificate. If the Securityholder Representative does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate, and payment in respect of such Losses shall thereafter be made in accordance with Section 7.5(b) . (d) Resolution of Conflicts. (i) In case the Securityholder Representative delivers an Objection Notice in accordance with Section 7.5(c) , the Securityholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholder Representative and Parent should so agree, and such claim involves a claim against the Holdback Fund, a memorandum setting forth such agreement shall be prepared and signed by both parties and furnished to Parent. The Parent shall be entitled to rely on any such memorandum and make distributions from the Holdback Fund in accordance with the terms thereof. (ii) At any time following delivery of an Objection Notice by the Securityholder Representative to Parent or in the event of any dispute arising pursuant to this Article VII , either Parent, on the one hand, or the Securityholder Representative, on the other hand, may pursue any and all legal or equitable remedies available to them under applicable Law. (e) Third-Party Claims. In the event Parent becomes aware of a third party claim (a “ Third Party Claim ”) that Parent reasonably believes may result in a demand for indemnification pursuant to this Article VII , Parent shall notify the Securityholder Representative in writing of such claim. If the Third Party Claim may result in a claim against the Holdback Fund, the Securityholder Representative, on behalf of the Holdback Participants, Optionholders and Bonus Recipients, shall be entitled, at its expense, to participate in, but not to determine or conduct, the defense of such Third Party Claim; provided , however , that the

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Holdback Participants, Optionholders and Bonus Recipients agree and consent, as a condition of such entitlement of participation, that Parent’s legal counsel in the Third Party Claim shall not be precluded from representing Parent as against the Holdback Participants, Optionholders and Bonus Recipients in the event that the Holdback Participants, Optionholders and Bonus Recipients dispute the fact or amount of Parent’s claim of a Loss related to such matter. Parent shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim; provided , that, Parent shall not consent to an entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Securityholder Representative (which consent is not to be unreasonably withheld, conditioned or delayed).

7.6 Securityholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Peter Lee as its agent and attorney-in-fact, as the Securityholder Representative for and on behalf of the Holdback Participants, Optionholders and Bonus Recipients to take all actions under this Agreement that are to be taken by the Securityholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Article VII , to give and receive notices and communications, to authorize payment to any Indemnified Party from the Holdback Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Holdback Participant, Optionholder or Bonus Recipient or by any such Holdback Participant, Optionholder or Bonus Recipient against any Indemnified Party or any dispute between any Indemnified Party and any such Holdback Participant, Optionholder or Bonus Recipient, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. A vacancy in the position of Securityholder Representative may be filled by the holders of a two-thirds majority in interest of the Holdback Fund. In the event a vacancy in the position of Securityholder Representative exists for fifteen (15) or more days, Parent shall have the right to petition a court of competent jurisdiction to appoint a replacement Securityholder Representative. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall not receive any compensation for its services. Notices or communications to or from the Securityholder Representative shall constitute notice to or from the Holdback Participants, Optionholders and Bonus Recipients. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Stockholder or by operation of Law, whether by the death or incapacity of any Stockholder that is an individual, termination of any trust or estate, the dissolution, liquidation or bankruptcy or any corporation, partnership or other entity or the occurrence of any other event, and any action taken by the Representative shall be as valid as if such death, incapacity, termination, dissolution, liquidation, bankruptcy or other event had not occurred, regardless of whether or not the Representative shall have received any notice thereof.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(b) Until notified in writing by the Securityholder Representative that it has resigned or is otherwise unavailable to serve as Securityholder Representative, Parent and Parent may rely conclusively and act upon the directions, instructions and notices of the Securityholder Representative named above and, thereafter, upon the directions, instructions and notices of any successor named in a writing executed by a two- thirds majority-in-interest of the Holdback Fund filed with Parent. (c) The Company, the Holdback Participants, Optionholders and Bonus Recipients each hereby authorize the Securityholder Representative to: (i) Receive all notices or documents given or to be given to the Holdback Participants, Optionholders and Bonus Recipients pursuant hereto or in connection herewith or therewith and to receive and accept services of legal process in connection with any suit or proceeding arising under this Agreement; (ii) Engage counsel, and such accountants and other advisors and incur such other expenses in connection with this Agreement and the transactions contemplated hereby or thereby as the Securityholder Representative may in its sole discretion deem appropriate; and (iii) Take such action as the Securityholder Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of Parent or Sub contained in this Agreement or in any document delivered by Parent or Sub pursuant hereto; (B) taking such other action as the Securityholder Representative is authorized to take under this Agreement; (C) receiving all documents or certificates and making all determinations, in its capacity as Securityholder Representative, required under this Agreement; and (D) all such actions as may be necessary to carry out any of the transactions contemplated by this Agreement, including the defense and/or settlement of any claims for which indemnification is sought pursuant to this Article VII and any waiver of any obligation of Parent or the Surviving Corporation. (d) The Securityholder Representative shall not be liable for any act done or omitted hereunder as Securityholder Representative while acting in good faith and in the exercise of reasonable judgment. The Holdback Participants, Optionholders and Bonus Recipients shall indemnify the Securityholder Representative and hold the Securityholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Representative and arising out of or in connection with the acceptance or administration of the Securityholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Representative. A decision, act, consent or instruction of the Securityholder Representative, including an amendment, extension or waiver of this Agreement, shall constitute a decision of the Holdback Participants, Optionholders and Bonus Recipients and shall be final, binding and conclusive upon the Holdback Participants, Optionholders and Bonus Recipients; and Parent may rely upon any such decision, act, consent or instruction of the Securityholder Representative as being the decision, act, consent or instruction of the Holdback Participants, Optionholders and Bonus Recipients. The Parent is hereby relieved from any liability to any person for any decision, act, consent or instruction of the Securityholder Representative.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

7.7 Limitations; Remedy. (a) The following limitations apply to an Indemnified Party’s recovery of Losses: (i) The maximum amount that Parent Indemnified Parties may recover for Losses under clause (a) of Section 7.2 shall be limited to the balance of the Holdback Fund plus ten percent (10%) of the Rollover Options (allocated amongst the Optionholders based on each Optionholder’s Pro Rata Share) plus ten percent (10%) of the Bonus Shares (allocated amongst the Bonus Recipients based on each Bonus Recipient’s Pro Rata Share), provided that the foregoing limitation shall not apply to Losses resulting from any breach of a representation or warranty (i) contained in any Fundamental Representation or Section 2.29 ( Website Traffic ) or (ii) related to any fraud, intentional misrepresentation or willful breach; provided , further that in the case of any Optionholder or Bonus Recipient whose service to Parent or Sub has terminated prior to any indemnity claim, the maximum amount that such Optionholder or Bonus Recipient shall be obligated to indemnify hereunder shall be limited to ten percent (10%) of the vested Rollover Options or vested Bonus Shares, as applicable, held by such Optionholder or Bonus Recipient as of the date of termination of service. (ii) Except as set forth in Section 7.7(b) , with respect to any Holdback Participant, Optionholder or Bonus Recipient, the maximum amount that such Holdback Participant, Optionholder or Bonus Recipient shall be obligated to indemnify the Parent Indemnified Parties for any Losses pursuant to Section 7.2 hereof, including Losses (i) incurred pursuant to clauses (b), (c), (d), (e), and (f) of Section 7.2 , (ii) resulting from any breach of a representation or warranty contained in any Fundamental Representation or Section 2.29 ( Website Traffic ) or (iii) related to any fraud, intentional misrepresentation or willful breach, shall be limited to the portion of the Merger Consideration actually paid or payable to such Holdback Participant, Optionholder or Bonus Recipient pursuant to this Agreement; provided that in the case of any Optionholder or Bonus Recipient whose service to Parent or Sub has terminated prior to any indemnity claim, the maximum amount that such Optionholder or Bonus Recipient shall be obligated to indemnify hereunder shall be limited to the vested Rollover Options or vested Bonus Shares, as applicable, held by such Optionholder or Bonus Recipient as of the date of termination of service. (iii) Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach or other violation of more than one representation, warranty, covenant, agreement, certificate or certification. (iv) The amount of any Losses recoverable under Section 7.2 by the Parent Indemnified Parties shall be reduced by the amount of any Indemnification Tax Benefits (if any) realized by any Indemnified Party or any of its Affiliates in respect of such Losses. For this purpose, a Person shall be deemed to recognize a tax benefit (“ Indemnification Tax Benefit ”) with respect to a taxable year if, and to the extent that, the Person’s liability for Taxes for such taxable year, calculated by excluding any Tax items attributed to the Losses, exceeds the Person’s actual liability for Taxes for such taxable year, calculated by taking into account any Tax items attributed to the Losses.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(b) Except as set forth in Section 7.7(a) , nothing in this Agreement or in the Related Agreements shall limit the liability of any Person in respect of Losses arising out of any fraud, intentional misrepresentation or willful breach on the part of such Person (it is agreed and understood that the Survival Date and the Threshold Amount shall not apply in respect of any such Losses). No Company Securityholder shall be liable for another Company Securityholder’s (i) fraud, intentional misrepresentation or willful breach, or (ii) breach of covenant under the Agreement or Related Agreements.

7.8 Purchase Price Adjustments. Amounts paid to or on behalf of any person as indemnification under this Agreement shall be treated as adjustments to the Merger Consideration for Tax purposes, unless otherwise required by Law.

7.9 Sole Remedy. Following the Closing, the parties agree that, except for the availability of injunctive or other equitable relief and claims relating to fraud, fraud, intentional misrepresentation or willful breach, the rights to indemnification under this Article VII shall be the sole remedy that any Indemnified Party will have in connection with the transactions under this Agreement.

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER

8.1 Termination. Except as provided in this Section 8.1 and Section 8.2 hereof, this Agreement may be terminated and the Merger abandoned at any time prior to the Closing: (a) by unanimous agreement of the Company and Parent; (b) by Parent or the Company if the Closing Date shall not have occurred by April 15, 2016; provided , however , that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by Parent or the Company if: (i) there shall be a final non-appealable order of a federal or state court in effect preventing consummation of the Merger, or (ii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Closing by any Governmental Authority that would make consummation of the Closing illegal; (d) by Parent if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Authority, which would: (i) prohibit Parent’s ownership or operation of any portion of the business of the Company or (ii) compel Parent or the Company to dispose of or hold separate all or any portion of the business or assets of the Company or Parent as a result of the Merger; (e) by Parent if it is not in material breach of its obligations under this Agreement and there has been a breach of any representation, warranty, covenant or agreement of the Company or the Stockholders contained in this Agreement such that the conditions set

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

forth in Section 6.2(a) hereof would not be satisfied and such breach has not been cured within ten (10) calendar days after written notice thereof to the Company and the Securityholder Representative; provided , however , that no cure period shall be required for a breach which by its nature cannot be cured; (f) by Parent if the Company has not delivered evidence of the Sufficient Stockholder Vote in accordance with the DGCL and the Charter Documents to Parent on or prior to 11:59 p.m. California time on the date of this Agreement; or (g) by the Company if none of the Company or the Stockholders is in material breach of their respective obligations under this Agreement and there has been a breach of any representation, warranty, covenant or agreement of Parent contained in this Agreement such that the conditions set forth in Section 6.3(a) hereof would not be satisfied and such breach has not been cured within ten (10) calendar days after written notice thereof to Parent; provided , however , that no cure period shall be required for a breach which by its nature cannot be cured.

8.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, the Company or the Stockholders, or their respective officers, directors or stockholders, if applicable; provided , however , that each party hereto shall remain liable for any breaches of this Agreement prior to its termination; and provided further , however , that, the provisions of Sections 5.4 and 5.5 hereof, Article IX hereof and this Section 8.2 shall remain in full force and effect and survive any termination of this Agreement pursuant to the terms of this Article VIII .

8.3 Amendment. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the party against whom enforcement is sought. For purposes of this Section 8.3 , the Holdback Participants, Optionholders and Bonus Recipients agree that any amendment of this Agreement signed by the Securityholder Representative shall be binding upon and effective against the Holdback Participants, Optionholders and Bonus Recipients whether or not they have signed such amendment.

8.4 Extension; Waiver. Parent, on the one hand, and the Company (before the Closing) or the Securityholder Representative (after the Closing), on the other hand, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations of the other party hereto, (b) waive any inaccuracies in the representations and warranties made by the other party contained herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. For purposes of this Section 8.4 , the Holdback Participants, Optionholders and Bonus Recipients agree that any extension or waiver signed by the Securityholder Representative shall be binding upon and effective against all Holdback Participants, Optionholders and Bonus Recipients whether or not they have signed such extension or waiver.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

ARTICLE IX GENERAL PROVISIONS

9.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or overnight or same-day courier service of national reputation (including U.S. Postal Service overnight delivery), or sent via facsimile (with acknowledgment of complete transmission) or confirmed electronic mail to the parties at the following addresses (or at such other address for a party as shall be specified by like notice); provided , however , that notices sent by mail will not be deemed given until received: (a) if to Parent or Sub, to: FilmOn 338 N Canon Drive Third Floor Penthouse Beverly Hills, CA 90210 Attention: Peter van Pruissen Facsimile No.:(310) 861-1830 with a copy (which shall not constitute notice) to: The Law Offices of Barry K. Rothman 1901 Avenue of the Stars Suite 370 Los Angeles, CA 90067 Attention: Barry K. Rothman Facsimile No.: (310)-557-9080 (b) if to the Company or the Securityholder Representative, to: Peter Lee Baroda Ventures 245 South Beverly Drive Beverly Hills, CA 90212 Attention: Peter Lee Facsimile No.: Email: [email protected]

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

with a copy (which shall not constitute notice) to: LKP Global Law, LLP 1901 Avenue of the Stars, Suite 480 Los Angeles, CA 90067 Attention: Donald S. Lee, Esq. Facsimile No.: (424) 239-1882 Email: [email protected]

Notwithstanding the foregoing, notices addressed to Parent shall be effective only upon receipt. If any notice or document is required to be delivered to Parent and any other person, Parent may assume without inquiry that each notice or document was received by such other person when it is received by Parent.

9.2 Interpretation. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

9.3 Counterparts. This Agreement may be executed and delivered by facsimile or PDF signature in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

9.4 Entire Agreement; Assignment. This Agreement, the Related Agreements, the Exhibits hereto, the Disclosure Schedule, the Confidential Disclosure Agreement, and the documents and instruments and other agreements among the parties hereto referenced herein: (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings both written and oral, among the parties with respect to the subject matter hereof, (b) are not intended to confer upon any other person any rights or remedies hereunder, and (c) shall not be assigned by operation of law or otherwise without the consent of the parties hereto, other than by Parent in connection with a Parent change of control.

9.5 Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

9.6 Other Remedies; Specific Performance. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one

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remedy will not preclude the exercise of any other remedy and nothing in this Agreement shall be deemed a waiver by any party of any right to specific performance or injunctive relief. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity.

9.7 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the Laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

9.8 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Nothing in the Disclosure Schedule hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained herein permitting such disclosure, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only (a) the particular representation or warranty set forth in the corresponding numbered or lettered Section herein permitting such disclosure and (b) any other representation or warranty that is contained in this Agreement to the extent the relevance of such disclosure is reasonably apparent on its face (without any independent knowledge on the part of the reader regarding the matter disclosed or any reference to any underlying document) to such other representation or warranty. The parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant. In addition, each of the parties acknowledges and agrees that any purchase price adjustment as a result of the application of any provision of this Agreement, the Related Agreements or any of the other agreements contemplated hereby or thereby does not prejudice or limit in any respect whatsoever any party’s rights to indemnification under any other provision of this Agreement, the Related Agreements or any other agreements contemplated hereby or thereby, except to the extent that such a recovery would result in a duplication of damages. All references to dollars or “$” shall refer to U.S. dollars unless otherwise indicated.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

IN WITNESS WHEREOF, Parent, Sub, the Company and the Securityholder Representative have caused this Agreement and Plan of Merger to be signed, all as of the date first written above.

OVGUIDE.COM, INC.

By: /s/ Sanjay Reddy Name: Sanjay Reddy Title: CEO

FILMON.TV NETWORKS INC.

By: /s/ Alkiviade David Name: Alkiviades David Title: Chief Executive Officer

OVG ACQUISITION CORPORATION

By: /s/ Alkiviade David Name: Name: Title: Title:

SECURITYHOLDER REPRESENTATIVE

/s/ Peter Lee Name: Peter Lee

[Signature Page to Agreement and Plan of Merger]

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 3.1

CERTIFICATE OF INCORPORATION OF FilmOn.TV Networks Inc.

FIRST: The name of the corporation is: FilmOn.TV Networks Inc.

SECOND: The address of the registered office of the corporation in the State of Delaware is located at: 108 West 13th Street, Wilmington, Delaware 19801 Located in the County of New Castle. The name of the registered agent at that address is: Business Filings Incorporated.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH: The total number of shares of stock which the corporation is authorized to issue is 10,000 shares of common stock having a one dollar $(1.00) par value.

FIFTH: No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however; that the foregoing clause shall not apply to any liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. This Article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the time this Article became effective.

SIXTH: The name and address of the incorporator is Business Filings Incorporated, 8040 Excelsior Dr., Suite 200, Madison, WI 53717.

SEVENTH: The names and addresses of the directors of the corporation are: Alexander Hartman, 342 N Canon Drive, Beverly Hills, California 90210 Alkiviades David, 1141 Summit Drive, Beverly Hills, California 90210 James Beshoff, 2 Holly Court, Tring Road Wendover, Buckinghamshire, HP22 6PE United Kingdom

I, the undersigned, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file, and record this Certificate of Incorporation and do certify that the facts herein are true.

/s/ Mark Williams Business Filings Incorporated, Incorporator Dated: September 22, 2011 Mark Williams, A.V.P.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 3.2

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF FILMON.TV NETWORKS INC.

Under Section 242 of the Delaware General Corporation Law

FilmOn.TV Networks Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”)

DOES HEREBY CERTIFY THAT:

FIRST: By unanimous written consent, in lieu of a meeting, of the Board of Directors of the Corporation, the following resolution was unanimously adopted: RESOLVED, that Article Fourth of the Certificate of Incorporation of the Corporation be, and it hereby is, amended to read in its entirety as follows (the “Amendment”): FOURTH: The total number of shares of stock that the corporation is authorized to issue is One Hundred Million (100,000,000) shares of common stock having a par value of $0.001 per share; that such Amendment is advisable, and that the Board of Directors hereby recommends that the said Amendment be submitted to the stockholders of the Corporation for their approval by written consent in lieu of a meeting.

SECOND: Thereafter, the Amendment was submitted to the stockholders of the Corporation for approval by written consent in lieu of a meeting, and stockholders holding the necessary number of shares entitled to vote thereon as required by the General Corporation Law of the State of Delaware consented in writing to the Amendment.

THIRD: Said Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature page follows immediately]

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by the undersigned, a duly authorized officer of the Corporation, as of this 23rd day of August, 2012.

FilmOn.TV Networks Inc.

By: /s/ Alkiviades David Name: Alkiviades David Title: President

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 3.3

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF FILMON.TV NETWORKS INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware

It is hereby certified that: 1. The name of the corporation is: FilmOn.TV Networks Inc. (the “ Corporation ”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 22, 2011 and a Certificate of Amendment of the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 23, 2012.

2. The amendment to the Certificate of Incorporation of the Corporation effected by this Certificate of Amendment is to reflect a reverse stock split, with a ratio of 0.375:1, of the Corporation’s Common Stock, par value $0.001 per share, so that each one (1) issued and outstanding or treasury share of the Corporation’s Common Stock will become 0.375 of an issued and outstanding or treasury share of the Corporation’s Common Stock.

3. To accomplish the foregoing amendments, the Corporation’s Certificate of Incorporation is hereby amended by striking the article “FOURTH” thereof, so that, as amended, said article “FOURTH” shall read in its entirety, as follows: “ FOURTH: The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 100,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value $0.001 per share (the “ Common Stock ”). The Corporation may issue fractions of a share. The number of authorized shares of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote, irrespective of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

Simultaneously with this Certificate of Amendment to the Corporation’s Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the “ Effective Time ”), each one (1) share of Common Stock of the Corporation issued and outstanding or held as treasury shares immediately prior to the Effective Time (the “ Old Common Stock ”) shall automatically be reclassified and continued, without any action on the part of the holder thereof (the “ Reverse Split ”), as 0.375 of a share of post-Reverse Split Common Stock (the “ New Common Stock ”). The Corporation shall round up any fractional shares of New Common Stock, on account of the Reverse Split, to the nearest whole share of Common Stock.

Each stock certificate that immediately prior to the Effective Time represented shares of the Old Common Stock shall, from and after the Effective Time, be exchanged for a stock certificate that represents that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified; provided however, that the Reverse Split will occur without any further action on the part of the stockholders and without regard to the date or dates on which certificates formerly representing shares of Old Common Stock are physically surrendered. Upon the consummation of the Reverse Split, each certificate formerly representing shares of Old Common Stock, until surrendered and exchanged for a certificate representing shares of New Common Stock will be deemed for all corporate purposes to evidence ownership of the resulting number of shares of New Common Stock.”

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

4. The amendments of the Certificate of Incorporation of the Corporation effected by this Certificate of Amendment were duly authorized by the Board of Directors of the Corporation and the stockholder holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote thereon by written consent in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

5. The foregoing amendments shall be effective as of the time this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, FilmOn.TV Networks Inc. has caused this Certificate of Amendment to be signed by Alkiviades David, its Chairman and Chief Executive Officer, this 10th day of November 2015.

FILMON.TV NETWORKS INC.

By: /s/ Alkiviades David Name: Alkiviades David Title: Chairman and Chief Executive Officer

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 3.4

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

FILMON.TV NETWORKS INC. (a Delaware corporation)

The undersigned, Alkiviades (Alki) David, hereby certifies that: 1. He is the Chairman of the Board and Chief Executive Officer of FilmOn.TV Networks Inc. (the “Corporation”), a Delaware corporation, and is duly authorized by the resolutions adopted and approved by unanimous written consent of the Board of Directors of the Corporation to execute this instrument.

2. This Certificate of Amendment of the Certificate of Incorporation of the Corporation was duly approved by the Corporation’s Board of Directors, and duly adopted by stockholders holding a majority of the outstanding shares of common stock of the Corporation, by written consent on April 7, 2016, in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. Article FIRST of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows: FIRST : The name of the Corporation is: FOTV Media Networks Inc.

4. Article FOURTH of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows: FOURTH : The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is One Hundred Ten Million (110,000,000) shares, divided into two classes of which Ten Million (10,000,000) shares shall be designated Preferred Stock (par value $0.001 per share) and One Hundred Million (100,000,000) shares shall be designated Common Stock (par value $0.001 per share).

The powers, preferences and rights of the shares of Preferred Stock and the shares of Common Stock, and the qualifications, limitations or restrictions thereof are as follows:

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A. Preferred Stock

1. Issuance in Series . The shares of Preferred Stock may be divided and issued in one or more series, and each series shall be so designated as to distinguish the shares of such series from the shares of all other series. All shares of Preferred Stock shall be of equal rank and identical except to the extent that variations in the relative rights, preferences and limitations enumerated in subparagraphs (a) through (h), inclusive, of Section 2 of Paragraph A may be fixed and determined by the Board Directors between series hereafter established; and each share of a series shall be of equal rank and identical in all respects with the other shares of such series.

2. Authority of the Board with Respect to Series . Authority is hereby expressly granted to the Board of Directors, subject to the provisions of this Article Fourth, to establish and designate one or more series of Preferred Stock, and with respect to each such series, to fix and determine the following relative rights, preferences and limitations as to which there may be variations between the series so established: (a) the distinctive designation of such series and the number of shares which shall constitute such series which number may be increased (except as otherwise provided by the Board of Directors) or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors;

(b) the annual rate of dividends payable on shares of such series, the date or dates when such dividends shall be payable and the date or dates, if any, from which such dividends shall accrue and be cumulative;

(d) the amount payable on shares of such series in the event of any liquidation, dissolution or winding-up of the affairs of the Corporation;

(e) if the shares of such series are to be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of shares of such series, the amount of the fund and the manner of its application, including the price or prices at which the shares may be redeemed or purchased through the application of the fund;

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(f) if the shares of such series are to be convertible into or exchangeable for shares of Common Stock or shares of any other series of Preferred Stock, the conversion price or prices or the rate or rates of exchange and the terms and conditions of such conversion or exchange;

(g) the voting rights, if any, of such series, in addition to the voting rights provided in Section 5 of this Paragraph A; and

(h) such other relative rights, preferences and limitations of shares of such series as the Board of Directors may deem advisable that are not inconsistent with the provisions of the Certificate of Incorporation and are permitted by law.

3. Dividends .

(a) The holders of shares of Preferred Stock of each series shall be entitled to receive, out of the assets of the Corporation which are legally available therefor, cash dividends at the rate per annum fixed by the Board of Directors for such series, and no more, payable at such time or times (and cumulative from such date or dates) as shall be fixed by the Board of Directors in the resolution establishing such series. Such dividends shall be cumulative or non-cumulative as shall be fixed by the Board of Directors in the resolution establishing such series. If shares of Preferred Stock of more than one series are outstanding, and the stated dividends are not paid in full, the shares of all series shall share ratably in the payment of dividends (including accumulations, if any), in accordance with the sum which would be payable on such shares if all dividends were declared and paid in full. In the event the holders of shares of any series of Preferred Stock shall be entitled to cumulative cash dividends, such dividends shall commence to accrue and shall be cumulative from the dividend payment date as of which cash dividends shall have been paid next preceding the date of issue thereof, unless the date of issue thereof is a dividend payment date as of which cash dividends shall have been paid, in which case dividends shall accrue and shall be cumulative from such dividend payment date, or unless the date of issue thereof is prior to the first dividend payment date, in which case dividends shall commence to accrue and shall be cumulative from the date of issue thereof.

(b) If dividends shall not have been paid or declared and set apart for payment upon all outstanding shares of cumulative Preferred Stock of any series, such deficiency shall be cumulative in full and thereby accumulate. Accumulated dividends on the shares of Preferred Stock shall not bear interest. No

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

to any holder to whom the Corporation has failed to mail such notice or whose notice was defective. Any notice which was mailed in the manner herein provided shall be conclusively presumed to be duly given whether or not the holder receives the notice.

(c) At any time on or after notice of redemption has been duly given as provided above, the Corporation may deposit the aggregate redemption price in trust with a bank or trust company named in such notice, doing business in the United States, and having a capital surplus and undivided profits aggregating at least $100,000,000 for payment on or before the date fixed for redemption in respect of the shares called for redemption. Such deposit of funds shall not relieve the Corporation of its obligation to pay the redemption price when due if, for any reason, such bank or trust company shall not make such payment of the redemption price. Any interest accrued on funds which are so deposited shall be paid to the Corporation from time to time, and the holders of shares to be redeemed shall have no claim to any such interest. Any funds so deposited and unclaimed the end of three years from the date fixed for redemption shall be repaid to the Corporation after which the holders of the shares so called for redemption shall look only to the Corporation for payment of the amounts to which they are entitled under this Section 4.

(d) If notice of redemption shall have been duly given as provided above, upon the deposit of the aggregate redemption price in trust in accordance with subparagraph (c) of this Section 4, or if no such deposit is made, on and after the date fixed for redemption (unless the Corporation shall be in default in making payment of the redemption price) (i) all shares so called for redemption shall be deemed no longer outstanding; (ii) all rights with respect to such shares, including, but not limited to, the right to receive dividends thereon which have not accrued, shall cease and terminate notwithstanding that any certificate for such shares so called for redemption shall not have been surrendered for redemption; and (iii) the holders of such shares so called for redemption shall cease to be stockholders in respect thereof and shall have no interest or claim against the Corporation except the right to receive the redemption price, without interest, upon surrender of their certificates for cancellation.

5. Voting Rights . Except as otherwise fixed and determined by the Board of Directors in any resolution providing for the issuance of any series of Preferred Stock or as otherwise provided herein or required by law, the holders of shares of Preferred Stock shall not be entitled to vote at any annual or

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

B. Common Stock

1. Dividends . Subject to the preferential rights of the Preferred Stock, the holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property, or in shares of Common Stock.

2. Voting Rights . At every annual or special meeting of stockholders of the Corporation, every holder of Common Stock shall be entitled to one vote, in person or by proxy, for each share of Common Stock standing in his name on the books of the Corporation in the election of directors and upon all other matters.

3. Dissolution, Liquidation or Winding-Up . In the event of any dissolution, liquidation or winding-up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and of the amounts to which the holders of all outstanding shares of Preferred Stock shall be entitled, the holders of all outstanding shares of Common Stock shall be entitled to share ratably in the remaining net assets of the Corporation.

5. This Amendment of the Certificate of Incorporation of the Corporation has been duly executed in accordance with Section 103 of the General Corporation Law of the State of Delaware.

6. This Amendment of the Certificate of Incorporation of the Corporation shall be effective upon filing.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed this 7 th day of April 2016.

By: /s/ Alkiviades (Alki) David Name: Alkiviades (Alki) David Title: Chairman of the Board & Chief Executive Officer

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 3.5

CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND OTHER RIGHTS AND QUALIFICATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

FOTV MEDIA NETWORKS INC. , a corporation organized and existing under the Delaware General Corporation Law (the “ Corporation ”), hereby certifies that the following resolution was adopted by the Board of Directors (the “ Board ”) of the Corporation on April 11, 2016, pursuant to the authority of the Board as required by Section 151 of the General Corporation Law of the State of Delaware:

RESOLVED , that, in connection with the Subscription Agreement, pursuant to authority vested in the Board of Directors, the Board of Directors deems it desirable and in the best interests of the Corporation to create a series of 600,000 shares of preferred stock to be designated as “Series A Convertible Preferred Stock” providing for the preferences and rights set forth in the Certificate of Designation; and that this Board of Directors is authorized to cause the Certificate of Designation to be executed and filed with the Delaware Secretary of State.

The Corporation hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof as follows:

A. Series A Convertible Preferred Stock

(1) Certain Definitions . For purposes of this Section A, the terms set forth below shall have the corresponding meanings provided below. (a) “ Affiliate ” shall mean, with respect to any specified Person, (a) if such Person is an individual, the spouse, heirs, executors, or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (b) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument. (b) “ Business Day ” shall mean any day on which banks located in Los Angeles, California are not required or authorized by law to remain closed. (c) “ Common Stock ” shall mean the Common Stock, par value $0.001 per share, of the Corporation. (d) “ Conversion Price ” shall have the meaning set forth in Section A(7) of this Article FOURTH.

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(e) “ Converted Stock ” shall mean the Common Stock issued in respect of the conversion of Series A Stock or as a dividend or distribution thereon. (f) “ Holder ” shall mean a Person who is the lawful holder of issued and outstanding shares of Series A Stock. (g) “ IPO ” shall mean an underwritten initial public offering of Common Stock pursuant to a registration statement publicly filed in accordance with the requirements of the Securities Act. (h) “ Junior Securities ” shall mean securities of the Corporation ranking subordinate to the Series A Stock with respect to the right to receive distributions of the assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation. (i) “ Parity Securities ” shall mean securities of the Corporation ranking on a parity with the Series A Stock with respect to the right to receive distributions of the assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation, the authorization or issuance of which are approved by the Holders of Series A Stock as required by Section A(6) of this Article FOURTH. (j) “ Person ” shall mean an individual, entity, corporation, partnership, association, limited liability Corporation, limited liability partnership, joint-stock Corporation, trust or unincorporated organization. (k) “ Securities Act ” shall mean the Securities Act of 1933, as amended. (l) “ Senior Securities ” shall mean securities of the Corporation ranking senior to the Series A Stock with respect to the right to receive distributions of the assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation, the authorization or issuance of which are approved by the Holders of Series A Stock as required by Section A(6) of this Article FOURTH. (m) “ Series A Stock ” shall have the meaning set forth in Section A(2) of this Article FOURTH. (n) “ Subsidiary ” shall mean any Person that is, directly, or indirectly through one or more intermediaries, controlled by the Company. As used in this definition, “control” shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument. (o) “ Transfer ” shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(2) Number and Designation . The designation of the series of Preferred Stock, par value $0.001 per share, authorized hereunder shall be “Series A Convertible Preferred Stock” (the “ Series A Stock ”). The number of shares of Series A Stock authorized hereby shall be 600,000 shares.

(3) Dividends . (a) Holders of Series A Stock shall be entitled to receive ratably dividends payable in cash, in stock or otherwise, as and when declared by the Board of Directors out of assets legally available therefor, subject to any preferential rights of any of the Corporation’s outstanding securities. (b) Notwithstanding anything to the contrary in this Section A(3), no dividends accrued but not paid prior to a voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, or an event of the type described in Section A(4)(b) of this Article FOURTH, shall be payable on the Series A Stock.

(4) Liquidation . (a) In the event of a voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, each Holder shall, to the extent permitted by law and subject to the rights of holders of Senior Securities, be entitled to receive, pari passu with the holders of any Parity Securities and prior and in preference to any distribution to holders of Junior Securities, out of the assets and funds of the Corporation an amount per share of Series A Stock equal to the sum of (i) the purchase price of such shares of Series A Stock plus (ii) subject to the provisions of Section A(3)(b) of this Article FOURTH, all accrued by unpaid dividends on such share, if any. If, upon any liquidation, dissolution or winding-up of the affairs of the Corporation, the assets and funds of the Corporation shall be insufficient to permit the payment in full to such Holders of Series A Stock, such Holders shall share ratably with the holders of any Parity Securities in the distribution of the Corporation’s entire assets and funds legally available for distribution in proportion to the full amounts to which they would otherwise be respectively entitled. If such payment shall have been made in full to the Holders, the remaining assets and funds of the Corporation shall be distributed ratably among the holders of the Common Stock and all other classes of Junior Securities, according to their respective rights and preferences. (b) The consolidation or merger of the Corporation as a result of which the shareholders of the Corporation immediately prior to such transaction (or series of transactions) hold less than 50% of the voting power or issued and outstanding share capital of the surviving entity, or the sale, lease or conveyance of all or substantially all of its assets, shall be deemed a liquidation of the Corporation within the meaning of this Section A(4). (c) In any such events, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors or, at the option of a majority in interest of the Series A Stock, by a nationally recognized investment banking firm reasonably acceptable to the Corporation. The costs and expenses of a investment bank valuation pursuant to this Section A(4)(c) shall be borne by the Corporation; provided that if such valuation concludes that the value of the consideration in question is within

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

10% or less of the value of such consideration as determined by the Board of Directors, the costs and expenses of such valuation shall be borne by the holders of Series A Stock requesting the same (such costs and expenses to be allocated among such holders on a pro rata basis in accordance with their ownership of Series A Stock). (d) The Corporation shall give each Holder written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also promptly notify such Holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the’ impending transaction and the provisions of this Section A(4), and the Corporation shall thereafter give such Holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein. The time periods referred to in this subsection (d) may be shortened upon the written consent of the Holders of the Series A Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Series A Stock. (e) Notwithstanding the provisions of this Section A(4)(a), if, upon a liquidation, dissolution or winding up of the Corporation the amount of assets of the Corporation which would be received by the Holders of Series A Stock had all of such Holders converted into Common Stock pursuant to the terms hereof would be greater than the amount of assets which would be distributed among the Holders of the Series A Stock pursuant to Section A(4)(a), then, such Holders shall receive, pro rata among the Holders, such greater amount.

(5) Voting Rights . (a) The Holder of each share of the Series A Stock shall have the right to one vote for each share of Common Stock into which such Series A Stock could then be converted, and with respect to such vote, such Holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation as if a holder of Common Stock, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of the Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

(6) Protective Provisions . So long as any shares of Series A Stock are outstanding, the Corporation shall not, and it shall not permit any Subsidiary to, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least 66-2/3% of the then outstanding shares of Series A Stock, voting as a separate class:

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(a) alter, change or amend the relative rights or preferences of the Series A Stock, create a new class or series of Senior Securities or Parity Securities, or alter, change or amend the rights or preferences of any existing class of equity securities so that they become Senior Securities or Parity Securities; and (b) increase or decrease (other than by conversion pursuant to Section A of this Article FOURTH) the total number of authorized shares of Series A Stock.

(7) Automatic Conversion . All outstanding shares of Series A Stock shall be converted automatically into the number of fully paid and nonassessable shares of Common Stock into which shares of Series A Stock are then convertible pursuant to this Section A of this Article FOURTH, without any action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, upon the closing of the IPO. Each share of the Series A Stock is convertible into the number of shares of Converted Stock obtained by dividing the purchase price of such share of Series A Stock by the Conversion Price (as hereinafter defined). The per share Conversion Price of the Series A Shares (the “ Conversion Price ”) has initially been set at 80% of the per share price of the Common Stock offered in the IPO, and is subject to the terms of Section A(8) below. The Corporation shall give five (5) Business Days’ prior written notice to all Holders of its intention to consummate an IPO. As soon as practicable after the occurrence of an automatic conversion, the Corporation shall issue and deliver or cause to be issued and delivered a certificate or certificates for the number of full shares of Converted Stock issuable upon the conversion of shares of Series A Stock pursuant to this Section A(7), in exchange for the certificates representing shares of Series A Stock (or an affidavit of loss mutilation or destruction, together with an undertaking to provide customary indemnification to the Corporation in respect thereof).

(8) Anti-Dilution Rights . If at any time prior to the first anniversary of the closing of the IPO, the Corporation issues any shares of Common Stock, Preferred Stock, stock options, warrants or convertible securities at a price per share less than the purchase price of such share of Series A Stock, as adjusted to account for stock splits or combinations, in-kind dividends or similar dilutive events, to Persons other than subscribers in the Corporation’s April 2016 private placement (a “ Dilutive Issuance ”), then the Corporation shall issue to each such subscriber such number of additional shares of Series A Stock that is equal to the difference between the Conversion Price and the Dilutive Issuance price, multiplied by the number of shares of Series A Stock subscribed for by such subscriber in the private placement and divided by the Conversion Price. Notwithstanding the foregoing, no adjustments shall be made to the a subscriber’s Converted Stock issuance with respect to any issuances of shares of Common Stock or other securities of the Corporation to employees, officers or directors as incentive compensation or in connection with the Corporation’s acquisition of any other entity, up to 10% of the fully-diluted amount of shares of outstanding Common Stock immediately following the closing of such acquisition.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designations this 11th day of April 2016.

FOTV MEDIA NETWORKS INC.

By: /s/ Alkiviades David Name: Alkiviades David Title: Chairman and Chief Executive Officer

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 3.6

Adopted on September 23, 2011 Pursuant to Action of the Board of Directors

BYLAWS

FILMON.TV NETWORKS INC. a Delaware corporation

ARTICLE I

STOCKHOLDERS

SECTION 1.1. Annual Meetings . An annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting may be held at such place, within or without the State of Delaware, as may be designated by or in the manner provided in the Certificate of Incorporation or the Bylaws, or if not so designated, as the Board of Directors may from time to time determine. If pursuant to the Certificate of Incorporation or the Bylaws, the Board of Directors is authorized to determine the place of a meeting of stockholders, the Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication. If such means are authorized, the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is, in fact, a stockholder or proxyholder. The Corporation shall also implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings. If a stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

SECTION 1.2. Special Meetings . A special meeting of stockholders may be called at any time by a majority of the directors or the President and shall be called by any of them or by the Secretary upon receipt of a written request to do so specifying the matter or matters, appropriate for action at such a meeting, proposed to be presented at the meeting and signed by holders of record of 50% of the shares of stock that would be entitled to be voted on such matter or matters if the meeting were held on the day such request is received and the record date for such meeting were the close of business on the preceding day. Any such meeting shall be held at such time and at such place, within or without the State of Delaware, as shall be determined by the body or person calling such meeting and as shall be stated in the notice of such meeting.

SECTION 1.3. Notice of Meeting; Notice to Stockholders . For each meeting of stockholders, written notice shall be given stating the place, if any, date and hour, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and may vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided by Delaware law, the written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Any notice given to a stockholder under any provision of the DGCL, the Certificate of Incorporation or Bylaws shall be effective if given by a form of electronic transmission consented to by such stockholder. Any such consent shall be revocable by a stockholder by written notice to the Corporation and shall be deemed revoked under the circumstances described in the DGCL. Notice given to stockholders by electronic transmission shall be given as provided in the DGCL.

SECTION 1.4. Quorum . Except as otherwise required by the DGCL or the Certificate of Incorporation, the holders of record of a majority of the shares of stock entitled to be voted present in person or represented by proxy at a meeting shall constitute a quorum, for the transaction of business at the meeting, but in the absence of a quorum the holders of record present or represented by proxy at such meeting may vote to adjourn the meeting from time to time, without notice other than announcement at the meeting, unless otherwise provided in the DGCL or Bylaws, until a quorum is obtained.

SECTION 1.5. Chairman and Secretary at Meeting . At each meeting of stockholders, a person designated by a majority of the Board of Directors, shall preside as chairman of the meeting; if no person is so designated, then the meeting shall choose a chairman by plurality vote. The Secretary, or in such person’s absence, a person designated by the chairman of the meeting, shall act as secretary of the meeting.

SECTION 1.6. Voting; Proxies . Except as otherwise provided by the DGCL or the Certificate of Incorporation: (a) Each stockholder shall at every meeting of the stockholders be entitled to one vote for each share of capital stock held by such stockholder.

(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the stockholder.

(d) Each matter, other than election of directors, properly presented to any meeting, shall be decided by a majority of the votes cast on the matter.

(e) Unless otherwise provided in the Certificate of Incorporation, all elections of directors shall be by written ballot. Voting on all other matters need not be by written ballot unless ordered by the chairman of the meeting or if so requested by any stockholder present or represented by proxy at the meeting and entitled to vote on such matter.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(f) If authorized by the Board of Directors, the requirement of a written ballot may be satisfied by a ballot submitted by electronic submission, accompanied by the information specified in the DGCL.

SECTION 1.7. Adjourned Meetings . A meeting of stockholders may be adjourned to another time or place. Unless the Board of Directors fixes a new record date, stockholders of record for an adjourned meeting shall be as originally determined for the meeting from which the adjournment was taken. Except as provided in the next succeeding sentence, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. At the adjourned meeting at which there shall be present or represented the holders of record of the requisite number of shares, any business may be transacted that might have been transacted at the meeting as originally called.

SECTION 1.8. Consent of Stockholders in Lieu of Meeting . Any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. A telegram, cablegram or other electronic transmission consenting to action shall be deemed to be written, signed and dated provided that it sets forth or is delivered with information from which the Corporation can determine that it was transmitted by the stockholder, proxyholder or by a person authorized to act for the stockholder or proxyholder and the date on which it was transmitted. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until there shall have been compliance with applicable provisions of the DGCL. Notice of the taking of such action shall be given promptly to each stockholder that did not consent thereto in writing to the extent such notice is required by the provisions of the DGCL.

SECTION 1.9. List of Stockholders Entitled to Vote . At least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be prepared. Such list shall be open to the examination of any stockholder (as defined in Section 220 of the DGCL or any successor statute) for any proper purpose, for a period of at least 10 days prior to the meeting, (a) on a reasonably accessible electronic network, provided that the information required to gain access to the list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, such list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

SECTION 1.10. Fixing of Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

ARTICLE II

DIRECTORS

SECTION 2.1. Number; Term of Office; Qualifications; Vacancies . The number of the directors constituting the entire Board of Directors shall be the number, not less than one nor more than 15, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies; provided, however, that no decrease shall shorten the term of an incumbent director. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be two (2). Directors shall be elected at the annual meeting of stockholders to hold office, subject to Sections 2.2 and 2.3, until the next annual meeting of stockholders and until their respective successors are elected and qualify. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, and the directors so chosen shall hold office, subject to Sections 2.2 and 2.3, until the next annual meeting of stockholders and until their respective successors are elected and qualify.

SECTION 2.2. Resignation . Any director of the Corporation may resign at any time by giving written notice or by electronic transmission, as defined in the DGCL, of such resignation to the Board of Directors or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Directors or the Secretary; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board of Directors effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in these Bylaws in the filling of other vacancies.

SECTION 2.3. Removal . Subject to the provisions of the DGCL, any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the shares entitled to vote at an election of directors.

SECTION 2.4. Regular and Annual Meetings; Notice . Regular meetings of the Board of Directors shall be held at such time and at such place, within or without the State of Delaware, as the Board of Directors may from time to time prescribe. No notice need be given of any regular meeting, and a notice, if given, need not specify the purposes thereof. A meeting of the Board of Directors may be held without notice immediately after an annual meeting of stockholders at the same place as that at which such meeting was held.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

SECTION 2.5. Special Meetings; Notice . A special meeting of the Board of Directors may be called at any time by the Board of Directors or the President and shall be called by any one of them or by the Secretary upon receipt of a written request to do so specifying the matter or matters, appropriate for action at such a meeting, proposed to be presented at the meeting and signed by at least two directors. Any such meeting shall be held at such time and at such place, within or without the State of Delaware, as shall be determined by the body or person calling such meeting. Notice of such meeting stating the time and place thereof shall be given (a) by deposit of the notice in the United States mail, first class, postage prepaid, or its equivalent, as applicable, at least three days before the day fixed for the meeting addressed to each director at such person’s address as it appears on the Corporation’s records or at such other address as the director may have furnished the Corporation for that purpose, or (b) by delivery of the notice similarly addressed for dispatch by facsimile, telegraph or e-mail or by delivery of the notice by telephone or in person, in each case at least 24 hours before the time fixed for the meeting.

SECTION 2.6. Presiding Officer and Secretary at Meetings . Each meeting of the Board of Directors shall be presided over by such member of the Board of Directors as shall be chosen at the meeting. The Secretary, or in such person’s absence, an Assistant Secretary, shall act as secretary of the meeting, or if no such officer is present, a secretary of the meeting shall be designated by the person presiding over the meeting.

SECTION 2.7. Quorum . A majority of the directors then in office shall constitute a quorum for the transaction of business, but in the absence of a quorum a majority of those present (or if only one be present, then that one) may adjourn the meeting, without notice other than announcement at the meeting, until such time as a quorum is present. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 2.8. Meeting by Telephone . Unless otherwise restricted by the Certificate of Incorporation or Bylaws, members of the Board of Directors or of any committee thereof may participate in meetings of the Board of Directors or of such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 2.9. Action Without Meeting . Unless otherwise restricted by the Certificate of Incorporation or Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings are filed with the minutes of proceedings of the Board of Directors or of such committee. Such electronic transmission or transmissions filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if such minutes are maintained in electronic form.

SECTION 2.10. Committees of the Board . The Board of Directors may, by resolution passed by the Board of Directors, designate one or more other committees, each such committee to have such name and to consist of one or more directors as the Board of Directors may from time to time determine. Any such committee, to the extent provided in such resolution or resolutions, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, but no such committee shall have such power or authority in reference to (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (b) adopting, amending or repealing any Bylaw. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

SECTION 2.11. Compensation . No director shall receive any stated salary for such person’s services as a director or as a member of a committee but shall receive such sum, if any, as may from time to time be fixed by the Board of Directors.

ARTICLE III

OFFICERS

SECTION 3.1. Election; Qualification . The officers of the Corporation shall consist of a Chairman of the Board, a Chief Executive Officer (also known as the President), a Chief Financial Officer (also known as the Treasurer) and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may elect one or more Vice Presidents, or Controller, one or more Assistant Secretaries, one or more Assistant Treasurers, one or more Assistant Controllers and such other officers as it may from time to time determine. The Board of Directors shall also determine which of the officers shall hold the offices of Chief Operating Officer and Chief Administrative Officer, if any, and such other offices the Board of Directors may determine from time to time. Any officer may, but is not required to, be a director of the Corporation. Two or more offices may be held by the same person.

SECTION 3.2. Term of Office . Each officer shall hold office from the time of such person’s election and qualification to the time at which such person’s successor is elected and qualified, unless he shall die or resign or shall be removed pursuant to Section 3.4 at any time sooner.

SECTION 3.3. Resignation . Any officer of the Corporation may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Directors or one of the above-named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.4. Removal . Any officer may be removed at any time, with or without cause, by the vote of the Board of Directors.

SECTION 3.5. Vacancies . Any vacancy, however caused, in any office of the Corporation may be filled by the Board of Directors.

SECTION 3.6. Compensation . The compensation of each officer shall be such as the Board of Directors may from time to time determine.

SECTION 3.7. Duties of Officers . Officers of the Corporation shall, unless otherwise determined by the Board of Directors, have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may be set forth in the Bylaws or as may from time to time be specifically conferred or imposed by the Board of Directors.

ARTICLE IV

CAPITAL STOCK

SECTION 4.1. Stock Certificates . Notwithstanding any other provision in these By-Laws, any or all classes and series of shares of the corporation, or any part thereof, may be represented by uncertificated shares, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the corporation (or the transfer agent or registrar, as the case may be). The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class or series shall be identical. If certificates for the shares of the corporation are issued, each will be in such form as shall be determined by the Board of Directors. Each holder of stock of the Corporation, upon written request to the transfer agent or registrar of the Corporation, shall be entitled to a stock certificate in such form as may from time to time be prescribed by the Board of Directors. Each such certificate shall be signed by or in the name of the Corporation by the Chairman of the Board, or the Chief Executive Officer, or the President, or a Vice President and by the Chief Financial Officer, or the Treasurer or the Secretary, or an Assistant Treasurer or an Assistant Secretary. Any or all of the signatures appearing on such certificate or certificates may be a facsimile. If any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

SECTION 4.2. Transfer of Stock . Shares of stock shall be transferable on the books of the Corporation pursuant to applicable law and such rules and regulations as the Board of Directors shall from time to time prescribe.

SECTION 4.3. Redemption of Stock . Any stock of any class or series may be made subject to redemption by the Corporation at its option or at the option of the holders of such stock upon the happening of a specified event; provided however, that immediately following any such redemption, the Corporation shall have outstanding one or more shares of one or more classes or series of stock, which share, or shares together, shall have full voting powers.

SECTION 4.4. Holders of Record . Prior to due presentment for registration of transfer, the Corporation may treat the holder of record of a share of its stock as the complete owner thereof exclusively entitled to vote, to receive notifications and otherwise entitled to all the rights and powers of a complete owner thereof, notwithstanding notice to the contrary.

SECTION 4.5. Lost, Stolen, Destroyed or Mutilated Certificates . The Corporation shall issue a new certificate of stock to replace a certificate theretofore issued by it alleged to have been lost, destroyed or wrongfully taken, if the owner or such owner’s legal representative (a) requests replacement, before the Corporation has notice that the stock certificate has been acquired by a bona fide purchaser; (b) unless the Board of Directors otherwise determines, files with the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such stock certificate or the issuance of any such new stock certificate; and (c) satisfies such other terms and conditions as the Board of Directors may from time to time prescribe.

ARTICLE V

MISCELLANEOUS

SECTION 5.1. Indemnification . The Corporation shall, to the fullest extent permitted by the DGCL, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said statute from and against any and all of the expenses, liabilities or other matters referred to in or covered by said statute, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which any person may be entitled under any Bylaw, resolution of shareholders, resolution of directors, agreement, or otherwise, as permitted by said statute, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. This Section 5.1 shall be construed to give the Corporation the broadest power permissible by the DGCL, as it now stands and as from time to time amended.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

SECTION 5.2. Waiver of Notice . Whenever notice is required by the Certificate of Incorporation, the Bylaws or any provision of the DGCL, a written or electronically transmitted waiver thereof, signed by the person entitled to notice, whether before or after the time required for such notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

SECTION 5.3. Fiscal Year . The fiscal year of the Corporation shall start on such date as the Board of Directors shall from time to time prescribe.

SECTION 5.4. Corporate Seal . The corporate seal shall be in such form as the Board of Directors may from time to time prescribe, and the same may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VI

AMENDMENT OF BYLAWS

SECTION 6.1. By Stockholders . All bylaws of the Corporation shall be subject to alteration or repeal, and new bylaws may be made, by a majority of the votes cast by the shares at the time entitled to vote in the election of directors.

SECTION 6.2. By Directors . The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, bylaws of the Corporation.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 4.1

Incorporated under the Laws of the State of Delaware No. SHARES FILMON.TV NETWORKS INC.

AUTHORIZED CAPITAL, 100,000,000 SHARES COMMON STOCK, PAR VALUE $0.001 PER SHARE

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT IS THE OWNER OF

fully-paid and non-assessable Shares of the above Corporation, transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation.

Dated:

, President , Secretary

TEN COM as tenants in common Unif Gift Min Act - Custodian (Minor) TEN ENT tenants by the entireties Under Uniform Gifts to Minors Act: (State) JT TEN as joint tenants with right of Unif Trf Min Act - survivorship and not as tenants in Custodian (Minor) common Under (State) Uniform Transfers to Minors Act

For value received, the undersigned hereby sells, assigns and transfers unto

(PLEASE PRINT OR TYPEWRITE NAME AND PLEASE INSERT SOCIAL SECURITY OR OTHER ADDRESS OF ASSIGNEE) IDENTIFYING NUMBER OF ASSIGNEE as joint tenants with right of survivorship and not as tenants in common

Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints Attorney, to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises.

Dated By:

In presence of

By:

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. Additional abbreviations may also be used though not in the list.

For value received, the undersigned hereby sells, assigns and transfers unto

(PLEASE PRINT OR TYPEWRITE NAME AND PLEASE INSERT SOCIAL SECURITY OR OTHER ADDRESS OF ASSIGNEE) IDENTIFYING NUMBER OF ASSIGNEE as joint tenants with right of survivorship and not as tenants in common

Dated By:

In presence of

By:

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 4.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

FOTV Media Networks Inc.

WARRANT TO PURCHASE COMMON STOCK

Warrant No. _____ Dated: May __, 2016

FOTV Media Networks Inc., a Delaware corporation (the “ Company ”), hereby certifies that, for value received, or Permitted Transferees (as hereinafter defined) (the “ Holder ”), is entitled to purchase from the Company up to a total of shares of common stock, par value $0.001 per share (the “ Common Stock ”), of the Company (each such share, a “ Warrant Share ” and all such shares issuable under the warrants, the “ Warrant Shares ”) at an exercise price (the “ Exercise Price” ) equal to the per share price of the Common Stock offered in the Company’s proposed underwritten initial public offering of Common Stock (the “ IPO ”), at any time following the closing of the IPO and until and including the third anniversary of the date of closing of the IPO (the “ Expiration Date ”), and subject to the following terms and conditions .

This Warrant is being issued by the Company to the Holder pursuant to the terms of a Securities Purchase Agreement, dated April __, 2016, between the Company and the Holder.

1. Registration of Transfers . The Company shall register the transfer and/or assignment of any portion of this Warrant (a “Permitted Transferee”) in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the same form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the Permitted Transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the Permitted Transferee thereof shall be deemed the acceptance by such Permitted Transferee of all of the rights and obligations of a holder of a Warrant.

2. Exercise and Duration of Warrants .

(a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the date hereof to and including the Expiration Date. At 5:00 p.m. (Eastern time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and no longer be outstanding.

(b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “ Exercise Notice ”), appropriately completed and duly signed, and (ii ) complete payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “ Exercise Date .”

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

calculations to the Holder via fax, email or by overnight courier within five (5) Business Days of receipt of the Holder’s election to purchase Warrant Shares. If the Holder and the Company are unable to agree as to the determination of the Exercise Price or number of shares within five (5) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit the disputed determination to its independent auditor. The Company shall cause its independent auditor to perform the determinations or calculations and notify the Company and the Holder of the results promptly, in writing and in sufficient detail to give the Holder and the Company a clear understanding of the issue. The Company shall then, on the next Business Day, instruct its transfer agent to issue certificate(s) representing the appropriate number of Warrant Shares of Common Stock in accordance with the independent auditor’s determination and this Section. The prevailing party shall be entitled to reimbursement of all fees and expenses of such determination and calculation.

3. Delivery of Warrant Shares .

(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than five (5) Trading Days after the Exercise Date) issue or cause to be issued and delivered to the Holder or upon the written order of the Holder in such name or names as the Holder may designate, a certificate for the Warrant Shares to which the Holder is entitled upon such exercise, free of restrictive legends unless a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective and the Warrant Shares are not freely transferable pursuant to Rule 144 under the Securities Act. To the extent the Warrant Shares may be issued free of restrictive legend s as set forth above, upon request of the Holder, the Company shall use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. For the purposes hereof, the term “Trading Day” means (a) any day on which the Common Stock is listed or quoted and traded on its primary trading market and/or quotation system, as the case may be, (b) if the Common Stock is not then listed or quoted and traded on any trading market, then a day on which trading occurs on the Nasdaq Stock Market (or any successor thereto), or (c) if trading ceases to occur on the Nasdaq Stock Market (or any successor thereto), any Business Day.

(b) This Warrant is exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. Upon surrender of this Warrant following one or more partial exercises, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

(c) The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

4. Charges, Taxes and Expenses . The Company will pay all documentary stamp taxes, transfer agent fees, delivery fees or other incidental expenses attributable to the issuance of Warrant Shares upon exercise of this Warrant; provided , however , that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificate for Warrant Shares in a name other that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable bond or indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.

6. Reservation of Warrant Shares . The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (after giving effect to the adjustments and restrictions of Section 8, if any). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the term s hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.

7. Certain Adjustments . The Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant is subject to adjustment from time to time as set forth in this Section 8.

(a) Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.

(b) Adjustment in Number of Securities . Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 8, the number of securities issuable upon the exercise of each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Warrant Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Warrant Price.

(c) Fundamental Transactions . If at any time during the term of this Warrant the Company proposes to engage in a “Fundamental Transaction” (as hereinafter defined) then, and in any one or more of such cases, the Company will give to the Holder at least 10 days’ prior written notice of the date on which the books of the Company will close or a record will be taken for determining rights to vote with respect to such Fundamental Transaction. Such notice will describe the nature of the Fundamental Transaction, the date on which the holders of the Common Stock will be entitled thereto, and such notice will also specify the date on which the holders of the Common Stock will be entitled to exchange the Common Stock for securities or other property deliverable upon the consummation of the Fundamental Transaction. A “Fundamental Transaction” is any (i) merger or consolidation of the Company with or into (whether or not the Company is the surviving corporation) another Person; (ii) any sale, assignment, transfer, conveyance or other disposition by the Company of all or substantially all of its assets in one or a series of related transactions, provided, however, that for avoidance of doubt, the granting of a lien on all or substantially all of the Company’s assets as collateral shall not be deemed a Fundamental Transaction hereunder; (iii) purchase, tender or exchange offer by the Company (or to which the Company is a party) that will be for more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer; (iv) business combination (including, without limitation , a reorganization , recapitalization, spin-off or scheme of arrangement) requiring shareholder

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approval with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business com bi nation); or (v) reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or com bi nation of shares of Common Stock covered by Section 8(a) above).

(d) Calculations . All calculations under this Section 8 shall be made to the nearest cent or the nearest share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(e) Notice of Adjustments . Upon the occurrence of each adjustment pursuant to this Section 8, the Company will promptly compute such adjustment in accordance with the terms of this Warrant and deliver a notice to the registered Holder of this Warrant setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), the transactions giving rise to such adjustments and the details and facts upon which such adjustment is based.

(f) Notice of Corporate Events . If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least ten calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

9. Payment of Exercise Price . The Holder shall pay the Exercise Price in immediately available funds.

8. Fractional Shares . The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay the Holder entitled to such fractional Warrant Share a sum in cash equal to such fraction (calculated to the nearest 1/100 th of a Warrant Share) multiplied by the then effective Exercise Price.

9. Notices . Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or email prior to 5:00 p.m. (Eastern time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email on a day that is not a Trading Day or later than 5:00 p .m. (Eastern time) on any Trading Day, (iii) the Trading Day following the date of mailing if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

10. Warrant Agent . The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days notice to the Holder, the Company may appoint a new warrant agent. Any corporation and/or other entity into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) or emailed to the Holder at the Holder’s last address as shown on the Warrant Register.

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11. Miscellaneous .

(a) Successors and Assigns . Subject to the restrictions on transfer set forth on the first page hereof, this Warrant may be transferred or assigned by the Holder to a Permitted Transferee pursuant to Section 3, provided that, among other things, the Permitted Transferee covenants to be bound by the terms hereof. This Warrant may not be assigned by the Company, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.

(b) Performance . The Company will not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, seek to call or redeem this Warrant or avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any Warrant Shares above the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares, free from all taxes, liens, security interests, encumbrances, preemptive or similar rights and charges of stockholders (other than those imposed by the Holders), on the exercise of the Warrant, and (iii) will not close its stockholder books or records in any manner which interferes with the timely exercise of this Warrant.

(c) Warrant Holder Not a Stockholder . The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any rights whatsoever as a stockholder of the Company.

(d) Remedies; Specific Performance . The Company acknowledges and agrees that there would be no adequate remedy at law to the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant and accordingly, the Company agrees that, in addition to any other remedy to which the Holder may be entitled at law or in equity, the Holder shall be entitled to seek to compel specific performance of the obligations of the Company under this Warrant, without the posting of any bond, in accordance with the terms and conditions of this Warrant in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Warrant, the Company shall not raise the defense that there is an adequate remedy at law. Except as otherwise provided by law, a delay or omission by the Holder hereof in exercising any right or remedy accruing upon any such breach shall not impair the right or remedy or constitute a waiver of or acquiescence in any such breach. No remedy shall be exclusive of any other remedy. All available remedies shall be cumulative.

(e) Amendments and Waivers . This Warrant may be amended or waived with the consent of the Company and the Holder.

(f) Governing Law; Venue; Waiver of Jury Trial . This Warrant shall be governed by and construed in accordance with the laws of the State of California without giving effect to the conflict of law provisions thereof, and the Company and the Holder irrevocably submit to the exclusive jurisdiction of the United States District Court for the Central District of California, or, if jurisdiction in such court is lacking, the state court of the State of California, County of Los Angeles, in respect of any dispute or matter arising out of or connected with this Warrant. The Company and Holders hereby waive all rights to a trial by jury.

(g) Headings . The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(h) Partial Invalidity . In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

By: Name: Title:

Dated: ______Name of Holder: (Print)

Signature: Name: Title: (Signature must conform in all respects to name of holder as specified on the face of the Warrant or authorized representative thereof)

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Dated: ______Name of Holder: (Print)

Signature: Name: Title: (Signature must conform in all respects to name of holder as specified on the face of the Warrant or authorized representative thereof)

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Exhibit 5.1

EMAIL: [email protected] DIRECT DIAL: 212.451.2234

July 1, 2016

FOTV Media Networks Inc. 338 N. Canon Drive, 3 rd Floor Beverly Hills, California 90210

Ladies and Gentlemen:

We are acting as counsel to FilmOn.TV Networks Inc., a Delaware corporation (the “Company”), in connection with (a) the Registration Statement on Form S-1, filed on July 1, 2016 (as it may be amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), covering 3,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), plus an over-subscription allowance of up to 15% of the Shares, and (b) the Underwriting Agreement between the Company and Bonwick Capital Partners LLC and Network 1 Financial Securities, Inc., as representatives of the several Underwriters, relating to the Shares (the “Underwriting Agreement”).

We have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on originals or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, and others.

Based upon the foregoing, and the laws of the State of Delaware, we are of the opinion that the Shares, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, will be legally issued, fully paid, non-assessable and binding obligations of the Company under the laws of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Olshan Frome Wolosky LLP

OLSHAN FROME WOLOSKY LLP

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Exhibit 10.1

EMPLOYMENT AGREEMENT FOR AN EXECUTIVE

This Employment Agreement for an Executive (this “Agreement”) is effective as of August 24, 2012,

BETWEEN: MYKOLA KUTOVYY (the “Executive”), an individual with his main address at Flat 29, Dnepropetrovskaja Doroga St 64, Odessa, 65086 UKRAINE

AND: FILMON.TV NETWORKS, INC. (the “Company”), an entity organized and existing under the laws of the Delaware, with its head office located at 301 N. Canon Drive, Suite 208, Beverly Hills, CA 90210, USA.

RECITALS This Agreement replaces and supersedes the draft Employment Agreement For An Executive, dated October 18, 2011, between the Executive and FilmOn.com plc The Executive confirms that such prior agreement is deemed null and void as of the date hereof, with no further liability or obligation on the part of FilmOn.Com, Inc. or any of its affiliates.

In consideration of the covenants and agreements herein contained and the monies to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions:

1. TERM The Company hereby employs Executive to serve as Chief Technology Officer and to serve in such additional or different position or positions for Company and/or its subsidiaries and affiliates as the Company may determine in its sole discretion. The term of employment shall be for a period of two (2) years (“Employment Period”) to commence as of August 24, 2012, unless earlier terminated as set forth herein.

The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earliest of:

A. The effective date of any subsequent employment agreement between the Company and the Executive;

B. The effective date of any termination of employment as provided elsewhere herein; or

C. Two (2) years from the effective date hereof, provided, that this Agreement shall automatically renew for successive periods of two (2) years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written

notice must be received by the other party no less than fourteen (14) days and no more than twenty-eight (28) days prior to the expiration of the applicable term.

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2. DUTIES AND RESPONSIBILITIES Chief Technology Officer The chief technology officer (CTO) reports to the CEO and is responsible for establishing the company’s technical vision and leading all aspects of the Client’s and the Franchisee’s technology development. The CTO is the Client’s and Franchisee’s top technology executive, playing an integral role in the company’s strategic direction, development, and future growth.

• Lead the execution of technology strategy for technology platforms, partnerships, and external relationships.

• Build and manage a top quality technology team and oversee research and development, as well as project management, documentation, customer support capabilities and quality assurance.

• Provide visible leadership for the company within the technology community.

• Anticipate and react to major technology changes to ensure the maintenance of company leadership in the competitive landscape.

• Establish technical standards and ensure adherence to them for product development and company operations.

Executive will be reporting to the Chairman of the Company. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by the Chairman.

3. LOCATION The initial principal location at which Executive shall perform services for the Company shall be 301 N. Cannon Drive, Suite 208, Beverly Hills, CA 90210, USA.

4. ACCEPTANCE OF EMPLOYMENT Executive accepts employment with the Company upon the terms set forth above and agrees to devote all of Executive’s time, energy and ability to the interests of the Company, and to perform Executive’s duties in an efficient, trustworthy and business-like manner.

5. DEVOTION OF TIME TO EMPLOYMENT The Executive shall devote the Executive’s best efforts and substantially all of the Executive’s working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder.

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6. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualifications that are reasonably and in good faith established by the Board of Directors.

7. COMPENSATION 7.1 Base Salary. Executive shall be paid a base salary (“Base Salary”) at the annual rate of US$100,000 payable in bi-weekly installments or otherwise consistent with the Company’s payroll practices. The annual Base Salary shall be reviewed on or before the anniversary date of this Agreement each year, unless Executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement, by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. 7.2 Payment. Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. 7.3 Bonus. From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive Committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. 7.4 Benefits. The Company shall provide Executive with such benefits as are provided to other senior management of the Company. Benefits shall include at a minimum (i) paid vacation of fifteen (15) days per year, at such times as approved by the Board of Directors, with accrued leave forfeited if not used, (ii) health insurance coverage under the same terms as offered to other executives of the Company, (iii) retirement and profit sharing programs as offered to other executives of the Company, (iv) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall have the option to pay any additional health benefit premium fees for dependents for any pay-period on a pre-tax basis. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company’s policies and procedures therefor, and only for such items that are a necessary and integral part of the Executive’s job functions. The Executive shall be provided the following equipment of the Company’s for use by the Executive during the Term:

• Laptop;

• iPad; and

• Other such equipment required from time to time.

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7.5 Non-Deductible Compensation . In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal or local taxing authorities. 7.6 Withholding. All sums payable to Executive under this Agreement will be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law.

8. OTHER EMPLOYMENT BENEFITS 8.1 Business Expenses. Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of her duties under this Agreement. 8.2 Benefit Plans. Executive shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 8(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any executive benefit plan or program from time to time. 8.3 Vacation. Executive shall be entitled to fifteen (15) business days of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive’s vacation does not interfere with the Company’s normal business operations. 8.4 Share Allocation. In consideration of the engagement and performance of the duties, Executive shall be afforded equity in the Company in the form of a grant of 5,000,000 shares of its total authorized share capital of 100,000,000 shares, issued pursuant to the Company’s 2012 Stock Plan. Executive’s shares in the Company shall be subject to the “Vesting Schedule” at Schedule A . Issuance of the shares shall be in accordance with the applicable Notice of Grant of Restricted Stock, to be executed between Executive and the Company in conjunction herewith.

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9. PROFESSIONAL FEES The Company shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged by the Company. All sums paid to the Executive or the Company in the way of fees or otherwise for services of the Executive, shall, except as otherwise specifically agreed by the Company, be and remain the property of the Company and shall be included in the Company’s name in such checking account or accounts as the Company may from time to time designate.

10. CLIENTS AND CLIENT RECORDS The Company shall have the authority to determine who will be accepted as clients and partners of the Company, and the Executive recognizes that such clients and partners accepted are clients and partners of the Company and not the Executive. The Company shall have the authority to designate, or to establish a procedure for designating which professional executive of the Company will handle each such client. All client records and files of any type concerning clients of the Company shall belong to and remain the property of the Company, notwithstanding the subsequent termination of this Agreement.

11. POLICIES AND PROCEDURES The Company shall have the authority to establish from time to time the policies and procedures to be followed by the Executive in performing services for the Company. Executive shall abide by the provisions of any contract entered into by the Company under which the Executive provides services. Executive shall comply with the terms and conditions of any and all contracts entered by the Company.

12. TERMINATION OF EMPLOYMENT 12.1 For Cause. Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (3) improper disclosure of the Company’s confidential or proprietary information, (4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, (5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, (6) any breach of this Agreement, which breach is not cured within five (5) business days following written notice of such breach, (7) a course of conduct amounting to gross incompetence, (8) chronic and unexcused absenteeism, (9) unlawful appropriation of a corporate opportunity, or (10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid Base Salary and accrued vacation to the date of termination thereof.

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12.2 Without Cause. The Company may terminate Executive’s employment hereunder at any time without cause, provided, however, that Executive shall be entitled to severance pay in the amount of four (4) weeks of Base Salary in addition to accrued but unpaid Base Salary and accrued vacation, less deductions required by law, but if, and only if, Executive executes a valid and comprehensive release of any and all claims that the Executive may have against the Company in a form provided by the Company and Executive executes such form within five (5) days of tender. 12.3 Resignation. Upon termination of employment, Executive shall be deemed to have resigned from the Board of Directors of the Company if she is a director at that time. 12.4 Cooperation. After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive’s responsibilities and to ensure that the Company is aware of all matters being handled by Executive. 12.5 Compensation After Notice of Termination. After notice of termination has been given by either Company or Executive, as provided in this Article, Executive shall be entitled to receive the compensation provided for in this Agreement until the notice period has expired. It is understood that after the written notice is given by either the Company or Executive, Executive shall continue to devote substantially all of the Executive’s time to the Executive’s normal services for the Company during the notice period, with sufficient time allowed, in the sole discretion of the Company, for Executive to seek new employment.

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http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

13.5 Broken Periods of Disability. A period of disability may be continuous or broken. If broken into partial periods of disability which are separated by intervening periods of work, there shall be aggregated together all of such successive partial periods of disability except any period prior to the time when any single period of work extends for three (3) months or longer; and such aggregated periods of disability shall be treated as a single period in determining the amount of disability compensation to which an Executive shall be entitled under any provision of this section. 13.6 Termination Due to Disability. If and when the period of total or partial disability of the Executive totals six (6) months, the Executive’s employment with the Company shall automatically terminate. Notwithstanding the foregoing, if the disabled Executive and the Company agree, the disabled Executive may thereafter be employed by the Company upon such terms as may be mutually agreeable. 13.7 Commencement Date of Disability. The commencement date of a period of disability, whether it is a continuous period or the aggregate of successive partial periods, shall be the first day on which the Executive is disabled. 13.8 Dispute Regarding Existence of Disability. Any dispute regarding the existence, extent or continuance of the disability shall be resolved by the determination of a majority of three (3) competent physicians, one (1) of whom shall be selected by the Company, one (1) of whom shall be selected by the Executive and the third (3rd) of whom shall be selected by the other two (2) physicians so selected. 13.9 Death of Executive. In the event the Executive shall die during the term hereof, the Company shall pay to the Executive’s surviving spouse, or if the Executive shall leave no surviving spouse, then to the Executive’s estate, only such amounts as may have been earned by the Executive prior to the Executive’s date of death, but which were unpaid on the date of death.

14. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENTS Executive recognizes and acknowledges that all records with respect to clients, business associates, customer or referral lists, contracting parties and referral sources of the Company, and all personal, financial and business and proprietary information of the Company, its Executives, officers, directors and shareholders obtained by the Executive during the term of this Agreement and not generally known in the public (the “Confidential Information”) are valuable, special and unique and proprietary assets of the Company’s business. The Executive hereby agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not at any time, directly or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any person, firm, Company, association or other entity, or utilize the same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted by the Company. “Confidential Information” shall also include any information (including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers) that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. In the case of Company’s business, Company’s Trade Secrets include (without limitation) information regarding names and addresses of any customers, sales personnel, account invoices, training and educational manuals, administrative manuals, prospective customer leads, in whatever form, whether or not computer or electronically accessible “on-line.”

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15. EXCLUSIVE EMPLOYMENT During employment with the Company, the Executive will not do anything to compete with the Company’s present or contemplated business, nor will she plan or organize any competitive business activity. The Executive will not enter into any agreement which conflicts with her duties or obligations to the Company. The Executive will not during her employment or within one (1) year after it ends, without the Company’s express written consent, directly or indirectly, solicit or encourage any executive, agent, independent contractor, supplier, customer, employee or any other person or company to terminate or alter a relationship with the Company.

16. HIRING The Executive agrees that during the Executive’s employment with the Company and for a period of two (2) years following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not attempt to hire any other executive or independent contractor of the Company or otherwise encourage or attempt to encourage any other executive or independent contractor of the Company to leave the Company’s employ.

17. ASSIGNMENT AND TRANSFER The Executive’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of Company’s assets, any corporate successor to the Company or any assignee thereof.

18. NO INCONSISTENT OBLIGATIONS The Executive is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with her undertaking employment with the Company. The Executive will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. The Executive represents and warrants that she has returned all property and confidential information belonging to all prior employers.

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19. ATTORNEYS’ FEES The parties hereto agree that, in the event of breach or threatened breach of any covenants of the Executive, the damage or imminent damage to the value and the goodwill of the Company’s business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against the Executive in the event of any breach or threatened breach of any of such provisions by the Executive, in addition to any other relief (including damages) available to the Company under this Agreement or under law. The prevailing party in any action instituted pursuant to this Agreement shall be entitled to recover from the other party its reasonable attorneys’ fees and other expenses incurred in such action.

In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys’ fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred.

20. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.

21. AMENDMENT This Agreement may be amended only by a writing signed by the Executive and by a duly authorized representative of the Company.

22. SEVERABILITY If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

23. CONSTRUCTION The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Executive.

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24. RIGHTS CUMULATIVE The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

25. NONWAIVER No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company (other than Executive) or other person duly authorized by the Company.

26. NOTICES Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in the case of the Company to its principal office, and in the case of the Executive to the Executive’s residence address set forth on the first page of this Agreement or to such other address as may be designated by the Executive.

27. ASSISTANCE IN LITIGATION The Executive shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided , however , that such assistance following termination shall be furnished at mutually agreeable times and for mutually agreeable compensation.

28. ARBITRATION Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be settled by arbitration in Beverly Hills, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the California Arbitration Association (but the arbitration shall be in front of an arbitrator, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by the Chairman of the Board of the Company; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of the arbitration incurred or approved by the arbitrator(s); and (c) arbitration may proceed in the absence of any party if written notice of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided , however , that nothing in this subsection shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable relief or relief under the Confidential Information and Invention Assignment Agreement. The arbitrator shall not have the right to award punitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law.

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IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITIED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATIER INVOLVING THE PARTIES HERETO.

29. SOLICITATION The Executive further agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not, in any manner or at any time, solicit or encourage any person, firm, company or other business entity who are clients, business associates or referral sources of the Company to cease doing business with the Company or to do business with the Executive.

30. COVENANTS INDEPENDENT Each restrictive covenant on the part of the Executive set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement which the Company and the Executive may have, fully performed and not executory, and the existence of any claim or cause of action by the Executive against the Company whether predicated upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any other covenant.

31. INJUNCTIVE AND EQUITABLE RELIEF The Executive and the Company recognize and expressly agree that the extent of damages to the Company in the event of a breach by the Executive of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at law for any breach will be inadequate to compensate the Company. Consequently, the Executive agrees that in the event of a breach of any such covenant, in addition to any other relief to which the Company may be entitled, the Company shall be entitled to enforce the covenant by injunctive or other equitable relief ordered by a court of competent jurisdiction.

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32. INDEMNIFICATION The Executive hereby agrees to indemnify and hold the Company and its officers, directors, shareholders and Executives harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys’ fees and all costs and expenses of litigation, arising from or growing out of the Executive’s breach or threatened breach of any covenant contained herein.

33. ACKNOWLEDGMENT The Executive acknowledges that when this Agreement is concluded, the Executive will be able to earn a living without violating the foregoing restrictions and that the Executive’s recognition and representation of this fact is a material inducement to the execution of this Agreement and to Executive’s continued relationship with the Company.

34. SURVIVAL OF COVENANTS All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.

35. LIMITATIONS ON AUTHORITY Without the express written consent from the Company, the Executive shall have no apparent or implied authority to: (i) pledge the credit of the Company or any of its other executives; (ii) bind the Company under any contract, agreement, note, mortgage or otherwise; (iii) release or discharge any debt due the Company unless the Company has received the full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose of any assets of the Company.

36. REPRESENTATION AND WARRANTY OF EXECUTIVE The Executive acknowledges and understands that the Company has extended employment opportunities to Executive based upon Executive’s representation and warranty that Executive is in good health and able to perform the work contemplated by this Agreement for the term hereof.

37. INVALID PROVISION; SEVERABILITY The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

38. MODIFICATION No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.

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39. ENTIRE AGREEMENT This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification or discharge is sought.

40. DISPUTES Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be litigated solely in state or federal court in Los Angeles, California. Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the Secretary of State (the “Agent”) or to the party at the party’s last known address, if personal service delivery cannot be easily effected, and (4) authorizes and directs the Agent to accept such service in the event that personal service delivery cannot easily be effected.

EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

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Schedule A

Executive will receive 5,000,000 shares of Common Stock in the Company Issuance of the shares shall be in accordance with the applicable Notice of Grant of Restricted Stock, to be executed between Executive and the Company in conjunction herewith

Vesting Schedule: Upon excution of the Notice of Grant of Restricted Stock and issuance of the Shares, 94% (ninety-four percent) of the Shares shall have vested with the remainder vesting ratably on a monthly basis commencing on August 1, 2012 and ending October 31, 2013.

Should any of the following events occur, 100% of the then-unvested Shares shall accelerate to full vesting:

• Cash flow positive operations of the Company for any three (3) consecutive months.

• Uncured, material breach of this Agreement by the Company.

• Termination of this Agreement by Company without cause.

• Any “Liquidity Event” (defined below) or “Change of Control” (defined below).

• Failure of the Company to raise capital in excess of $1,000,000 within one year of this Agreement.

• Completion of 24 months of employment.

Definitions: “Cause” in this Agreement means: (i) conviction of a crime involving moral turpitude; (ii) willful misconduct or gross neglect of duties to the Company; provided that within 5 days after receiving notice of such misconduct or neglect, on which the Board is relying to terminate for cause, Executive is provided the opportunity defend herself before the Board; or (iii) repeated failure by employee to follow the written directives of the Board or any written Company policy or guidelines expressly approved by the Board.

“Liquidity Event” in this Agreement means a merger, acquisition, sale of voting control or sale of all or substantially all of the assets of the Company.

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Exhibit 10.2

EMPLOYMENT AGREEMENT FOR AN EXECUTIVE

This Employment Agreement for an Executive (this “Agreement”) is effective as of August 24, 2012,

BETWEEN: KIM LORI HURWITZ (the “Executive”), an individual with her main address at 15728 Magnolia Blvd., Encino, CA 91436, USA

RECITALS This Agreement replaces and supersedes the prior Employment Agreement For An Executive, dated July 11, 2011, between the Executive and FilmOn.Com, Inc. The Executive confirms that such prior agreement is terminated as of the date hereof, with no further liability or obligation on the part of FilmOn.Com, Inc. or any of its affiliates.

1. TERM The Company hereby employs Executive to serve as Senior Vice-President of Programming and to serve in such additional or different position or positions for Company and/or its subsidiaries and affiliates as the Company may determine in its sole discretion. The term of employment shall be for a period of two (2) years (“Employment Period”) to commence as of August 24, 2012, unless earlier terminated as set forth herein.

The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earliest of:

A. The effective date of any subsequent employment agreement between the Company and the Executive;

B. The effective date of any termination of employment as provided elsewhere herein; or

notice must be received by the other party no less than fourteen (14) days and no more than twenty-eight (28) days prior to the expiration of the applicable term.

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2. DUTIES AND RESPONSIBILITIES Executive will be reporting to the Chairman of the Company. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by the Chairman.

3. LOCATION The initial principal location at which Executive shall perform services for the Company shall be 301 N. Cannon Drive, Suite 208, Beverly Hills, CA 90210, USA.

6. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualifications that are reasonably and in good faith established by the Board of Directors.

7. COMPENSATION 7.1 Base Salary. Executive shall be paid a base salary (“Base Salary”) at the annual rate of US$153,000 payable in bi-weekly installments or otherwise consistent with the Company’s payroll practices. The annual Base Salary shall be reviewed on or before the anniversary date of this Agreement each year, unless Executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement, by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth.

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7.2 Payment. Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. 7.3 Bonus. From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive Committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Annual bonus goals shall be set up for each year based upon agreed upon performance metrics. For 2011, the goal was aggregation of content, increased distribution and affiliation agreements. Each contracted channel, affiliation or distribution channel shall count towards the overall goal. Any channel already on the US platform or added to the platform from any source shall qualify towards the overall goal.

a. 100 channels- content, affiliation or distribution channels: $10,000

b. 125 channels- content, affiliation or distribution channels: $5,000

c. 150 channels- content, affiliation or distribution channels: $10,000 The Bonus goals for 2012 shall be determined and agreed between the Company and the Executive as soon as practically possible. 7.4 Benefits. The Company shall provide Executive with such benefits as are provided to other senior management of the Company. Benefits shall include at a minimum (i) paid vacation of fifteen (15) days per year, at such times as approved by the Board of Directors, with accrued leave forfeited if not used, (ii) health insurance coverage under the same terms as offered to other executives of the Company, (iii) retirement and profit sharing programs as offered to other executives of the Company, (iv) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall have the option to pay any additional health benefit premium fees for dependents for any pay-period on a pre-tax basis. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company’s policies and procedures therefor, and only for such items that are a necessary and integral part of the Executive’s job functions. The Executive shall be provided the following equipment of the Company’s for use by the Executive during the Term:

• Laptop;

• iPad; and

• Other such equipment required from time to time. 7.5 Non-Deductible Compensation. In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal or local taxing authorities.

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7.6 Withholding. All sums payable to Executive under this Agreement will be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law.

8. OTHER EMPLOYMENT BENEFITS 8.1 Business Expenses. Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of her duties under this Agreement. 8.2 Benefit Plans. Executive shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 8(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any executive benefit plan or program from time to time. 8.3 Vacation. Executive shall be entitled to fifteen (15) business days of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive’s vacation does not interfere with the Company’s normal business operations. 8.4 Share Allocation. In consideration of the engagement and performance of the duties, Executive shall be afforded equity in the Company in the form of a grant of 500,000 shares of its total authorized share capital of 100,000,000 shares, issued pursuant to the Company’s 2012 Stock Plan. Executive’s shares in the Company shall be subject to the “Vesting Schedule” at Schedule A . Issuance of the shares shall be in accordance with the applicable Notice of Grant of Restricted Stock, to be executed between Executive and the Company in conjunction herewith.

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13. DISABILITY OF EXECUTIVE The Company may terminate this Agreement without liability if Executive shall be permanently prevented from properly performing her essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than twenty (20) consecutive days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation. 13.1 Definitions. For purposes of this Agreement, whenever used in this Article 13: “Total disability” shall mean that the Executive is unable, mentally or physically, whether it is due to sickness, accident, age or other infirmity, to engage in any aspect of the Executive’s normal duties as set forth in this Agreement. “Partial disability” shall mean that the Executive is able to perform, to some extent, on behalf of the Company, the particular services in which the Company specializes, and which the Executive previously performed for the Company, but that the Executive is unable, mentally or physically, to devote the same amount of time to such services as was devoted prior to the occurrence of such sickness or accident.

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“Normal monthly salary” shall mean the salary which the Executive is being paid by the Company per month as of the commencement date of the period of disability, as specified hereinabove or as determined by the Board of Directors pursuant to the terms hereof. 13.2 Total Disability. During a single period of total disability of the Executive, the Executive shall be entitled to receive from the Company, the Executive’s normal monthly salary for the shorter of the first three (3) months of disability or until any disability insurance policy available through the Executive’s employment begins to pay benefits. If the single period of disability should continue beyond three (3) months, the Executive shall receive only such amount as the Executive shall be entitled to receive under disability insurance coverage on the Executive, if any. 13.3 Partial Disability. During a period of partial disability of the Executive, the Executive shall receive an amount of compensation computed as follows: That portion of the Executive’s normal monthly basic compensation which bears the same ratio to the Executive’s normal monthly basic compensation as the amount of time which the Executive is able to devote to the usual performance of services on behalf of the Company during such period bears to the total time the Executive devoted to performing such services prior to the commencement date of the single period of disability, and Such amount shall be calculated by multiplying the Executive’s basic compensation by a fraction, the numerator of which shall be the percentage of normal services that the Executive is able to perform and the denominator of which shall be the total services that the Executive is able to perform absent the partial disability. 13.4 Combination of Total and Partial Disability. If a single period of disability of the Executive consists of a combination of total disability and partial disability, the maximum total disability compensation to which the Executive shall be entitled from the Company under this disability provision shall not exceed an amount equal to one (1) times the Executive’s normal monthly basic compensation. 13.5 Broken Periods of Disability. A period of disability may be continuous or broken. If broken into partial periods of disability which are separated by intervening periods of work, there shall be aggregated together all of such successive partial periods of disability except any period prior to the time when any single period of work extends for three (3) months or longer; and such aggregated periods of disability shall be treated as a single period in determining the amount of disability compensation to which an Executive shall be entitled under any provision of this section.

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13.6 Termination Due to Disability. If and when the period of total or partial disability of the Executive totals six (6) months, the Executive’s employment with the Company shall automatically terminate. Notwithstanding the foregoing, if the disabled Executive and the Company agree, the disabled Executive may thereafter be employed by the Company upon such terms as may be mutually agreeable. 13.7 Commencement Date of Disability The commencement date of a period of disability, whether it is a continuous period or the aggregate of successive partial periods, shall be the first day on which the Executive is disabled. 13.8 Dispute Regarding Existence of Disability. Any dispute regarding the existence, extent or continuance of the disability shall be resolved by the determination of a majority of three (3) competent physicians, one (1) of whom shall be selected by the Company, one (1) of whom shall be selected by the Executive and the third (3rd) of whom shall be selected by the other two (2) physicians so selected. 13.9 Death of Executive. In the event the Executive shall die during the term hereof, the Company shall pay to the Executive’s surviving spouse, or if the Executive shall leave no surviving spouse, then to the Executive’s estate, only such amounts as may have been earned by the Executive prior to the Executive’s date of death, but which were unpaid on the date of death.

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20. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.

21. AMENDMENT This Agreement may be amended only by a writing signed by the Executive and by a duly authorized representative of the Company.

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34. SURVIVAL OF COVENANTS All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.

38. MODIFICATION No change or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.

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IN WITNESS HEREOF, each party to this Agreement has caused it to be executed at Beverly Hills, California as of the date indicated below.

KIM LORI HURWITZ FILMON.TV NETWORKS INC.

/s/ Kim Lori Hurwitz /s/ Peter van Pruissen Authorized Signature Authorized Signature KIM LORI HURWITZ PETER VAN PRUISSEN

CHIEF FINANCIAL OFFICER

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Exhibit 10.3

As of March 16, 2012

Shared Executive Agreement

Between: FilmOn.TV Networks Inc (Client, Company, FilmOn) 301 N Canon Dr., Suite 208 Beverly Hills, CA, 90210 USA

and Tamalpais Finance LLC (Consultant) 76 Tamalpais Road Kentfield, California 94904 USA

Client hereby engages Consultant to provide personal services and assistance with the corporate operations of the Client and its Affiliates, including but not limited to “FilmOn.TV Networks”, “FilmOn.com Pic”, “FilmOn.com Inc”; “FilmOn.TV Inc”, “Battlecam.com”; “FilmOn Mobile Inc.”; Interactive Artist Management; “9021go Inc”; “FilmOn Labs”; and related initiatives referred to as the “Business Opportunity”.

The Consultant nominates as its “Nominated Executive” and the Client accepts and accepts only Peter Van Pruissen to be eligible to act as “Director” of the Client and otherwise to roles including but not limited to “Chief Financial Officer’ of the Client and their business initiatives and those of their Affiliates and to perform the “Duties” contemplated by this Agreement.

The Nominated Executive will report to the Chairman of FilmOn.TV Networks.

1. Duties The Chief Financial Officer (CFO) provides both operational and programmatic support to the organization. The CFO supervises the finance unit and is the chief financial spokesperson for the organization The CFO reports directly to the Chairman and directly assists the Senior Vice President (SVP), Chief Operating Officer (COO) and Senior Vice-Presidents of Programming on all strategic and tactical matters as they relate to budget management, cost benefit analysis, forecasting needs and the securing of new funding. KEY RESPONSIBILITIES

a Assist in performing all tasks necessary to achieve the organization’s mission and help execute staff succession and growth

plans;

b Assist with the Company’s capital raising including participation in investor shows and other activities relating to the public

listing of the Company;

c Train the Finance Department and other staff on raising awareness and knowledge of financial management matters;

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d Work with the Chairman, SVP, COO, SVPs of Programming and all other staff on the strategic vision including fostering and cultivating stakeholder relationships on city, state, and national levels, as well as assisting in the development and negotiation of contracts;

e Participate in developing new business, specifically: assist the CEO, SVP and COO in identifying new funding opportunities, the drafting of prospective programmatic budgets, and determining cost effectiveness of prospective service delivery;

f Assess the benefits of all prospective contracts and advise the Executive Team on programmatic design and implementation

matters;

g Ensure adequate controls are installed and that substantiating documentation is approved and available such that all

transactions may pass independent and governmental audits;

h Provide the SVP, COO and SVPs of Programming with an operating budget Work with the SVP & COO to ensure programmatic success through cost analysis support, and compliance with all contractual and programmatic requirements. This includes: 1) interpreting legislative and programmatic rules and regulations to ensure compliance with all federal, state, local and contractual guidelines, 2) ensuring that all government regulations and requirements are disseminated to appropriate personnel, and 3) monitoring compliance;

i Oversee the management and coordination of all fiscal reporting activities for the organization including: organizational revenue/expense and balance sheet reports, reports to funding agencies, development and monitoring of organizational and contract budgets;

j Oversee all purchasing and payroll activity for staff and participants;

k Develop and maintain systems of internal controls to safeguard financial assets of the organization Oversee the coordination and activities of independent auditors ensuring all A-133 audit issues are resolved, and all 403(b) compliance issues are met,

and the preparation of the annual financial statements is in accordance with U.S. GAAP and federal, state and other required supplementary schedules and information;

l Attend Board and Subcommittee meetings; including being the lead staff on the Audit/Finance Committee;

m Monitor banking activities of the organization;

n Ensure adequate cash flow to meet the organization’s needs;

o Investigate cost-effective benefit plans and other fringe benefits which the organization may offer employees and potential

employees with the goal of attracting and retaining qualified individuals;

p Oversee the production of monthly reports including reconciliations with funders and pension plan requirements, as well as financial statements and cash flow projections for use by Executive management, as well as the Audit/Finance Committee and Board of Directors;

q Assist in the design, implementation, and timely calculations of wage incentives, commissions, and salaries for the staff;

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r Oversee Accounts Payable and Accounts Receivable and ensure a disaster recovery plan is in place;

s Oversee business insurance plans and health care coverage analysis;

t Oversee the maintenance of the inventory of all fixed assets (computers, etc.).

2. Targets Performance by the Consultant will be judged in relation to Client’s progress to its agreed Business Plans and Financial Forecasts.

3. Fees

3.1. As consideration for performance of its Duties hereunder Consultant shall receive the “Initial Retainer Fee” from the date of this Agreement for the duration of the Initial Term. The Initial Retainer Fee shall be paid monthly, two weeks in arrears, two weeks in advance in the amount:

• US$5,000 per month

3.2. As consideration for performance of its Duties hereunder during the Initial Term Consultant shall be paid a “Success Fee” contingent upon the Client upon Company completing a “Minimum Corporate Financing” of no less than $5,000,000 during the Initial Term, calculated as:

• US$30,000

3.3. As consideration for performance of its Duties hereunder Consultant shall receive the “Extended Term Retainer Fee” from the date of this Agreement should the Client exercise its option for the Extended Term. The Extended Term Retainer Fee shall be paid monthly, two weeks in arrears, two weeks in advance in the amount:

• US$10,000 per month

3.4. The amount of the Retainer Fee shall increase to $15,000 per month on that date twelve (12) months from the date of this

agreement for the duration of the Term.

3.5. As consideration for Consultant’s performance of its Duties hereunder, Consultant shall receive the following “Equity

Payment” of Shares in the Client:

• 500,000 Shares in FilmOn.TV Networks Inc. equal to one half percent (0.5%) of the fully diluted voting issued capital of FilmOn.TV Networks Inc. as calculated at the date of this Agreement and allotted to the Consultant within seven (7) days of this Agreement.

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Consultant’s Shares in the Client shall be subject to the “Vesting Schedule” at Schedule A. Issuance of the shares shall be in accordance with all applicable securities laws.

3.6. The Consultant shall be reimbursed or advanced funds to cover all travel expenses approved prior by the Chairman or

otherwise reasonably incurred in discharging the Duties.

3.7. The Consultant shall be reimbursed or advanced funds to cover all expenses provided for by any agreed Budget or otherwise

authorized prior by the Chairman or by another appropriate authority of the Client.

4. Terms & Conditions of Consultancy

4.1. During the Term and for a period of two (2) years thereafter and excluding the Consultant’s other Contractual Commitments set-out at Schedule B of this Agreement, the Consultant will not, directly or indirectly: solicit or request any Consultant of or consultant to the Client to leave the employ of or cease consulting for the Client; solicit or request any Consultant of or consultant to the Client to join the employ of, or begin consulting for, any individual or entity that researches, develops,

markets or sells products that compete with those of the Client; solicit or request any individual or entity that researches, develops, markets or sells products that compete with those of the Client, to employ or retain as a consultant any Consultant or consultant of the Client; or induce or attempt to induce any supplier or vendor of the Client to terminate or breach any written or oral agreement or understanding with the Client.

4.2. For a period of two (2) years following the Date of this Agreement, Consultant shall not, without the prior written consent of Client, which consent Client may withhold at their sole discretion, (a) utilize any Confidential Information to circumvent or compete with Client in relation to the FilmOn Business Plans, or (b) utilize information lawfully furnished or disclosed to

Client by a non-party to this Agreement without any obligation of confidentiality and through no wrongful act of the recipient Party, or information independently developed by Client relative to the FilmOn Business Plan, to circumvent or compete with Client on the FilmOn Business Plan.

5. Status of Consultant Consultant shall at all times contemplated herein be considered an independent contractor of the Client. The Consultant shall not be deemed an agent, partner or joint venturer of Client for any purpose whatsoever, and Consultant shall have no authority to bind or act on behalf of Client. Consultant shall be responsible for, and agrees to comply with, obligations under federal and state tax laws for payment of income and, if applicable, self-employment tax. Further, to the fullest extent permitted by the taws of the State of California and the United States, Consultant forever waives any claims, rights or privileges they may have as against Client pursuant to any Labor Codes or Statutes including, but not limited to the Americans with Disabilities Act and any other similar provisions.

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6. Indemnities

6.1. Client will respectively indemnify Consultant for any third party claims made against Consultant during the Term hereof and for twelve (12) months thereafter arising in connection with the FilmOn Business Plan, except to the extent that such claim arises from the negligence or willful wrongdoing of Consultant. Consultant shall indemnify and hold Client and its principals harmless from any and all claims, causes, costs and fees (including but not limited to attorney’s fees) that arise as a result Consultant’s breach of its Duties, any materials created by Consultant, or any other misconduct of Consultant in connection with its Duties hereunder. As a condition to Client’s obligations to indemnify Consultant, Consultant shall provide prompt written notice of such claim to Client (the “Indemnitor”) and shall allow the Indemnitor to defend any such claim using counsel of its choice. The Indemnitor shall not settle any such claim without the express written consent of the Indemnitee, such consent not to be unreasonably withheld.

7. Covenant Not to Compete

7.1. For good consideration and as an inducement for Client to engage Consultant, if such engagement is terminated for Cause, Consultant shall not compete, for a period of two years after the end of the Term of this Agreement, engage directly or indirectly, either personally or as an Consultant, associate partner, partner, manager, agent, or otherwise, or by means of any corporate or other device, in business related to the Business Opportunity within in the USA and any other Territory to which the Business Opportunity has extended: nor shall Consultant for such period and in such localities solicit orders, directly or indirectly, from any customers of the Client, or from any customers of its successor, for such products as are sold by Company or its successor, either for (himself or herself) or as an Consultant of any person, firm, or corporation.

7.2. The term “not compete” as used herein shall mean that the Consultant shall not own, manage, operate, consult or to be engaged or employed in a business substantially similar to, or competitive with, the present business of the Company or such other business activity in which the Company may substantially engage during the term of employment.

7.3. On the termination of the Consultant’s employment with the Client for any reason, the Consultant will not solicit any customer of the Client that was a customer of the Company during the course of the Consultant’s employment with the Client, whether or not still a customer of the Client and whether or not knowledge of the customer is considered confidential information, or in any way aid and assist any other person to solicit any such customer for a period of two years from the date of termination of the Consultant’s employment.

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7.4. This Clause 7 shall not apply if Consultant is terminated without Cause.

8. Trade Secrets The Consultant acknowledges that the Client shall or may in reliance of this agreement provide Consultant access to trade secrets, customers and other confidential data and good will. Consultant agrees to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any third party. The Consultant will take necessary actions to keep the Client’s business secrets, including but not limited to customer, supplier, logistical, financial, research and development information, confidential and not to disclose the Client’s business secrets to any third party during and after the term of the Consultant’s engagement.

9. Intellectual Property & Confidentiality

9.1. Those “Concepts and Ideas” disclosed by the Client to Consultant or which are developed by Consultant during the course of the performance of the Duties hereunder and which relate to the Client’s present, past or prospective business activities, services, and products, shall remain the sole and exclusive property of the Client. For further clarity, the results and proceeds of Consultant’s services contemplated hereunder shall be deemed “works-made-for-hire” commissioned for the benefit of Client as that term is commonly defined pursuant to United States Copyright Law. Should any of the results and proceeds of Consultant’s services hereunder not be deemed “works-made-for-hire”, the Consultant hereby grants to Client an exclusive, irrevocable, perpetual license to such.

9.2. For the purposes of this Agreement, Confidential Information shall mean and collectively include: all information relating to the business, plans and/or technology of the Client including, but not limited to technical information including inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientific data, records, databases, formulations, protocols, equipment design, know-how, experience, and trade secrets; developmental, marketing, sales, customer, supplier,

consulting relationship information, operating, performance, and cost information; computer programming techniques whether in tangible or intangible form, and all record bearing media containing or disclosing the foregoing information and techniques including, written business plans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means.

9.3. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information which: (a) can be demonstrated to have been lawfully in the public domain or was publicly known or available prior to the date of the disclosure to Consultant; (b) can be demonstrated in writing to have been rightfully in the possession of Consultant prior to the disclosure of such information to Consultant by the Client; (c) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Consultant or any third party; or (d) is supplied to Consultant by a third party without binder of secrecy, so long as that such third party has no obligation to the Client or any affiliated companies to maintain such information in confidence.

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9.4. As required by Consultant’s Duties, Consultant shall not, at any time now or in the future, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information, Concepts, or Ideas to any third party without the consent of

the Client, which consent may be denied in each instance and all of the same, together with publication rights, shall belong exclusively to the Client.

9.5. All documents, diskettes, tapes, procedural manuals, guides, specifications, plans, drawings, designs and similar materials, lists of present, past or prospective customers, customer proposals, invitations to submit proposals, price lists and data relating to the pricing of the Client’s products and services, records, notebooks and all other materials containing Confidential Information or information about Concepts or Ideas (including all copies and reproductions thereof), that come into Consultant’s possession or control by reason of Consultant’s performance of the relationship, whether prepared by

Consultant or others: (a) are the property of the Client or Franchisee, (b) will not be used by Consultant in any way other than in connection with the performance of his/her Duties, (c) will not be provided or shown to any third party by Consultant, (d) will not be removed from the Client or Consultant’s premises (except as Consultant’s Duties require), and (e) at the termination (for whatever reason), of Consultant’s relationship with the Client, will be left with, or forthwith returned by Consultant to the Client.

9.6. The Consultant agrees that the Client is and shall remain the exclusive owner of the Confidential Information and Concepts and Ideas. Any interest in patents, patent applications, inventions, technological innovations, trade names, trademarks, service marks, copyrights, copyrightable works, developments, discoveries, designs, processes, formulas, know-how, data and analysis, whether registrable or not (“Developments”), which Consultant, as a result of rendering Services to the Client under this Agreement, may conceive or develop, shall: (i) forthwith be brought to the attention of the Client by Consultant and (ii) belong exclusively to the Client. No license or conveyance of any such rights to the Consultant is granted or implied under this Agreement.

9.7. The Consultant hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the Client, without further compensation, all of his/her right, title and interest in and to all Concepts, Ideas, and

Developments. The Consultant will execute all documents and perform all lawful acts which the Client considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Agreement.

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10. Working Requirements

10.1. The Consultant shall primarily operate from FilmOn.TV Network’s offices in Los Angeles, and otherwise as reasonably required by Client. The Consultant is permitted to undertake other consulting engagements for third-parties, so long as such

engagements are not competitive with FilmOn.com. The Client acknowledges that the Consultant is already engaged in a number of acceptable and hereby permitted third-party engagements set out at Schedule B.

10.2. The Consultant shall make best endeavors to attend to the Duties outlined for up to forty (40) hours each week whether expended both during and beyond the business hours and whether expended in attendance at the Client’s principal place of business or at such other location.

10.3. The Consultant shall be entitled to up to two (2) weeks paid leave every twelve (12) months from the date of this

Agreement.

11. Warranties Consultant disclaims responsibility, direct or indirect, express or implied, for the truth, accuracy or completeness of information provided to Client concerning a Prospect introduced by Consultant or concerning persons or entities introduced to Client through a Prospect Client acknowledges full and complete responsibility for the truth, accuracy, and completeness of all information concerning any Prospect or such other person or entity and, in its own behalf and as authorized representative of its Affiliates, expressly waives all rights of recourse, if any, against Consultant for reliance thereon by Client or any of Client’s Affiliates.

12. Term The Term of this Agreement shall extend for a period of six (6) months (the “Initial Term”) unless terminated by either party as provided herein below, during which time the Client or Consultant may terminate this Agreement at their sole discretion at any time on thirty (30) days written notice. The Client shall have the exclusive, irrevocable option to extend this Agreement for an additional eighteen (18) months (the “Extended Term”) by providing notice to the Consultant within thirty (30) days of the end of the Term. The Initial Term and any subsequent terms shall be individually and collectively referred to herein as the “Term”.

13. Assignment Other than to subsidiaries or Affiliates of Consultant, Consultant shall not have the right to assign its Duties and obligations hereunder without the express written consent of Client. Client may assign its rights and obligations hereunder to any of its subsidiaries or otherwise affiliated companies on notice to the Consultant.

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Schedule A Vesting Schedule

Consultant will receive equity in FilmOn.TV Networks Inc, respectively. Fifty percent (50%) of such equity will be issued on a fully vested basis with fifty percent (50%) subject to a ‘Vesting Schedule’ as follows: Should the Consultant resign, or have his/her agreement terminated with “Cause” (as defined below) prior to the end of the Term of this Agreement, said equity subject to this Vesting Schedule would be subject to recall by the Client.

• 50% within the initial twelve (12) months

• 25% after twelve (12) months but before twenty-four (24) months.

Should any of the following events occur, 100% of said equity subject to this Vesting Schedule would vest as ordinary share capital of equal rank to that of all other shareholders:

• Uncured, material breach of this Agreement by the Client

• Termination of this Agreement by Client without cause

• Any “liquidity Event” (defined below) or “Change of Control” (“defined below)

• Failure of the Client to raise capital in excess of $1,000,000 within one year of this Agreement.

Definitions: “Cause” in this agreement means: (i) conviction of a crime involving moral turpitude;

(ii) willful misconduct or gross neglect of duties to the Client; provided that within 5 days after receiving notice of such misconduct or neglect, on which the board is relying to terminate for cause, Consultant is are provided the opportunity defend itself before the board; or

(iii) repeated failure by Consultant to follow the written directives of the board or any written Client policy or guidelines expressly approved by the board.

“Liquidity Event” in this Agreement means: A merger, acquisition, sale of voting control or sale of substantially all of the assets of the Client.

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As of September 11, 2012

Shared Executive Agreement-Amendment 1

Between: FilmOn.TV Networks Inc (Client, Company, FilmOn) 301 N Canon Dr., Suite 208 Beverly Hills, CA, 90210 USA

and Tamalpais Finance LLC (Consultant) 76 Tamalpais Road Kentfield, California 94904 USA

This renewal amends and extends the Shared Executive Agreement executed between the parties on March 16, 2012 on the terms set forth below. Client hereby continues to engage Consultant to provide personal services and assistance with the corporate operations of the Client and its Affiliates, including but not limited to “FilmOn.TV Networks”, “FilmOn.com Plc”, “FilmOn.com Inc”; “FilmOn.TV Inc”, “Battlecam.com”; “FilmOn Mobile Inc.”; Interactive Artist Management; “9021go Inc”; ‘‘FilmOn Labs”; and related initiatives referred to as the “Business Opportunity”.

The Nominated Executive will report to the Chairman of FilmOn.TV Networks.

1. Duties The Chief Financial Officer (CFO) provides both operational and programmatic support to the organization. The CFO supervises the finance unit and is the chief financial spokesperson for the organization. The CFO reports directly to the Chairman and directly assists the Senior Vice President (SVP), Chief Operating Officer (COO) and Senior Vice-Presidents of Programming on all strategic and tactical matters as they relate to budget management, cost benefit analysis, forecasting needs and the securing of new funding.

KEY RESPONSIBILITIES

a. Assist in performing all tasks necessary to achieve the organization’s mission and help execute staff succession and growth plans;

b. Assist with the Company’s capital raising including participation in investor shows and other activities relating to the public listing of

the Company;

c. Train the Finance Department and other staff on raising awareness and knowledge of financial management matters;

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d. Work with the Chairman, SVP, COO, SVPs of Programming and all other staff on the strategic vision including fostering and cultivating stakeholder relationships on city, state, and national levels, as well as assisting in the development and negotiation of contracts;

e. Participate in developing new business, specifically: assist the CEO, SVP and COO in identifying new funding opportunities, the

drafting of prospective programmatic budgets, and determining cost effectiveness of prospective service delivery;

f. Assess the benefits of all prospective contracts and advise the Executive Team on programmatic design and implementation matters;

g. Ensure adequate controls are installed and that substantiating documentation is approved and available such that all transactions may

pass independent and governmental audits;

h. Provide the SVP, COO and SVPs of Programming with an operating budget. Work with the SVP & COO to ensure programmatic success through cost analysis support, and compliance with all contractual and programmatic requirements. This includes: 1) interpreting legislative and programmatic rules and regulations to ensure compliance with all federal, state, local and contractual guidelines, 2) ensuring that all government regulations and requirements are disseminated to appropriate personnel, and 3) monitoring compliance;

i. Oversee the management and coordination of all fiscal reporting activities for the organization including: organizational revenue/expense and balance sheet reports, reports to funding agencies, development and monitoring of organizational and contract budgets;

j. Oversee all purchasing and payroll activity for staff and participants;

k. Develop and maintain systems of internal controls to safeguard financial assets of the organization Oversee the coordination and activities of independent auditors ensuring all A-133 audit issues are resolved, and all 403(b) compliance issues are met, and the

preparation of the annual financial statements is in accordance with U.S. GAAP and federal, state and other required supplementary schedules and information;

l. Attend Board and Subcommittee meetings; including being the lead staff on the Audit/Finance Committee;

m. Monitor banking activities of the organization;

n. Ensure adequate cash flow to meet the organization’s needs;

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o. Investigate cost-effective benefit plans and other fringe benefits which the organization may offer employees and potential employees

with the goal of attracting and retaining qualified individuals;

p. Oversee the production of monthly reports including reconciliations with funders and pension plan requirements, as well as financial statements and cash flow projections for use by Executive management, as well as the Audit/Finance Committee and Board of Directors;

q. Assist in the design, implementation, and timely calculations of wage incentives, commissions, and salaries for the staff;

r. Oversee Accounts Payable and Accounts Receivable and ensure a disaster recovery plan is in place;

s. Oversee business insurance plans and health care coverage analysis;

t. Oversee the maintenance of the inventory of all fixed assets (computers, etc.).

2. Targets

Performance by the Consultant will be judged in relation to Client’s progress to its agreed Business Plans and Financial Forecasts.

3. Fees

– US$5,000 per month

3.2 As consideration for performance of its Duties hereunder during the Initial Term Consultant shall be paid a “Success Fee” contingent

upon the Client completing a “Minimum Corporate Financing” of no less than $5,000,000 during the Term, calculated as:

– Cash bonus calculated up to $150,000 based pro rata on raising $25,000,000

3.3 As consideration for performance of its Duties hereunder Consultant shall receive the “Ongoing Retainer Fee” from the date of Client completing a “Minimum Corporate Financing” of no less than $5,000,000 through the end of the period ending six (6) months from the start of the Initial Term. The Ongoing Retainer Fee shall be paid monthly, in arrears, in the amount: “

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– US$10,000 per month

3.4 The amount of the Retainer Fee shall increase to $15,000 per month on that date six (6) months from the date of this agreement for

the duration of the Term.

3.5 As consideration for Consultant’s performance of its Duties hereunder, Consultant shall continue to vest in that “Equity Payment” of 250,000 Shares in the Client, granted under a previous agreement. Consultant shall further be granted an additional 375,000 of shares, equal to 0.75% of a 50,000,000 share capitalization prior to any future financing (“Additional Shares”).

Consultant’s Additional Shares shall be subject to the “Vesting Schedule” at Schedule A Issuance of the shares shall be in accordance with all applicable securities laws.

3.6 The Consultant shall be reimbursed or advanced funds to cover all travel expenses approved prior by the Chairman or otherwise

reasonably incurred in discharging the Duties.

3.7 The Consultant shall be reimbursed or advanced funds to cover all expenses provided for by any agreed Budget or otherwise

authorized prior by the Chairman or by another appropriate authority of the Client.

4. Terms & Conditions of Consultancy

4.1 During the Term and for a period of two (2) years thereafter and excluding the Consultant’s other Contractual Commitments set-out at Schedule B of this Agreement, the Consultant will not, directly or indirectly: solicit or request any Consultant of or consultant to the Client to leave the employ of or cease consulting for the Client; solicit or request any Consultant of or consultant to the Client to join the employ of, or begin consulting for, any individual or entity that researches, develops, markets or sells products that compete with those of the Client; solicit or request any individual or entity that researches, develops, markets or sells products that compete with those of the Client, to employ or retain as a consultant any Consultant or consultant of the Client; or induce or attempt to induce any supplier or vendor of the Client to terminate or breach any written or oral agreement or understanding with the Client.

this Agreement without any obligation of confidentiality and through no wrongful act of the recipient Party, or information independently developed by Client relative to the FilmOn Business Plan, to circumvent or compete with Client on the FilmOn Business Plan.

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5. Status of Consultant

Consultant shall at all times contemplated herein be considered an independent contractor of the Client. The Consultant shall not be deemed an agent. partner or joint venturer of Client for any purpose whatsoever, and Consultant shall have no authority to bind or act on behalf of Client. Consultant shall be responsible for, and agrees to comply with, obligations under federal and state tax laws for payment of income and, if applicable, self-employment tax. Further, to the fullest extent permitted by the laws of the State of California and the United States, Consultant forever waives any claims, rights or privileges they may have as against Client pursuant to any Labor Codes or Statutes including, but not limited to the Americans with Disabilities Act and any other similar provisions.

6. Indemnities

6.1 Client will respectively indemnify Consultant for any third party claims made against Consultant during the Term hereof and for twelve (12) months thereafter arising in connection with the FilmOn Business Plan, except to the extent that such claim arises from the negligence or willful wrongdoing of Consultant. Consultant shall indemnify and hold Client and its principals harmless from any and all claims, causes, costs and fees (including but not limited to attorney’s fees) that arise as a result Consultant’s breach of its

Duties, any materials created by Consultant, or any other misconduct of Consultant in connection with its Duties hereunder. As a condition to Client’s obligations to indemnify Consultant, Consultant shall provide prompt written notice of such claim to Client (the “Indemnitor”) and shall allow the Indemnitor to defend any such claim using counsel of its choice. The Indemnitor shall not settle any such claim without the express written consent of the Indemnitee, such consent not to be unreasonably withheld.

7. Covenant Not to Compete

7.1 For good consideration and as an inducement for Client to engage Consultant, if such engagement is terminated for Cause, Consultant shall not compete, for a period of two years after the end of the Term of this Agreement, engage directly or indirectly, either personally or as an Consultant, associate partner, partner, manager, agent, or otherwise, or by means of any corporate or other device, in business related to the Business Opportunity within in the USA and any other Territory to which the Business Opportunity has extended: nor shall Consultant for such period and in such localities solicit orders, directly or indirectly, from any customers of the Client, or from any customers of its successor, for such products as are sold by Company or its successor, either for (himself or herself) or as an Consultant of any person, firm, or corporation.

7.2 The term “not compete” as used herein shall mean that the Consultant shall not own, manage, operate, consult or to be engaged or employed in a business substantially similar to, or competitive with, the present business of the Company or such other business activity in which the Company may substantially engage during the term of employment.

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7.3 On the termination of the Consultant’s employment with the Client for any reason, the Consultant will not solicit any customer of the Client that was a customer of the Company during the course of the Consultant’s employment with the Client, whether or not still a customer of the Client and whether or not knowledge of the customer is considered confidential information, or in any way aid and assist any other person to solicit any such customer for a period of two years from the date of termination of the Consultant’s employment.

7.4 This Clause 7 shall not apply if Consultant is terminated without Cause.

8. Trade Secrets

The Consultant acknowledges that the Client shall or may in reliance of this agreement provide Consultant access to trade secrets, customers and other confidential data and good will. Consultant agrees to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any third party. The Consultant will take necessary actions to keep the Client’s business secrets, including but not limited to customer, supplier, logistical, financial, research and development information, confidential and not to disclose the Client’s business secrets to any third party during and after the term of the Consultant’s engagement

9. Intellectual Property & Confidentiality

9.1 Those “Concepts and Ideas” disclosed by the Client to Consultant or which are developed by Consultant during the course of the performance of the Duties hereunder and which relate to the Client’s present, past or prospective business activities, services, and products, shall remain the sole and exclusive property of the Client. For further clarity, the results and proceeds of Consultant’s services contemplated hereunder shall be deemed “works-made-for-hire” commissioned for the benefit of Client as that term is commonly defined pursuant to United States Copyright Law. Should any of the results and proceeds of Consultant’s services hereunder not be deemed “works-made-for-hire”, the Consultant hereby grants to Client an exclusive, irrevocable, perpetual license to such.

9.2 For the purposes of this Agreement, Confidential Information shall mean and collectively include: all information relating to the business, plans and/or technology of the Client including, but not limited to technical information including inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientific data, records, databases, formulations, protocols,

equipment design, know-how, experience, and trade secrets; developmental, marketing, sales, customer, supplier, consulting relationship information, operating, performance, and cost information; computer programming techniques whether in tangible or intangible form, and all record bearing media containing or

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disclosing the foregoing information and techniques including, written business plans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means.

9.3 Notwithstanding the foregoing, the term “Confidential Information” shall not include any information which: (a) can be demonstrated to have been lawfully in the public domain or was publicly known or available prior to the date of the disclosure to Consultant; (b) can be demonstrated in writing to have been rightfully in the possession of Consultant prior to the disclosure of such information to Consultant by the Client; (c) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Consultant or any third party; or (d) is supplied to Consultant by a third party without binder of secrecy, so long as that such third party has no obligation to the Client or any affiliated companies to maintain such information in confidence.

9.4 As required by Consultant’s Duties, Consultant shall not, at any time now or in the future, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information, Concepts, or Ideas to any third party without the consent of the

Client, which consent may be denied in each instance and all of the same, together with publication rights, shall belong exclusively to the Client.

9.5 All documents, diskettes, tapes, procedural manuals, guides, specifications, plans, drawings, designs and similar materials, lists of present, past or prospective customers, customer proposals, invitations to submit proposals, price lists and data relating to the pricing of the Client’s products and services, records, notebooks and all other materials containing Confidential Information or information about Concepts or Ideas (including all copies and reproductions thereof), that come into Consultant’s possession or control by reason of Consultant’s performance of the relationship, whether prepared by Consultant or others: (a) are the property of the Client or Franchisee, (b) will not be used by Consultant in any way other than in connection with the performance of his/her Duties, (c) will not be provided or shown to any third party by Consultant, (d) will not be removed from the Client or Consultant’s premises (except as Consultant’s Duties require), and (e) at the termination (for whatever reason), of Consultant’s relationship with the Client, will be left with, or forthwith returned by Consultant to the Client.

9.6 The Consultant agrees that the Client is and shall remain the exclusive owner of the Confidential Information and Concepts and Ideas. Any interest in patents, patent applications, inventions, technological innovations, trade names, trademarks, service marks, copyrights, copyrightable works, developments, discoveries, designs, processes, formulas, know-how, data and analysis, whether

registrable or not (“Developments”), which Consultant, as a result of rendering Services to the Client under this Agreement, may conceive or develop, shall: (i) forthwith be brought to the attention of the Client by Consultant and (ii) belong exclusively to the Client. No license or conveyance of any such rights to the Consultant is granted or implied under this Agreement.

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9.7 The Consultant hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the Client, without further compensation, all of his/her right, title and interest in and to all Concepts, Ideas, and Developments. The

Consultant will execute all documents and perform all lawful acts which the Client considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Agreement.

10. Working Requirements

10.1 The Consultant shall primarily operate from FilmOn.TV Network’s offices in Los Angeles, and otherwise as reasonably required by Client. The Consultant is permitted to undertake other consulting engagements for third-parties, so long as such engagements are not

competitive with FilmOn.com. The Client acknowledges that the Consultant is already engaged in a number of acceptable and hereby permitted third-party engagements.

10.2 The Consultant shall make best endeavors to attend to the Duties outlined for up to forty (40) hours each week whether expended both during and beyond the business hours and whether expended in attendance at the Client’s principal place of business or at such other location.

10.3 The Consultant shall be entitled to up to two (2) weeks paid leave every twelve (12) months from the date of this Agreement.

11. Warranties

Consultant disclaims responsibility, direct or indirect, express or implied, for the truth, accuracy or completeness of information provided to Client concerning a Prospect introduced by Consultant or concerning persons or entities introduced to Client through a Prospect. Client acknowledges full and complete responsibility for the truth, accuracy, and completeness of all information concerning any Prospect or such other person or entity and, in its own behalf and as authorized representative of its Affiliates, expressly waives all rights of recourse, if any, against Consultant for reliance thereon by Client or any of Client’s Affiliates.

12. Term The Term of this Agreement shall extend for a period of twelve (12) months (the “Term”) unless terminated by either party as provided herein below, during which time the Client or Consultant may terminate this Agreement at their sole discretion at any time on thirty (30) days written notice.

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13. Assignment

Other than to subsidiaries or Affiliates of Consultant, Consultant shall not have the right to assign its Duties and obligations hereunder without the express written consent of Client. Client may assign its rights and obligations hereunder to any of its subsidiaries or otherwise affiliated companies on notice to the Consultant.

14. Governing Law

This Agreement shall be governed by the Laws of the State of California. Any dispute arising between Client and Consultant shall be brought before the Courts located in the State of California. Each party hereto submits to the personal jurisdiction of said courts.

15. Miscellaneous

Each signatory to this Agreement hereby individually represents and warrants that he/she/it is duly authorized to bind Client and Consultant as applicable. This Agreement may be modified, waived, or otherwise changed only pursuant to a further written agreement between the parties hereto. This Agreement shall supersede any previous agreements and constitute the final expression of the agreement between Consultant and Client. Neither party has relied on any representations in entering into this Agreement except as expressly provided herein.

Agreed and accepted this 14th day of September, 2012.

Consultant: Tamalpais Finance LLC Client: FilmOn.TV Networks Inc

By: /s/ Peter van Pruissen By: /s/ Alkiviades David

Peter Van Pruissen Alkiviades David

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Schedule A Vesting Schedule

Should the Consultant resign, or have his/her agreement terminated with “Cause” (as defined below) prior to the end of the Term of this Agreement, said equity subject to this Vesting Schedule would be subject to recall by the Client.

– 50% within the initial six (6) months from the date of this Agreement

– 25% after six (6) months but before eighteen (18) months from the date of this Agreement.

Should any of the following events occur, 100% of said equity subject to this Vesting Schedule would vest as ordinary share capital of equal rank to that of all other shareholders:

– Uncured, material breach of this Agreement by the Client

– Termination of this Agreement by Client without cause

– Any “Liquidity Event” (defined below) or “Change of Control” (“defined below) Failure of the Client to raise capital in excess of $5,000,000 within six months of this Agreement.

Definitions:

“Cause” in this agreement means:

(i) conviction of a crime involving moral turpitude;

(iii) repeated failure by Consultant to follow the written directives of the board or any written Client policy or guidelines expressly approved by the board.

“Liquidity Event” in this Agreement means: A merger, acquisition, sale of voting control or sale of substantially all of the assets of the Client.

As of August 8, 2013

Shared Executive Agreement-Amendment No. 2

Between: FilmOn.TV Networks Inc (Client, Company, FilmOn) 301 N Canon Dr., Suite 208 Beverly Hills, CA, 90210 USA

and Tamalpais Finance LLC (Consultant) 76 Tamalpais Road Kentfield, California 94904 USA

This renewal amends and extends the Shared Executive Agreement executed between the parties on March 16, 2012 (the “Original Agreement”), and amended by Amendment 1 dated as of September 11, 2012 (“Amendment No. 1”), on the terms set forth below. Client hereby continues to engage Consultant to provide personal services and assistance with the corporate operations of the Client and its Affiliates, including but not limited to “FilmOn.TV Networks”, “FilmOn.com Plc”, “FilmOn.com Inc”; “FilmOn.TV Inc”, “Battlecam.com”; “FilmOn Mobile Inc.”; Interactive Artist Management; “9021go Inc”; ‘‘FilmOn Labs”; and related initiatives referred to as the “Business Opportunity”.

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As of August 8, 2013

Shared Executive Agreement-Amendment No. 2

Between: FilmOn.TV Networks Inc (Client, Company, FilmOn) 301 N Canon Dr., Suite 208 Beverly Hills, CA, 90210 USA

and Tamalpais Finance LLC (Consultant) 76 Tamalpais Road Kentfield, California 94904 USA

The Nominated Executive will report to the Chairman of FilmOn.TV Networks.

1. Duties The Chief Financial Officer (CFO) provides both operational and programmatic support to the organization. The CFO supervises the finance unit and is the chief financial spokesperson for the organization. The CFO reports directly to the Chairman and directly assists the Senior Vice President (SVP), Chief Operating Officer (COO) and Senior Vice-Presidents of Programming on all strategic and tactical matters as they relate to budget management, cost benefit analysis, forecasting needs and the securing of new funding. KEY RESPONSIBILITIES

a. Assist in performing all tasks necessary to achieve the organization’s mission and help execute staff succession and growth plans;

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b. Assist with the Company’s capital raising including participation in investor shows and other activities relating to the public listing of

the Company;

c. Train the Finance Department and other staff on raising awareness and knowledge of financial management matters;

e. Participate in developing new business, specifically: assist the CEO, SVP and COO in identifying new funding opportunities, the

drafting of prospective programmatic budgets, and determining cost effectiveness of prospective service delivery;

f. Assess the benefits of all prospective contracts and advise the Executive Team on programmatic design and implementation matters;

g. Ensure adequate controls are installed and that substantiating documentation is approved and available such that all transactions may

pass independent and governmental audits;

j. Oversee all purchasing and payroll activity for staff and participants;

preparation of the annual financial statements is in accordance with U.S. GAAP and federal, state and other required supplementary schedules and information;

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l. Attend Board and Subcommittee meetings; including being the lead staff on the Audit/Finance Committee;

m. Monitor banking activities of the organization;

n. Ensure adequate cash flow to meet the organization’s needs;

o. Investigate cost-effective benefit plans and other fringe benefits which the organization may offer employees and potential employees

with the goal of attracting and retaining qualified individuals;

p. Oversee the production of monthly reports including reconciliations with funders and pension plan requirements, as well as financial

statements and cash flow projections for use by Executive management, as well as the Audit/Finance Committee and Board of Directors;

q. Assist in the design, implementation, and timely calculations of wage incentives, commissions, and salaries for the staff;

r. Oversee Accounts Payable and Accounts Receivable and ensure a disaster recovery plan is in place;

s. Oversee business insurance plans and health care coverage analysis;

t. Oversee the maintenance of the inventory of all fixed assets (computers, etc.).

2. Targets Performance by the Consultant will be judged in relation to Client’s progress to its agreed Business Plans and Financial Forecasts.

3. Fees

3.1 As consideration for performance of its Duties hereunder Consultant shall receive the “Initial Retainer Fee” from the date of this Agreement until the date of the Client completing a “Minimum Corporate Financing” of no less than $5,000,000 during the Term. The Initial Retainer Fee shall be in the amount of US$15,000 per month; provided that the payment of $7,500 of such monthly Initial Retainer Fee shall be deferred until the completion of a Minimum Corporate Financing and $7,500 of such Initial Retainer Fee shall be paid to Consultant on a monthly basis in arrears.

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3.2 As consideration for performance of its Duties hereunder during the Initial Term Consultant shall be paid a “Success Fee” contingent

upon the Client completing a “Minimum Corporate Financing” of no less than $5,000,000 during the Term, calculated as:

• Cash bonus calculated up to $150,000 based pro rata on raising $25,000,000

• US$10,000 per month

3.4 [Reserved]

3.5 As consideration for Consultant’s performance of its Duties hereunder, Consultant shall continue to vest in that “Equity Payment” of 500,000 Shares in the Client, equal to 0.50% of the Client’s current 100,000,000 share capitalization and granted pursuant to the

Original Agreement. Consultant shall continue to vest in the 750,000 of Shares granted pursuant to Amendment No. 1, and equal to 0.75% of the Client’s current 100,000,000 share capitalization, prior to any future financing (“Additional Shares”). Consultant’s Additional Shares shall continue to be subject to the “Vesting Schedule” found in Schedule A of Amendment No. 1, which is attached hereto for reference. Issuance of the shares shall be in accordance with all applicable securities laws.

3.6 The Consultant shall be reimbursed or advanced funds to cover all travel expenses approved prior by the Chairman or otherwise

reasonably incurred in discharging the Duties.

3.7 The Consultant shall be reimbursed or advanced funds to cover all expenses provided for by any agreed Budget or otherwise authorized

prior by the Chairman or by another appropriate authority of the Client.

4. Terms & Conditions of Consultancy

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4.2 For a period of two (2) years following the Date of this Agreement, Consultant shall not, without the prior written consent of Client, which consent Client may withhold at their sole discretion, (a) utilize any Confidential Information to circumvent or compete with Client in relation to the FilmOn Business Plans, or (b) utilize information lawfully furnished or disclosed to Client by a non-party to this Agreement without any obligation of confidentiality and through no wrongful act of the recipient Party, or information independently developed by Client relative to the FilmOn Business Plan, to circumvent or compete with Client on the FilmOn Business Plan.

5. Status of Consultant Consultant shall at all times contemplated herein be considered an independent contractor of the Client. The Consultant shall not be deemed an agent. partner or joint venturer of Client for any purpose whatsoever, and Consultant shall have no authority to bind or act on behalf of Client. Consultant shall be responsible for, and agrees to comply with, obligations under federal and state tax laws for payment of income and, if applicable, self-employment tax. Further, to the fullest extent permitted by the laws of the State of California and the United States, Consultant forever waives any claims, rights or privileges they may have as against Client pursuant to any Labor Codes or Statutes including, but not limited to the Americans with Disabilities Act and any other similar provisions.

6. Indemnities

materials created by Consultant, or any other misconduct of Consultant in connection with its Duties hereunder. As a condition to Client’s obligations to indemnify Consultant, Consultant shall provide prompt written notice of such claim to Client (the “Indemnitor”) and shall allow the Indemnitor to defend any such claim using counsel of its choice. The Indemnitor shall not settle any such claim without the express written consent of the Indemnitee, such consent not to be unreasonably withheld.

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7. Covenant Not to Compete

7.4 This Clause 7 shall not apply if Consultant is terminated without Cause.

9. Intellectual Property & Confidentiality

contemplated hereunder shall be deemed “works-made-for-hire” commissioned for the benefit of Client as that term is commonly defined pursuant to United States Copyright Law. Should any of the results and proceeds of Consultant’s services hereunder not be deemed “works-made-for-hire”, the Consultant hereby grants to Client an exclusive, irrevocable, perpetual license to such.

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operating, performance, and cost information; computer programming techniques whether in tangible or intangible form, and all record bearing media containing or disclosing the foregoing information and techniques including, written business plans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means.

which consent may be denied in each instance and all of the same, together with publication rights, shall belong exclusively to the Client.

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10.3 The Consultant shall be entitled to up to two (2) weeks paid leave every twelve (12) months from the date of this Agreement.

11. Warranties Consultant disclaims responsibility, direct or indirect, express or implied, for the truth, accuracy or completeness of information provided to Client concerning a Prospect introduced by Consultant or concerning persons or entities introduced to Client through a Prospect. Client acknowledges full and complete responsibility for the truth, accuracy, and completeness of all information concerning any Prospect or such other person or entity and, in its own behalf and as authorized representative of its Affiliates, expressly waives all rights of recourse, if any, against Consultant for reliance thereon by Client or any of Client’s Affiliates.

12. Term The initial term of this Agreement shall extend for a period of twelve (12) months (the “Initial Term”) unless terminated by either party as provided herein below, during which time the Client or Consultant may terminate this Agreement at their sole discretion at any time on thirty (30) days written notice. At the expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each a “Renewal Term” and collectively with the Initial Term the “Term”) unless the Client or Consultant provides the other party with notice of its intent not to renew this Agreement at least thirty (30) days prior to the expiration of the then current term.

14. Governing Law This Agreement shall be governed by the Laws of the State of California. Any dispute arising between Client and Consultant shall be brought before the Courts located in the State of California. Each party hereto submits to the personal jurisdiction of said courts.

15. Miscellaneous Each signatory to this Agreement hereby individually represents and warrants that he/she/it is duly authorized to bind Client and Consultant as applicable. This Agreement may be modified, waived, or otherwise changed only pursuant to a further written agreement between the parties hereto. This Agreement shall supersede any previous agreements and constitute the final expression of the agreement between Consultant and Client. Neither party has relied on any representations in entering into this Agreement except as expressly provided herein.

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Amendment No. 1 Schedule A Vesting Schedule

Consultant will continue to vest in equity in FilmOn.TV Networks Inc. Fifty percent (50 %) of such equity was issued on a fully vested basis on September 14, 2012 with fifty percent (50%) subject to a ‘Vesting Schedule’ as follows: Should the Consultant resign, or have his/her agreement terminated with “Cause” (as defined below) prior to the end of the Term of this Agreement, said equity subject to this Vesting Schedule would be subject to recall by the Client.

• 50% within the initial six (6) months from the date of this Agreement

• 25% after six (6) months but before eighteen (18) months from the date of this Agreement.

Should any of the following events occur, 100% of said equity subject to this Vesting Schedule would vest as ordinary share capital of equal rank to that of all other shareholders:

• Uncured, material breach of this Agreement by the Client

• Termination of this Agreement by Client without cause

• Any “Liquidity Event” (defined below) or “Change of Control” (“defined below) Failure of the Client to raise capital in excess of

$5,000,000 within six months of this Agreement.

Definitions: “Cause” in this agreement means: (i) conviction of a crime involving moral turpitude;

(iii) repeated failure by Consultant to follow the written directives of the board or any written Client policy or guidelines expressly approved by the board.

“Liquidity Event” in this Agreement means: A merger, acquisition, sale of voting control or sale of substantially all of the assets of the Client.

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AMENDMENT No. 3 TO

SHARED EXECUTIVE AGREEMENT

THIS AMENDMENT NO. 3 TO SHARED EXECUTIVE AGREEMENT, dated as of December 5, 2013, is by and between FilmOn.TV Networks Inc., a Delaware corporation (the “ Company ”), and Tamalpais Finance, LLC, a California limited liability company (the “ Consultant ”).

R E C I T A L S

The Company and the Consultant are parties to a Shared Executive Agreement, dated as of March 16, 2012, and as amended by Amendment 1 dated as of September 11, 2012 and Amendment No. 2 dated as of August 8, 2013 (the “ Agreement ”). Terms defined in the Agreement and used but not otherwise defined herein shall have the meanings given to them in the Agreement.

The Company and the Consultant wish to amend the Agreement as provided herein.

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Section 3.1 of the Agreement is hereby deleted therefrom, and the following language is hereby inserted therein in lieu thereof (which includes new language underlined below): As consideration for performance of its Duties hereunder Consultant shall receive the “Initial Retainer Fee” from the date of this Agreement until the date of the Client completing a “Minimum Corporate Financing” of no less than $5,000,000 during the Term. The Initial Retainer Fee shall be in the amount of US$15,000 per month; provided that the payment of $9,500 of such monthly Initial Retainer Fee shall be deferred until the completion of a Minimum Corporate Financing and $5,500 of such Initial Retainer Fee shall be paid to Consultant on a monthly basis in arrears.

2. All other terms and conditions of the Agreement shall remain in full force and effect without modification.

[Remainder of page intentionally left blank; signature page follows.]

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 10.4

FILMON.TV NETWORKS, INC. 2012 STOCK PLAN

1. E STABLISHMENT , P URPOSE AND T ERM OF P LAN . 1.1 Establishment. The FilmOn.TV Networks Inc. 2012 Stock Plan was established effective as of August 24, 2012 (the “ Plan ”).

1.2 Purpose . The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Company intends that Awards granted pursuant to the Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed.

1.3 Term of Plan. The Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company.

2. D EFINITIONS AND C ONSTRUCTION . 2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below: (a) “ Award ” means an Option, Restricted Stock Purchase Right or Restricted Stock Bonus granted under the Plan.

(b) “ Award Agreement ” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant.

(c) “ Board ” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “ Board ” also means such Committee(s).

(d) “ Cause ” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or written contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating Company.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(e) “ Change in Control ” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or written contract of employment or service, the occurrence of any of the following: (i) an Ownership Change Event or a series of related Ownership Change Events (collectively, a “ Transaction ” ) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(v)(iii), the entity to which the assets of the Company were transferred (the “ Transferee ” ), as the case may be; or

(ii) the liquidation or dissolution of the Company.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

(f) “ Code ” means the Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder.

(g) “ Committee ” means the compensation committee or other committee or subcommittee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.

(h) “ Company ” means FilmOn.TV Networks Inc., a Delaware corporation, or any successor corporation thereto.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(i) “ Consultant ” means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act.

(j) “ Director ” means a member of the Board.

(k) “ Disability ” means the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Participating Company Group because of the sickness or injury of the Participant.

(l) “ Employee ” means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.

(m) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(n) “ Fair Market Value ” means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: (i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.

(o) “ Incentive Stock Option ” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(p) “ Insider ” means an Officer, a Director or other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(q) “ Insider Trading Policy ” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its securities.

(r) “ Net-Exercise ” means a procedure by which the Participant will be issued a number of whole shares of Stock upon the exercise of an Option determined in accordance with the following formula: N = X(A-B)/A, where “N” = the number of shares of Stock to be issued to the Participant upon exercise of the Option; “X” = the total number of shares with respect to which the Participant has elected to exercise the Option; “A” = the Fair Market Value of one (1) share of Stock determined on the exercise date; and “B” = the exercise price per share (as defined in the Participant’s Award Agreement).

(s) “ Nonstatutory Stock Option ” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an Incentive Stock Option.

(t) “ Officer ” means any person designated by the Board as an officer of the Company.

(u) “ Option ” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.

(v) “ Ownership Change Event ” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(w) “ Parent Corporation ” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.

(x) “ Participant ” means any eligible person who has been granted one or more Awards.

(y) “ Participating Company ” means the Company or any Parent Corporation or Subsidiary Corporation.

(z) “ Participating Company Group ” means, at any point in time, all entities collectively which are then Participating Companies.

(aa) “ Restricted Stock Award ” means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right.

(bb) “ Restricted Stock Bonus ” means Stock granted to a Participant pursuant to Section 7.

(cc) “ Restricted Stock Purchase Right ” means a right to purchase Stock granted to a Participant pursuant to Section 7.

(dd) “ Rule 16b-3 ” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(ee) “ Securities Act ” means the Securities Act of 1933, as amended.

(ff) “ Service ” means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. Unless otherwise provided by the Board, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Board, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. Except as otherwise provided by the Board, in its discretion, the Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of and reason for such termination.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(gg) “ Stock ” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.

(hh) “ Subsidiary Corporation ” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(ii) “ Ten Percent Stockholde r ” means a person who, at the time an Award is granted to such person, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.

(jj) “ Vesting Conditions ” mean those conditions established in accordance with the Plan prior to the satisfaction of which shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s monetary purchase price, if any, for such shares upon the Participant’s termination of Service.

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3. A DMINISTRATION . 3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any Award Agreement or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined by the Board, and such determinations shall be final, binding and conclusive upon all persons having an interest in the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein.

3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

3.3 Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion: (a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock to be subject to each Award;

(b) to determine the type of Award granted;

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with any Award or shares acquired pursuant thereto, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or shares acquired pursuant thereto, (v) the time of expiration of any Award, (vi) the effect of any Participant’s termination of Service on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan; (e) to approve one or more forms of Award Agreement;

(f) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;

(g) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;

(h) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and

(i) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

3.4 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.5 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

4. S HARES S UBJECT TO P LAN . 4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be seven million eight hundred fifty thousand (7,850,000) 1 and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Award for any reason expires or is terminated or canceled or if shares of Stock are acquired pursuant to an Award subject to forfeiture or repurchase and are forfeited or repurchased by the Company for an amount not greater than the Participant’s exercise or purchase price, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California Code of Regulations ( “ Section 260.140.45 ” ), the total number of shares of Stock issuable upon the exercise of all outstanding Awards (together with options outstanding under any other stock plan of the Company) and the total number of shares provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.

4.2 Adjustments for Changes in Capital Structure . Subject to any required action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the ISO Share Limit set forth in Section 5.3(a), and in the exercise or purchase price per share of any outstanding Awards in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “ New Shares ” ), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the exercise price per share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

1 Reduced to 2,943,750 shares on , 2015 as a result of a 1-to- reverse split of the Company’s common stock.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

5. E LIGIBILITY AND O PTION L IMITATIONS . 5.1 Persons Eligible for Awards . Awards may be granted only to Employees, Consultants and Directors.

5.2 Participation in the Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.

5.3 Incentive Stock Option Limitations.

(a) Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to Section 4.1 and adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed eight million two hundred seventy-three thousand eighty-one (8,273,081) shares (the “ ISO Share Limit ” ). The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Section 4.2.

(b) Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee. Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.

(c) Fair Market Value Limitation . To the extent that options designated as Incentive Stock Options (granted under all stock plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise of the Option, Shares issued pursuant to each such portion shall be separately identified.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

6.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized . Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “ Cashless Exercise ” ), (iv) by delivery of a properly executed notice electing a Net-Exercise, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) Limitations on Forms of Consideration .

(i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such other period, if any, required by the Company (and were not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.

6.4 Effect of Termination of Service .

(a) Option Exercisability . Subject to earlier termination of the Option as otherwise provided by this Plan and unless a longer exercise period is provided by the Board, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate: (i) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “ Option Expiration Date ” ).

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(ii) Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service.

(iii) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service.

(iv) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 11 below, the Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be prevented by such provisions or (ii) the end of the applicable time period under Section 6.4(a), but in any event no later than the Option Expiration Date.

6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in Rule 701 under the Securities Act, and the General Instructions to Form S-8 Registration Statement under the Securities Act.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

7. R ESTRICTED S TOCK A WARDS . Restricted Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock Purchase Right and the number of shares of Stock subject to the Award, in such form as the Board shall from time to time establish. Award Agreements evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 7.1 Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted in the form of either a Restricted Stock Bonus or a Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Board shall determine, including, without limitation, upon the attainment of one or more performance goals.

7.2 Purchase Price. The purchase price for shares of Stock issuable under each Restricted Stock Purchase Right shall be established by the Board in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Restricted Stock Bonus, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock subject to a Restricted Stock Award.

7.3 Purchase Period. A Restricted Stock Purchase Right shall be exercisable within a period established by the Board, which shall in no event exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right.

7.4 Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made (a) in cash, by check or in cash equivalent, (b) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (c) by any combination thereof.

7.5 Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, as shall be established by the Board and set forth in the Award Agreement evidencing such Award. During any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 7.8. The Board, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise occur on a day on which the sale of such shares would violate the provisions of the Insider Trading Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day on which the sale of such shares would not violate the Insider Trading Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

7.6 Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 7.5 and any Award Agreement, during any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made.

7.7 Effect of Termination of Service. Unless otherwise provided by the Board in the Award Agreement evidencing a Restricted Stock Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.

7.8 Nontransferability of Restricted Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

8. S TANDARD F ORMS OF A WARD A GREEMENTS . 8.1 Award Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Board and as amended from time to time. No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms, including electronic media, as the Board may approve from time to time.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

8.2 Authority to Vary Terms . The Board shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.

9. C HANGE IN C ONTROL . 9.1 Effect of Change in Control on Awards. Subject to the requirements and limitations of Section 409A of the Code, if applicable, the Board may provide for any one or more of the following: (a) Accelerated Vesting. The Board may, in its discretion, provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and/or vesting in connection with such Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant’s Service prior to, upon, or following such Change in Control, to such extent as the Board shall determine.

(b) Assumption, Continuation or Substitution of Awards. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “ Acquiror ” ), may, without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock. For purposes of this Section, if so determined by the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject to such portion of the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Award for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Award Agreement evidencing such Award except as otherwise provided in such Award Agreement.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(c) Cash-Out of Outstanding Awards. The Board may, in its discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Board) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control, reduced by the exercise or purchase price per share, if any, under such Award. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. In the event such determination is made by the Board, the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.

9.2 Federal Excise Tax Under Section 4999 of the Code.

(a) Excess Parachute Payment. If any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section 280G of the Code, then, provided such election would not subject the Participant to taxation under Section 409A of the Code, the Participant may elect, in his or her sole discretion, to reduce the amount of any acceleration of vesting called for under the Award in order to avoid such characterization.

(b) Determination by Independent Accountants. To aid the Participant in making any election called for under Section 9.2(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant as described in Section 9.2(a), the Company shall request a determination in writing by independent public accountants selected by the Company (the “ Accountants ” ). As soon as practicable thereafter, the Accountants shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 9.2(b).

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

10. T AX W ITHHOLDING . 10.1 Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes (including any social insurance tax), if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to an Award Agreement until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.

10.2 Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.

11. C OMPLIANCE WITH S ECURITIES L AW . The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

12. A MENDMENT OR T ERMINATION OF P LAN . The Board may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange or market system upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Board may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A of the Code.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

13. M ISCELLANEOUS P ROVISIONS . 13.1 Repurchase Rights. Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other conditions and restrictions as determined by the Board in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

13.2 Provision of Information. At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made available to each Participant and purchaser of shares of Stock upon the exercise of an Award; provided, however, that this requirement shall not apply if all offers and sales of securities pursuant to the Plan comply with all applicable conditions of Rule 701 under the Securities Act. The Company shall not be required to provide such information to key persons whose duties in connection with the Company assure them access to equivalent information. The Company shall deliver to each Participant such disclosures as are required in accordance with Rule 701 under the Securities Act.

13.3 Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

13.4 Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan.

13.5 Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate form.

13.6 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

13.7 Retirement and Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards shall be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing such benefits.

13.8 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.

13.9 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary or appropriate.

13.10 Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law rules.

13.11 Stockholder Approval . The Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the “ Authorized Shares ” ) shall be approved by a majority of the outstanding securities of the Company entitled to vote by the later of (a) a period beginning twelve (12) months before and ending twelve (12) months after the date of adoption thereof by the Board or (b) the first issuance of any security pursuant to the Plan in the State of California (within the meaning of Section 25008 of the California Corporations Code). Awards granted prior to security holder approval of the Plan or in excess of the Authorized Shares previously approved by the security holders shall become exercisable no earlier than the date of security holder approval of the Plan or such increase in the Authorized Shares, as the case may be, and such Awards shall be rescinded if such security holder approval is not received in the manner described in the preceding sentence.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 10.5

ESCROW DEPOSIT AGREEMENT

This ESCROW DEPOSIT AGREEMENT (this “ Agreement ”), dated as of this day of 2015, by and among FILMON.TV NETWORKS INC. , a Delaware corporation (the “ Company ”), having an address at 338 N. Canon Drive, 3 rd Floor, Beverly Hills, California 90210, BURNHAM SECURITIES INC. (the “ Underwriter ”), a Delaware corporation, having an address at 18500 Von Karman Ave., Suite 560, Irvine, California 92612, and SIGNATURE BANK (the “ Escrow Agent ”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus incorporated in the Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission on September , 2015, in connection with the Company’s initial public offering of its shares of Common Stock, as amended or supplemented from time to time, including all exhibits thereto (the “ Prospectus ”).

W I T N E S S E T H :

WHEREAS , pursuant to the terms of the Prospectus, the Company desires to sell (the “ Offering ”) a minimum of $50,000,000 (the “ Minimum Amount ”) and a maximum of $100,000,000 (the “ Maximum Amount ”) of its shares of Common Stock (the “ Shares ”), plus up to an additional subscription allowance of $15,000,000 of Shares, with each Share being sold at a price of $ per Share;

WHEREAS, unless the Company sells the Minimum Amount and the Shares are listed for trading on the Nasdaq Capital Market on or before sixty (60) days after the date of the Prospectus (the “ Termination Date ”), the Offering shall terminate and all funds shall be returned to the subscribers in the Offering, and if the Minimum Amount and Nasdaq listing are satisfied, the Offering may continue until the Termination Date;

WHEREAS , the Company and Underwriter desire to establish an escrow account with the Escrow Agent into which the Company and Underwriter shall instruct subscribers introduced to the Company by Underwriter (the “ Subscribers ”) to deposit checks and other instruments for the payment of money made payable to the order of “Signature Bank as Escrow Agent for FilmOn.TV Networks Inc.,” and the Escrow Agent is willing to accept said checks and other instruments for the payment of money in accordance with the terms hereinafter set forth;

WHEREAS , the Company, as issuer, and Underwriter, as the sole book-running manager, represent and warrant to the Escrow Agent that they will comply with all of their respective obligations under applicable federal and state securities laws and regulations with respect to sale of the Offering;

WHEREAS , the Company and Underwriter represent and warrant to the Escrow Agent that they have not stated to any individual or entity that the Escrow Agent’s duties will include anything other than those duties stated in this Agreement; and

Escrow Deposit Agreement

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

WHEREAS , the Company and Underwriter warrant to the Escrow Agent that a copy of each document that has been delivered to Subscribers and third parties that includes the Escrow Agent’s name and duties has been attached hereto as Schedule I .

NOW, THEREFORE, IT IS AGREED as follows: 1. Delivery of Escrow Funds . (a) The Underwriter and the Company shall instruct Subscribers to deliver to the Escrow Agent checks made payable to the order of “Signature Bank, as Escrow Agent for FilmOn.TV Networks Inc.,” or wire transfer to Signature Bank, ABA No. 026013576, 261 Madison Avenue, New York, New York 10016, for credit to Signature Bank, as Escrow Agent for FilmOn.TV Networks Inc., Account No. , in each case with the name and address of the individual or entity making payment. In the event any Subscriber’s address is not provided to Escrow Agent by the Subscriber, then the Company agrees to promptly provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non-interest-bearing account at Signature Bank entitled “FilmOn.TV Networks Inc., Signature Bank, as Escrow Agent” (the “ Escrow Account ”).

(b) The collected funds deposited into the Escrow Account are referred to as the “ Escrow Funds .”

(c) The Escrow Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account. If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of the Escrow Agent shall be to return the check to the Subscriber and advise the Company and Underwriter promptly thereof.

2. Release of Escrow Funds . The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company and Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “ Termination Notice ”), the Escrow Agent shall promptly return the funds paid by each Subscriber to said Subscriber without interest or offset.

(b) Provided that the Escrow Agent does not receive the Termination Notice in accordance with Section 2(a) and there is the Minimum Amount deposited into the Escrow Account and the Company satisfies the listing conditions to trade the Shares on the Nasdaq Capital Market on or prior to the Termination Date, the Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Escrow Funds in accordance with such written instructions, which instructions shall be limited to the payment of the Underwriter’s fee and other offering expenses and the payment of the balance to the Company. Such payment or payments shall be made by wire transfer within one (1) Business Day of receipt of such written instructions, which must be received by the Escrow Agent no later than 3:00 p.m., Eastern Time, on a Business Day for the Escrow Agent to process such instructions that Business Day.

2 Escrow Deposit Agreement

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(c) If by 3:00 p.m., Eastern time, on the Termination Date, the Escrow Agent has not received written instructions from the Company and Underwriter regarding the disbursement of the Escrow Funds and the total amount of the Escrow Funds is less than the Minimum Amount or the Nasdaq listing conditions have not been satisfied, then the Escrow Agent shall promptly return the Escrow Funds to the Subscribers without interest or offset. The Escrow Funds returned to each Subscriber shall be free and clear of any and all claims of the Escrow Agent.

(d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.

(e) If the Termination Date or any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to take action is not a Business Day, then such date shall be the Business Day that immediately precedes that date. A “ Business Day ” is any day other than a Saturday, Sunday or a Bank holiday.

3. Acceptance by Escrow Agent . The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that: (a) The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated by Underwriter or the Company to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of each individual authorized to act singly on behalf of the Company and Underwriter are stated in Schedule II , which is attached hereto and made a part hereof. The Company and Underwriter may each remove or add one or more of its authorized signers stated on Schedule II by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include the true signature for any new authorized signatories.

(b) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.

(c) The Underwriter and the Company agree to indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to this Escrow Agreement unless caused by the Escrow Agent’s gross negligence or willful misconduct.

(d) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.

3 Escrow Deposit Agreement

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(e) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected and are available for withdrawal.

4. Escrow Account Statements and Information . The Escrow Agent agrees to send to the Company and/or the Underwriter a copy of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing account statements to its non- escrow clients and to also provide the Company and/or Underwriter, or their designee, upon request other deposit account information, including Escrow Account balances, by telephone or by computer communication, to the extent practicable. The Company and Underwriter agree to complete and sign all forms or agreements required by the Escrow Agent for that purpose. The Company and Underwriter each consent to the Escrow Agent’s release of such Escrow Account information to any of the individuals designated by Company or Underwriter, which designation has been signed in accordance with Section 3(a) by any of the persons in Schedule II . Further, the Company and Underwriter have an option to receive e- mail notification of incoming and outgoing wire transfers. If this e-mail notification service is requested and subsequently approved by the Escrow Agent, the Company and/or Underwriter agrees to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and agreements required for such service. The Company and Underwriter each consent to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s liability for failure to comply with this section shall not exceed the cost of providing such information.

5. Resignation and Termination of the Escrow Agent . The Escrow Agent may resign at any time by giving thirty (30) days’ prior written notice of such resignation to Underwriter and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold as depositary the Escrow Funds that it receives until the end of such thirty (30)-day period. In such event, the Escrow Agent shall not take any action, other than receiving and depositing Subscribers checks and wire transfers in accordance with this Agreement, until the Company has designated a banking corporation, trust company, attorney or other person as successor. Upon receipt of such written designation signed by Underwriter and the Company, the Escrow Agent shall promptly deliver the Escrow Funds to such successor and shall thereafter have no further obligations hereunder. If such instructions are not received within thirty (30) days following the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending the appointment of a successor. In either case provided for in this section, the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds.

6. Termination . The Company and Underwriter may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least thirty (30) days from the date of such notice. In the event of such termination, the Company and Underwriter shall, within thirty (30) days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by the Company and Underwriter, turn over to such successor escrow agent all of the Escrow Funds; provided , however , that if the Company and Underwriter fail to appoint a successor escrow agent within such thirty (30) day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement.

4 Escrow Deposit Agreement

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

7. Investment . All funds received by the Escrow Agent shall be held only in non-interest bearing bank accounts at Escrow Agent.

8. Compensation . The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $4,000, which fee shall be paid by the Company upon the signing of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorney’s fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts to be paid directly at any such closing.

9. Notices . All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below: If to Underwriter: Burnham Securities Inc. 18500 Von Karman Ave., Suite 560 Irvine, California 92612 Attention: Mr. Daniel J. McClory, Managing Director Fax: (949) 390-9579

5 Escrow Deposit Agreement

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

If to the Company: FilmOn.TV Networks Inc. 338 N. Canon Drive, 3 rd Floor Beverly Hills, California 90210 Attention: Mr. Alkiviades (Alki) David, Chairman and Chief Executive Officer Fax: (310) 861-1059

If to Escrow Agent: Signature Bank 261 Madison Avenue New York, New York 10016 Attention: Mr. Cliff Broder, Group Director and Senior Vice President Fax: (646) 822-1359

10. General .

(a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder shall be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated by this Agreement.

(b) This Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements and understandings relating thereto.

(c) All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto, as well as their respective successors and assigns.

(d) This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent.

(e) If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.

6 Escrow Deposit Agreement

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

IN WITNESS WHEREOF , the parties have duly executed this Agreement as of the date first set forth above.

FILMON.TV NETWORKS INC.

By: Name: Title:

BURNHAM SECURITIES INC.

By: Name: Title:

SIGNATURE BANK

By: Name: Title:

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit A

FORM OF ESCROW RELEASE NOTICE

Date: , 201

Signature Bank 261 Madison Avenue New York, New York 10016 Attention: Mr. Cliff Broder, Group Director and Senior Vice President

Dear Sirs: In accordance with the terms of Section 2(b) of an Escrow Agreement dated as of , 2015 (the “Escrow Agreement”), by and between FilmOn.TV Networks Inc. (the “Company”), Burnham Securities Inc. (the “Underwriter”), and Signature Bank (the “Escrow Agent”), the Company and Underwriter hereby notify the Escrow Agent that the closing will be held on for gross proceeds of $ .

PLEASE DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions attached):

FilmOn.TV Networks Inc.: $

Burnham Securities Inc.: $

Very truly yours,

FILMON.TV NETWORKS INC.

By: Name: Title:

BURNHAM SECURITIES INC.

By: Name: Title:

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

EXHIBIT 10.6

FILMON.TV NETWORKS INC.

SUBSCRIPTION AGREEMENT

The undersigned (the “ Investor ”) hereby confirms its agreement with FilmOn.TV Networks Inc., a Delaware corporation (the “ Company ”), as follows:

1. This Subscription Agreement, including the Terms and Conditions for Purchase of Securities attached hereto as Annex I (collectively, this “ Agreement ”) is made as of the date set forth below between the Company and the Investor.

2. The Company has authorized the sale and issuance to certain investors of a minimum of and up to a maximum of authorized and unissued shares (the “ Shares ”) of its common stock, par value $0.0001 per share (the “ Common Stock ”), at an initial public offering price of $ per Share (the “ Purchase Price ”).

3. The offering and sale of the Shares (the “ Offering ”) are being made pursuant to (1) an effective Registration Statement on Form S-1, File No. 333- (the “ Registration Statement ”) filed under the Securities Act of 1933, as amended (the “ Securities Act ”), and by the Company with the U.S. Securities and Exchange Commission (the “ Commission ”) (including the preliminary prospectus contained therein (the “ Preliminary Prospectus ”)), and (2) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act), that have been filed with the Commission and delivered to the Investor on or prior to the date hereof (the “ Issuer Free Writing Prospectus ”), containing certain supplemental information regarding the Shares, the terms of the Offering and the Company, and (3) a final prospectus (the “ Prospectus ”) that has been or will be filed with the Commission and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the Commission).

4. The Company and the Investor agree that at the Closing (as defined in Section 3.1 of Annex I ), the Investor will purchase from the Company and the Company will issue and sell to the Investor the Shares set forth below for the aggregate Purchase Price set forth below. The Shares shall be purchased pursuant to the Terms and Conditions for Purchase of Securities attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten by the Underwriter (the “ Underwriter ”) named in the Prospectus.

5. The manner of settlement of the Shares purchased by the Investor shall be determined by such Investor as follows ( check one ):

[ ] A. Delivery by crediting the account of the Investor’s prime broker (as specified by such Investor on Exhibit A annexed hereto) with the Depository Trust Company (“ DTC ”) through its Deposit/Withdrawal At Custodian (“ DWAC ”) system, whereby Investor’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number, and released by DTC, the Company’s transfer agent (the “ Transfer Agent ”), at the Company’s direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(I) DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND

(II) REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE

SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT: Bank Name: Signature Bank ABA Number: A/C Name: Signature Bank, as Escrow Agent for FilmOn.TV Networks Inc. A/C Number: FBO: Investor Name: Social Security Number or Employer Identification Number: —OR—

[ ] B. Delivery versus payment (“ DVP ”) through DTC (i.e., on the Closing Date, the Company shall issue Shares registered in the Investor’s name and address as set forth below and released by the Transfer Agent directly to the account(s) at Burnham Securities Inc. (the “ Underwriter ”) identified by the Investor; upon receipt of such Shares, the Underwriter shall promptly electronically deliver such Shares to the Investor, provided, that not later than the date that is one (1) business day prior to the Closing Date, payment shall be made by the Underwriter by wire transfer to an Escrow Account). NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:

(I) NOTIFY AGENT OF THE ACCOUNT OR ACCOUNTS AT THE UNDERWRITER TO BE CREDITED WITH THE

SHARES BEING PURCHASED BY SUCH INVESTOR, AND

(II) CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT THE UNDERWRITER TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR.

IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

6. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a member of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) or an Associated Person (as such term is defined under the FINRA’s NASD Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified in a public filing made with the Commission) of which the Investor is a part in connection with the Offering, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. Exceptions: (If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)

7. The Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) the Preliminary Prospectus which is a part of the Company’s Registration Statement, the documents incorporated by reference therein and any free writing prospectus (collectively, the “ Disclosure Package ”), prior to or in connection with the receipt of this Agreement. The Investor acknowledges that, prior to the delivery of this Agreement to the Company, the Investor will receive certain additional information regarding the Offering, including pricing information (the “ Offering Information ”). Such information may be provided to the Investor by any means permitted under the Securities Act, including the Prospectus, a free writing prospectus and oral communications.

8. No offer by the Investor to buy Shares will be accepted and no part of the Purchase Price will be delivered to the Company until the Investor has received the Offering Information and the Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company (or Agent on behalf of the Company) sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Investor has been delivered the Offering Information and this Agreement is accepted and countersigned by or on behalf of the Company.

Number of Shares:

Purchase Price per Share: $

Aggregate Purchase Price: $

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES

1. Authorization and Sale of the Shares . Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

2. Agreement to Sell and Purchase the Shares; Underwriter .

2.1 At the Closing (as defined in Section 3.1 ), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Securities are attached as Annex I (the “ Signature Page ”) for the aggregate purchase price therefor set forth on the Signature Page.

2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “ Other Investors ”) and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “ Agreements .”

2.3 Investor acknowledges that the Company has agreed to pay Burnham Securities Inc. (the “ Underwriter ”) a fee (the “ Underwriting Fee ”) and to reimburse the Underwriter for certain expenses in respect of the sale of the Shares to the Investor, to make certain other payments to the Underwriter (the “ Advisory Fee ”) and to deliver certain warrants to the Underwriter (the “ Underwriter’s Warrants ”), all as set forth in the Preliminary Prospectus.

2.4 The Company has entered into an Underwriting Agreement, dated the date hereof (the “ Underwriting Agreement ”), with the Underwriter that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof.

3. Closings and Delivery of the Securities and Funds .

3.1 Closing . The completion of the purchase and sale of the Shares (the “ Closing ”) shall occur at a place and time (the “ Closing Date ”) to be specified by the Company and the Underwriter, and of which the Investors will be notified in advance by the Underwriter, in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). At the Closing, (a) the Company shall cause Depository Trust Company, the Company’s “ Transfer Agent ,” to deliver to the Investor the number of Shares purchased by the Investor as set forth on the Signature Page registered in the name of the Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A , in the name of a nominee designated by the Investor, and (b) the aggregate purchase price for the Shares being purchased by the Investor will be delivered by or on behalf of the Investor to the Company.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

3.2 Conditions to the Obligations of the Parties .

(a) Conditions to the Company’s Obligations . The Company’s obligation to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date, all as set forth in this Annex I and in the Subscription Agreement to which it is attached.

(b) Conditions to the Investor’s Obligations . The Investor’s obligation to purchase the Shares will be subject to the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Underwriting Agreement, and to the condition that the Underwriter shall not have: (a) terminated the Underwriting Agreement pursuant to the terms thereof or (b) determined that the conditions to the closing in the Underwriting Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any Other Investor of the Shares that such Other Investor has agreed to purchase from the Company, but are explicitly conditioned on the purchase by Investors and sale by the Company of not less than Shares in the offering. The Investor understands and agrees that, in the event that the Underwriter in its sole discretion determines that the conditions to closing in the Underwriting Agreement have not been satisfied or if the Underwriting Agreement may be terminated for any other reason permitted by such Underwriting Agreement, then the Underwriter may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 13 below.

3.3 Delivery of Funds .

(a) DWAC Delivery . If the Investor elects to settle the Shares purchased by such Investor through DTC’s Deposit/Withdrawal at Custodian (“ DWAC ”) delivery system, no later than one (1) business day after the execution of this Agreement by the Investor and the Company , the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following Escrow Account designated by the Company: Bank Name: ABA Number: A/C Name: A/C Number: FBO: Investor Name: Social Security Number or Employer Identification Number:

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

3.4 Delivery of Shares .

(a) DWAC Delivery . If the Investor elects to settle the Shares purchased by such Investor through DTC’s DWAC delivery system, no later than one (1) business day after the execution of this Agreement by the Investor and the Company , the Investor shall direct the broker-dealer at which the account or accounts to be credited with the Shares being purchased by such Investor are maintained, which broker/dealer shall be a DTC participant, to set up a DWAC instructing the Transfer Agent to credit such account or accounts with the Shares. Such DWAC instruction shall indicate the settlement date for the deposit of the Shares, which date shall be provided to the Investor by the Underwriter. Upon the closing of the Offering, the Company shall direct the Transfer Agent to credit the Investor’s account or accounts with the Shares pursuant to the information contained in the DWAC.

(b) Delivery Versus Payment through The Depository Trust Company . If the Investor elects to settle the Shares purchased by such Investor by delivery versus payment through DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company , the Investor shall notify the Underwriter of the account or accounts at the Underwriter to be credited with the Shares being purchased by such Investor. On the Closing Date, the Company shall deliver the Shares to the Investor through DTC directly to the account(s) at the Underwriter identified by Investor. Upon receipt of such Shares, the Underwriter shall promptly electronically deliver such Shares to the Investor, and simultaneously therewith payment shall be made by the Underwriter by wire transfer to the Company.

4. Representations, Warranties and Covenants of the Investor .

The Investor acknowledges, represents and warrants to, and agrees with, the Company and the Underwriter that: 4.1 The Investor (a) has answered all questions in this Subscription Agreement, including this Annex I and the Investor Questionnaire in Exhibit A , and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (b) in connection with its decision to purchase the Shares set forth in the Subscription Agreement, has received and is relying only upon the Disclosure Package and the documents incorporated by reference therein and the Offering Information. 4.2(a) No action has been or will be taken in any jurisdiction outside the United States by the Company or the Underwriter that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares in any jurisdiction outside the United States where action for that purpose is required, (b) if the Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense and (c) the Underwriter is not authorized to make and has not made any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Shares, except as set forth or incorporated by reference in the Preliminary Prospectus, the Prospectus or any free writing prospectus.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

4.3(a) The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or contribution that may violate the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). 4.4 The Investor understands that nothing in this Agreement, the Preliminary Prospectus, the Disclosure Package, the Offering Information, the Prospectus or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares.

5. Survival of Representations, Warranties and Agreements; Third Party Beneficiary . Notwithstanding any investigation made by any party to this Agreement or by the Underwriter, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and the payment therefor. The Underwriter shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

6. Notices . All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed, and (iv) if delivered by facsimile, upon electronic confirmation of receipt and will be delivered and addressed as follows: (a) if to the Company, to : FilmOn.TV Networks Inc. 338 N. Canon Drive, Third Floor Beverly Hills, California 90210 Facsimile: (310) 861-1059 Attention: Mr. Alki David, Chairman and Chief Executive Officer

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

with a copy (which shall not constitute notice) to each of: Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Facsimile: (212) 451-2222 Attention: Spencer G. Feldman, Esq. Burnham Securities Inc. 18500 Von Karman Avenue, Suite 560 Irvine, CA 92162 Facsimile: (949) 390-9579 Attention: Mr. Daniel J. McClory, Managing Director, Investment Banking

(b) if to the Investor, at its address on the Signature Page hereto, or at such other address or addresses as may have been furnished to the Company in writing.

7. Changes . This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.

8. Headings . The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.

9. Severability . In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

10. Governing Law . This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.

11. Counterparts . This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when taken together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. The Company and the Investor acknowledge and agree that the Company shall deliver its counterpart to the Investor along with the Prospectus (or the filing by the Company of an electronic version thereof with the Commission).

12. Confirmation of Sale . The Investor acknowledges and agrees that such Investor’s receipt of the Company’s signed counterpart to this Agreement, together with the Prospectus (or the filing by the Company of an electronic version thereof with the Commission), shall constitute written confirmation of the Company’s sale of the Shares to such Investor.

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EXHIBIT A

FILMON.TV NETWORKS INC.

INVESTOR QUESTIONNAIRE

Pursuant to Section 3 of Annex I to the Agreement, please provide us with the following information:

1. The exact name that your Shares are to be registered in. You may use a nominee name if appropriate: 2. The relationship between the Investor and the registered holder listed in response to item 1 above: 3. The mailing address of the registered holder listed in response to item 1 above: 4. The Social Security Number or Tax Identification Number of the registered holder listed in the response to item 1 above: 5. Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained): 6. DTC Participant Number: 7. Name of Account at DTC Participant being credited with the Shares: 8. Account Number at DTC Participant being credited with the Shares:

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Exhibit 10.7

BUSINESS PARTNERSHIP AGREEMENT

This Business Partnership Agreement (this “ Agreement ”) is entered into as of August 1, 2012 (“ Effective Date ”) by and between Lenovo (Singapore) Pte Ltd. (“ Lenovo ”) a company organized and existing under the laws of Singapore with its office located at 151, Lorong Chuan, #02- 01, New Tech Park, Singapore 556741, and FilmOn.TV Networks (“ Partner ” or “ FilmOn ”) a company organized and existing under the laws of Delaware with its office located at 301 N. Canon Drive, Suite 208, Beverly Hills, CA 90210. Each of Lenovo and Partner is referred to herein as a “ Party ” and are collectively referred to herein as the “ Parties ”.

WHEREAS, Partner is in the business of providing subscription internet television and video-on-demand services (“ Service(s) ”) to consumers;

WHEREAS, Lenovo is in the business of developing, manufacturing and marketing various personal computer and Android products;

WHEREAS, Partner and Lenovo desire to enter into this Agreement setting forth the terms pursuant to which Partner will offer software for Lenovo End Users which may be preloaded on or downloaded for use on certain Lenovo Products and may be offered through the Lenovo App Store;

WHEREAS, Partner owns certain trademarks and service marks, to be identified by Partner (the “ Licensed Marks ”), for use in connection with Partner’s software; and

WHEREAS, Lenovo wishes to use the Licensed Marks in connection with the terms and conditions set forth herein, and Partner is willing to grant Lenovo a license to use the Licensed Marks under these terms and conditions.

NOW, THEREFORE, subject to the terms and conditions set forth herein, the parties intending to be mutually bound, hereby agree as follows:

1. Definitions. 1.1 “ Affiliates ” means entities that control, are controlled by, or are under common control with, a Party to this Agreement.

1.2 “ Bundled System ” means a Lenovo Product which includes the Software in accordance with the terms of this Agreement.

1.3 “ Content ” means the video offerings on the FilmOn website. Content includes, but is not limited to, the internet television channels and video on demand FilmOn offerings.

1.4 “ Electronic Self-Help ” means a process where Partner electronically disables, removes, or otherwise prevents the use of its software product without the End User’s cooperation or consent.

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1.5 “ Deliverables ” means items that Partner prepares for or provides to Lenovo as described in this Agreement and any relevant attachments, appendices or exhibits specifically referenced in this Agreement. Deliverables include Software.

1.6 “ End User ” means an end-user (not a reseller or sub-licensor) of a Lenovo Product.

1.7 “ Harmful Code ” means any computer code, programming instruction, or set of instructions (including without limitation, self-replicating and self propagating programming instructions commonly called viruses and worms) with the ability to damage, interfere, or otherwise adversely affect computer programs, data files, or hardware, without the consent or intent of the computer user.

1.8 “ Lenovo App Store ” means the online software store that is accessible via web browsers and through Lenovo’s proprietary store application that runs on Lenovo Products. Such software store enables visitors to view a catalog of software products, including, but not limited to, applications, systems, utilities, images, text files, sound files and data (“ App Store Offerings ”) and to download, register and purchase licenses to use such App Store Offerings. Partner will publish Software on such store for updates and the sale of “upsell Software” as agreed to herein and subject to the terms and conditions of the Lenovo App Store.

1.9 “ Lenovo Product ” means categories of Lenovo products which may include Lenovo branded personal computer products (including, but not limited to, desktop and notebook computers, etc.) and Android devices.

1.10 “ Partner Material(s) ” means Partner Licensed Marks, Software, Content, Service and Partner Sites as described in Exhibit A .

1.11 “ Partner Sites ”, means the Internet websites located as of the Effective Date at the uniform resource location identified in Exhibit A and related pages (and any successors, replacements or additions thereto).

1.12 “ Personal Data ” means any information that is processed for Lenovo that may identify an individual.

1.13 “ Personnel ” means agents, employees or subcontractors engaged or appointed by Lenovo or Partner.

1.14 “ Software ” means the Partner-branded software and products, as described in Exhibit A. Software includes the Content, Service and Updates.

1.15 “ Term ” means the duration of this Agreement, commencing on the Effective Date.

1.16 “ Territory ” refers to countries and territories identified in Exhibit A.

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1.17 “ Updates ” means maintenance releases (e.g., containing bug fixes or other minor improvements) which are developed and commercially released by Partner or its authorized contractors during the Term.

2. Grant of Usage Rights . During the Term, Partner grants to Lenovo and its Affiliates, a nonexclusive, royalty-free, non-transferable license to use, execute, preload, reproduce, and distribute copies of the Deliverables. This license includes the right of Lenovo to sublicense such rights to its subcontractors, distributors, resellers and service providers for the purpose of Lenovo fulfilling its obligations and exercising its rights under this Agreement.

3. Trademark License. 3.1 License Grant .

A. Partner hereby grants to Lenovo and its Affiliates a royalty-free, fully-paid, non-transferable, non-exclusive right and license for the duration of the Term to use the Licensed Marks in connection with the Software, and in combination with Lenovo’s trademarks and trade names. Lenovo agrees to comply with Partner’s brand usage guidelines as set forth in Exhibit D . Notwithstanding the foregoing, Partner shall continue to have the right to license, use, and exploit the Licensed Marks.

B. Lenovo recognizes the value of the goodwill associated with the Licensed Marks and acknowledges that the Licensed Marks and all rights therein and all goodwill pertaining thereto belong exclusively to Partner, and that all goodwill that may accrue in the Licensed Marks as a results of Lenovo’s use thereof shall inure to Partner’s benefit.

C. Lenovo acknowledges the validity of the Licensed Marks and agrees that it has no right, title or interest in or to the Licensed Marks other than the rights explicitly licensed to Lenovo in this Agreement. Lenovo acknowledges that this Agreement is limited to the Licensed Marks and does not give Lenovo any rights in any other trademarks, service marks, logos, or trade names that Partner owns, uses, or claims to own or use now or in the future.

4. Additional Obligations of the Parties. 4.1 Partner Obligations .

A. Support Obligations. At a minimum, Partner shall provide at Partner’s expense, the same support options for the Software to End Users as it makes generally available to all its end users. Partner shall maintain an adequate number of qualified personnel to provide customer support to End Users for Software in a timely and knowledgeable fashion. Partner’s support obligations with respect to Lenovo and End Users shall be more fully defined in Exhibit C . Except as expressly provided herein, Lenovo will be solely responsible for providing all support and maintenance and repairs to End Users with respect to the Lenovo Products.

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4.2 Joint Obligations .

A. Testing . Lenovo and Partner agree to work together to define the Software requirements including, but not limited to, which Content and Services are and are not included (“ Lenovo Software Requirements ”). Upon Partner’s completion of any revisions that may be required to the Software to comply with the Lenovo Software Requirements, Partner shall deliver the final or golden Deliverables which includes Software to Lenovo. Upon delivery of the final Deliverables, Lenovo shall inspect, test and evaluate Software to determine whether the Software satisfies the acceptance criteria in accordance with Lenovo procedures.

If the Software does not satisfy the acceptance criteria, Lenovo shall give Partner written notice stating why the Software is unacceptable. Partner shall promptly upon receipt of such notice work to correct the deficiencies. Upon the corrected Software being delivered to Lenovo they shall then inspect, test and reevaluate the Software. If the Software still does not satisfy the acceptance criteria, Partner shall have the option of either: (1) repeating the procedure set forth above, or (2) terminating this Agreement pursuant to the section of this Agreement entitled “Termination . ” If Lenovo does not give written notice to Partner that the Software does not satisfy the acceptance criteria, Lenovo shall be deemed to have accepted the Software upon thirty (30) days from delivery of the Software. Lenovo shall continue to inspect the Software on an ongoing basis to ensure that Software continues to comply with Lenovo’s acceptance criteria.

B. Lenovo App Store . Lenovo shall introduce Partner to the Lenovo or third party entity operating the Lenovo App Store for purposes of including the Software and Updates in the Lenovo App Store. Partner will contract with the party operating the Lenovo App Store for (1) distribution of Updates, unless otherwise defined in Exhibit A and (2) the sale of “upsell” Software as defined in Exhibit A, subject to the terms and conditions of the Lenovo App Store.

Lenovo and Partner agree to jointly explore additional business opportunities to offer Partner products in the Lenovo App Store.

5. Marketing Activities. 5.1 Partner Materials shall not contain or promote any (i) sexually explicit adult entertainment or product, (ii) viruses, worms, Trojans, error files, password cracking programs, malware or any program that might compromise security or privacy for the End Users (iii) firearms or tobacco product, (iv) federally regulated drug or narcotic, (v) religious faith or service, (vi) service or product that does not comply with applicable laws, rules, or regulations, (vii) racial, heinous or defamatory content or (viii) any other item that Lenovo reasonably believes might damage Lenovo’s brand or reputation.

5.2 Co-Marketing . The Parties agree to jointly develop marketing and sales strategies with respect to the marketing of the Software in the Territory. Partner will participate in mutually agreed upon and approved Lenovo Product launch-related events and announcements

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5.3 Either Party may request from the other Party permission to identify the other as a partner and include the other Party’s logo and screenshots in marketing materials and/or in a section of its web site, such permission may be granted or withheld, in the other Party’s sole discretion, in each instance. Except for disclosures mutually approved, neither Party will disclose to any third party the existence of the relationship between the Parties, either implied or otherwise, nor will either Party publicly disclose any aspect or information in connection with such relationship or Agreement, without the prior written approval of the other Party.

6. Fees, Payment and Reporting 6.1 All payments and reporting terms shall be in accordance with Exhibit B .

6.2 Partner is solely responsible for all taxes assessed against any payments to Lenovo under this Agreement, except for taxes solely calculated on Lenovo’s income.

7. Representations and Warranties. 7.1 Mutual Warranties . Each Party hereby represents and warrants that: (a) it has full corporate power and authority to enter into and perform this Agreement, and no contract, agreement, promise, undertaking or other fact or circumstance will prevent the full execution and performance of this Agreement by it; and (b) it is duly organized and in good standing in the country or state of its formation.

7.2 Warranty of Title . Partner represents and warrants that: (a) it has and shall maintain full authority to license the Software to Lenovo hereunder; and (b) the Software does not and will not infringe upon and is free from any claim by any third party of infringement of any proprietary right of any third party.

7.3 Performance Warranty . Partner represents and warrants that the Software, as delivered, will be free from material defects. In the event Lenovo discovers that the Software fails to conform with the foregoing warranty, Lenovo shall promptly notify Partner and provide Partner with all available information in written or electronic form so that Partner can verify such non-conformance. Lenovo’s sole remedy and Partner’s sole obligation with respect to a breach of this Section 7.3 shall be to undertake reasonable commercial efforts to repair or replace the Software in order to correct such non-conformance.

7.4 Third Party Software . Partner has disclosed to Lenovo in writing the existence of any third party code, including without limitation open source code, that is included in or is provided in connection with the Software and that Partner and the Partner Materials are in compliance with all licensing agreements applicable to such third party code.

7.5 Harmful Code and Electronic Self-Help . Partner represents and warrants that the Software does not contain Harmful Code, and Partner and the Software will not engage in Electronic Self-Help.

7.6 Partner will comply with all applicable data privacy laws and otherwise protect Personal Data and will not use, disclose, or transfer across borders Personal Data except as necessary to perform under this Agreement and pursuant to the terms of a separate

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confidentiality agreement signed by the Parties. Partner will protect the privacy and legal rights of End Users. If the End Users provide Partner with, or Partner Materials access or use, user names, passwords, or other login information or personal information, Partner must make the End Users aware that the information will be available to Partner Materials, and Partner must provide legally adequate privacy notice and protection for those End Users. Further, Partner Materials may only use that information for the limited purposes for which the End User has given Partner permission.

7.7 Partner understands and will comply fully with all applicable laws, regulations, government orders, and the like;

7.8 Partner warrants that its marketing materials describing Software and Services are true, and Lenovo, Lenovo Affiliates, and their customers may rely on such claims in creating their own marketing materials for the Products and Services;

7.9 Disclaimer . EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, PARTNER HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SOFTWARE. PARTNER SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON- INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, PARTNER DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM BUGS OR THAT ITS USE WILL BE UNINTERRUPTED, OR REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE, OR REGARDING THE ACCURACY OR RELIABILITY OF THE SOFTWARE.

8. Exchange of Confidential Information . The Parties will not publicize the terms of this Agreement, or the relationship, without prior written consent of the other Party except as may be required by law, provided the Party publicizing obtains any confidentiality treatment available. Partner will use information regarding this Agreement only in the performance of this Agreement. Partner will obtain agreement from its employees and entities allowing Lenovo to receive and use information Partner may provide Lenovo about those employees and entities if that information is governed by privacy laws or other non-disclosure agreements. Other than the foregoing, all information exchanged in connection with this Agreement is non-confidential unless exchanged pursuant to the terms of Confidentiality Agreement # L505-0079-02 as executed by Parties and attached as Exhibit E hereto.

9. Indemnification. 9.1 Proprietary Rights Indemnity .

A. Partner shall defend, indemnify and hold Lenovo, Lenovo Affiliates its directors, officers, employees, and agents harmless from and against any claims, demands, suits and costs, including reasonable attorneys fees, arising out of any third

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party claim that the Software infringes any intellectual property right of another, or that the Software misappropriates any trade secret; provided that Partner: (i) is promptly notified of any and all threats, claims and proceedings related thereto, (ii) is given reasonable assistance and the full cooperation of Lenovo, and (iii) controls the defense and all negotiations and decisions regarding a settlement or compromise. Partner will not be responsible for any settlement it does not approve in writing. Additionally, in the event of such a claim of infringement, Partner shall, at its expense: (i) modify the Software to be non-infringing with equivalent or better functionality; (ii) obtain for Lenovo a license to continue using the Software, or (iii) terminate this Agreement as to the infringing Software.

B. Notwithstanding the foregoing. Partner shall have no obligation under Section 9.1 if any claim of infringement is based on: (a) modification of the Software that is not performed or authorized by Partner; (b) the combination or use of the Software, or any portion thereof, by Lenovo with other products, processes or materials not supplied by Partner, but only if such combination was not reasonably foreseeable and only if the infringement would have been avoided in the absence of the combination; (c) Lenovo’s continued allegedly infringing activity after being notified of a claim of infringement or of modifications available from Partner that would avoid the alleged infringement, however, Partner’s obligations under Section 9.1 will continue up and to the point of fifteen (15) days after delivery of such notice; or (d) where Lenovo’s use of the Software is not strictly in accordance with the terms of this Agreement but only if such claim of infringement could have occurred due to Lenovo’s usage of the Software not in accordance with the terms of the Agreement.

9.2 General Indemnity . Partner hereto will indemnify and hold harmless Lenovo from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, legal fees and expenses) (collectively, ‘‘Losses” and individually, a “ Loss ”) suffered or incurred by Lenovo to the extent arising from any third party claims related to any breach of any representation or warranty of Partner contained in this Agreement or any third party claims related to any breach by Partner or any third party claims related to any failure by Partner to fulfill, any covenant or agreement contained herein. No claim for indemnification pursuant to this Section 9.2 based on the breach of a representation or warranty may be asserted after the expiration or termination of this Agreement, except to the extent that such claim is based on fraud in which case it may be asserted at any time prior to the expiration of the statute of limitations applicable thereto.

10. Limitation on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR PARTNER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE, LOST PROFITS, LOST CLIENTS OR BUSINESS INTERRUPTION) ARISING OUT OF ANY PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OR NOT OF THE POSSIBILITY OF SUCH DAMAGES. LENOVO SHALL NOT BE LIABLE FOR GREATER THAN THE AMOUNT PAID TO LENOVO UNDER THE AGREEMENT.

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11. Term and Termination. 11.1 Term . The Term of this Agreement commences on the Effective Date and shall continue for twenty-four (24) months from the Effective Date “ Initial Term ”. This Agreement will renew for an additional term of one (1) year upon the first anniversary of the Effective Date and each anniversary thereafter, unless either Party notifies the other Party in writing of its intent not to renew at least sixty (60) days prior to the end of the Initial Term or then current renewal term.

11.2 Termination for Material Breach . Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party, if the other Party breaches a material provision of this Agreement unless the breach is cured within such thirty (30) day period, or, if the breach cannot be so cured, diligent efforts to effect such cure are commenced during that period.

11.3 Wind Down Period . Any termination date shall be extended for one hundred and twenty (120) days in order to allow distribution of Lenovo Products with the Software or Partner Licensed Marks or deliverables to be distributed. The provisions of this Agreement shall apply to any matter that is first raised after the end of the Term but that pertains to actions during the Term, subject to applicable statutes of limitation. For example, Partner’s payment obligations to Lenovo shall apply to all transactions during the Term including the 120 day extension referenced above, even if the accounting occurs after the end of the Term.

11.4 Termination for Other Events . Either Party may immediately terminate this Agreement upon written notice: (a) if a receiver is appointed for the other Party or its property; (b) if the other Party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business or makes an assignment for the benefit of its creditors; (c) as specifically allowed in Exhibit A of this Agreement; or (d) if any proceedings (whether voluntary or involuntary) are commenced against the other Party under any bankruptcy, insolvency or debtor’s relief law and such proceedings are not vacated or set aside within sixty (60) days from the date of commencement thereof.

12. Miscellaneous Provisions. 12.1 Prohibition Against Assignment . Except for Lenovo assignment to an Affiliate, a Party may not assign, assume, transfer or, except as permitted under Section 2 hereof, sublicense any obligations or benefit under this Agreement without the written consent of the other Party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

12.2 Notices and Requests . All notices, requests and other communications hereunder shall be in writing and shall be delivered in person or sent by nationally recognized overnight courier service to the address of the Party set forth on the signature page of this Agreement or to such other address designated in writing by the receiving Party. Unless otherwise provided, notice shall be effective on the date it is delivered in the case of hand delivery or two (2) business days after deposit with a nationally recognized overnight courier services, return receipt requested.

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12.3 Governing Law and Dispute Resolution . This Agreement will be governed by the laws of the State of New York. The Parties agree that any action to enforce any provision of this Agreement or arising out of or based upon this Agreement shall be brought in a state or federal court of competent jurisdiction in the State of New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Parties expressly waive any right to a jury trial regarding disputes related to this Agreement.

12.4 Entire Agreement . Upon execution by both Parties, this Agreement (including its exhibits) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals (oral or written), negotiations, conversations, or discussions between or among the Parties relating to the subject matter of this Agreement and all past dealing or industry custom. This Agreement shall not be modified except by a written instrument executed on behalf of Lenovo and Partner by their respective duly authorized representatives. This Agreement may be executed by facsimile signature and in two (2) or more counterparts, all of which taken together will constitute one and the same agreement.

12.5 Severability . In the event that any provision of this Agreement shall for any reason be held to be void, invalid, illegal, or unenforceable in any respect, such voidance, invalidity, illegality, or unenforceability shall not affect any other portion of this Agreement. In such event, the Parties agree that the invalid or unenforceable provision will be replaced by a mutually acceptable provision that comes closest to the original intent of the Parties.

12.6 Relationship of the Parties . Nothing in this Agreement will be construed to constitute either Party as the agent, employee or representative of the other Party and no joint venture or partnership will be created hereby. Neither Party will make or have the power or authority to act for, bind or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever.

12.7 No Waiver . No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

12.8 Force Majeure . Neither Party hereto shall be responsible for any failure to perform its obligations under this Agreement (other than obligations to pay money and confidentiality obligations under Section 8 above) to the extent such failure is caused by acts of God, war, revolutions, lack or failure of transportation facilities, failure of telecommunications partners, fire, laws or governmental regulations, actions by governmental authorities or other causes which are beyond the reasonable control of such Party.

12.9 Section Headings . The section headings used in this Agreement and the attached Exhibits are intended for convenience only and shall not be deemed to supersede or modify any provisions.

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12.10 Survival . The provisions set forth in the following Sections and Subsections of this Agreement will survive after termination or expiration of this Agreement and will remain in effect until fulfilled: “Grant of Usage Rights,” “Trademark License,” “Fees, Payment and Reporting”, “Lenovo’s Audit Rights” “Representations and Warranties”, “Indemnification”, “Limitation of Liability”, “Record Keeping and Audit Rights”, “Governing Law and Dispute Resolution,”, “Exchange of Confidential Information”, and “Miscellaneous Provisions”.

12.11 Compliance with Export Laws . Lenovo shall comply with all applicable export laws, restrictions and regulations of any United States or foreign agency or authority. Lenovo agrees that it shall not export or re-export, or allow the export or re-export of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any such laws, restrictions or regulations

12.12 Exhibits . The following Exhibits are incorporated into this Agreement by the first reference to each:

A. Exhibit A, Partner Responsibilities

B. Exhibit B, Payment and Reporting

C. Exhibit C, Support Service Requirements

D. Exhibit D, Partner Brand Usage Guidelines

E. Exhibit E, Confidentiality Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement or have caused this Agreement to be executed on their behalf as of the date first written above.

FILMON.COM INC. LENOVO (SINGAPORE) PTE LTD. By: /s/ Alki David By: /s/ Zhang Xihoyun Name: Alki David Name: Zhang Xihoyun Title: CEO Title: Procurement Senior Manager Date: Date: 9/27/2012

Address for notices: Address for notices: FilmOn.TV, Networks Inc Lenovo 301 N. Canon Drive., Suite 208 1009 Think Place Beverly Hills, CA 90210 USA Morrisville, NC 27560, USA Attn: Legal Department

Attn: Alki David With Copy To: Lenovo With email copy to: [email protected] 1009 Think Place Morrisville, NC 27560, USA Attn: James Stevens 919-294-2567 [email protected]

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EXHIBIT A

PARTNER RESPONSIBILITIES

1. Software . The following components are included in the FilmOn HDi Player Software – Flash and HTML5.

1.1 Software Description . Software includes the following features and Content:

• Virtual Cable Television – “Hybrid 1PTV” across 4-screen

– Cable television experience on any device

• Device Agnostic No App Required

– Just go to FilmOn.com, and start watching TV on any device

• Record Live TV

• User generated live broadcast, real-time voting and chatting

• 15,000 VOD Titles; 250,000+hours

– TV Pro-sports, Lifestyle, Special interest, Movies

• 250+ Channels, 150 Broadcast Channel Partners, 40 FilmOn Exclusive Channels

– Include Local TV in major cities worldwide, VOD, Pay per View, News, Sports, Fashion, Live Events, Music,

– Lenovo branded specific channels

• 50+ Branded Community Channels

• Custom FilmOn Branded Live TV Player

At Lenovo’s option, Partner shall customize the Software including, but not limited to branding, adding or deleting channels, Content, and configurations.

• Co-branded Software and/or Service is optional.

1.2 Software, Service and Content Changes .

A. Partner shall notify Lenovo at least 1 month before any material changes to any part of the Software or the advertising for the Content or Services are effective. Upon such notification, Lenovo shall review the proposed changes and determine if such changes are acceptable to be made to the Lenovo version of the Software. If Lenovo determines that any of the changes are not acceptable, Partner agrees not to incorporate such changes into the Lenovo version of the Software. If Lenovo has not responded within 10 business days to the notification, the proposed changes are deemed accepted.

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B. At any time during the Term, if Lenovo determines, in its sole discretion, that the Software, Service or Content is not acceptable, Lenovo may request a change to any part of the Software, Service or Content, and FilmOn agrees to make such changes. If FilmOn cannot make the changes that are required by Lenovo within a commercially reasonable amount of time, either Party may terminate the Agreement. Furthermore, Lenovo shall have the right to disable the Software and Service being offered by Lenovo to End Users upon notification to FilmOn of any changes required to the Software, Service or Content until such changes are completed. Such disablement shall not affect Software, Content or Services being provided to End Users who have current accounts with FilmOn.

2. Exclusivity . The following exclusivity terms shall apply for the Initial Term of the Agreement.

A. FilmOn Exclusivity . FilmOn agrees not to make the Software or the FilmOn Service available for distribution on any other to Windows personal computers or Android devices. This exclusivity provision shall not apply to any existing arrangements that FilmOn has for distribution on PCs or Android devices as of the Effective Date or future opportunities with USB sticks, OEM devices like WD, Roku, Lookee Tv, Omniverse TV, Showbox TV, Boxee, Samsung tablets, iOS devices, Apple TV and similar remain viable options for FilmOn.

B. Lenovo Exclusivity . Lenovo agrees that the FilmOn Software will be the exclusive linear or live TV provider preloaded on Lenovo Products. This exclusivity provision shall not apply to any existing arrangements as of the Effective Date that Lenovo has for linear or

live TV providers. Notwithstanding the foregoing, any future linear or live TV providers may be included through the FilmOn content delivery network.

C. If within twelve months from the second major Lenovo Product launch to ship with the Software, Lenovo has not shipped at least ten million (10,000,000) units of Lenovo Products (Windows 8 or Android) preloaded with the Software in a prominent premium position within the system start up, then FilmOn may terminate the exclusivity provisions in this Section 3.

3. Partner Licensed Marks . FilmOn.TV Inc.

4. Partner Sites . The FilmOn Virtual Cable TV network… an ever expanding array of FilmOn apps: iOs, Android, PC, Mac, Facebook et al and OEM distribution along with other set-top boxes offering as a content tier with others, e.g. Omniverse TV.

5. Territory . The Territory is worldwide.

6. Software Language Support . [PARTNER INPUT]

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EXHIBIT B

PAYMENT AND REPORTING

1. Revenue Sharing .

A. Partner agrees to pay revenue share to Lenovo at the rate of 15% of Partner’s gross revenue from advertising and from all sales of goods,

services and/or software to End Users, including all upgrades and upsells, except for promotional free trials. B. Partner agrees to pay revenue share to Lenovo at the rate of 50% of Partner’s net revenue from hardware sales to End Users, including

all upgrades and upsells. C. Revenue sharing payments shall be due and payable thirty (30) days after the last day of each calendar quarter in which the purchase

occurred.

2. Payments . All payments to Lenovo shall be in US dollars ($) and shall be sent, via wire transfer to the address set forth below.

Lenovo (Singapore) Pte Ltd Citibank NA, Singapore Bank Code / Branch ID: 7214 / 001 Account Number: 0-821313-015 Swift Code: CIT1SGSG

3. Reporting . Within fifteen (15) days following the last day of each calendar month, Partner shall provide Lenovo with a report, in Excel or a mutually agreed to electronic format, stating (i) the volume of Software purchased by End Users, (ii) the country of purchase, (iii) End User registration email and usage information, (iv) the type of Lenovo Product, (v) the Lenovo Product operating system platform, (vi) the purchase amount received by Partner for initial and repeat purchases, and (vii) the payment calculation. Quarterly reports shall be sent to [email protected], [email protected] and [email protected].

4. Lenovo’s Audit Rights . On not less than thirty (30) days prior notice and only once during any twelve month period, Lenovo may retain an independent certified public accountant to audit the relevant records during regular business hours at Partner’s offices, and make copies and extract thereof, solely to verify the amounts due and payable under this Agreement. The auditor may examine relevant records pertaining to any time period within the Term, provided that any particular relevant records may only be audited once. Lenovo shall pay the expenses of any such audit, unless such audit reveals that the amounts paid by Partner are less than 95% of amounts that Partner should have paid to Lenovo for the audited period; in the event of any such shortfall. Partner shall promptly pay the shortfall, including interest, as well as the reasonable costs of such audit. Lenovo’s right to audit the relevant records shall continue for a period of twenty-four months following the last date on which Lenovo is entitled to payment.

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EXHIBIT C

SUPPORT SERVICE REQUIREMENTS

1. Partner will (i) take primary responsibility for resolving any and all issues related to Software’s failure to perform in accordance with Partner’s stated functionality as reported by Lenovo; and (ii) lead/help any internal/external vendor for the investigation and fix.

2. End User Support. Partner shall provide support to End Users as described below;

• FilmOn customers can report a broken channel or send a customer service ticket and receive prompt assistance to address the

problem/issue.

• Partner will be responsible for support issues pertaining to the Software. If an End User contacts Lenovo regarding an issue related to the

Software, Lenovo will instruct the End User to contact Partner by the following means;

• Email address to be set up and provided by FilmOn.

3. Support to Lenovo. In addition to the support provided under section 4.2 of this Agreement, Partner shall provide prompt communication and assistance to Lenovo in the event a problem is related to the Software operating with a Lenovo Product, provide a knowledgeable contact for technical support, and cooperate with Lenovo to resolve all End User issues. Lenovo will report problems found by Customer or End Users to the Partner and will assign a severity code to each problem. Partner will meet the following rules for each priority code.

Standard Support First Response Time Severity Definition Response Updates Resolution Severity 1 Application outage, down, severe Within 1 hour (7/24) Every 2 hours via email Within 8 hours (7/24) business impact Severity 2 Functionality Impacted (cannot Within 4 Every 8 hours via email Use commercially reasonable access, unrecoverable data hours continuous efforts to provide a corruption, unrecoverable loss of (5/12) computer-based interim form submission resolution Severity 3 Application Impacted, extreme 8 hours If no response, begin escalation slowness, functionality working intermittently Severity 4 Application Impaired – working Within 24 hours If no response, begin escalation but functionality and/or performance is impaired Severity 5 General Questions and Product Within 48 hours If no response, begin escalation Information

4. Training . At Lenovo’s request, Partner shall conduct Software training of Lenovo customer support personnel no later than two (2) weeks prior to Lenovo’s first scheduled launch of a Lenovo Product with the Software. Lenovo and Partner shall coordinate the training event and schedule. Such training may be conducted in person or via electronic means (ex. Web conference calls, video conference).

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EXHIBIT E

CONFIDENTIALITY AGREEMENT

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confidential information of like importance, but in no case, less than reasonable; and (e) disclose the other Party’s Confidential Information only to its employees, and contractors under the direct supervision of its employees, with a need to know and who have agreed to protect and preserve the confidentiality of such disclosure on terms no less restrictive than those herein.

4. Notice of Disclosure . Any information which either Party intends to be treated as Confidential Information shall be marked or identified at the time of disclosure as “Confidential”. Any oral or visual disclosure of Confidential Information by either Party to the other Party shall be summarized in writing and transmitted to the other Party within ten (10) days of the date of disclosure.

5. Return of Confidential Information . At any time, upon the request of the disclosing Party, the receiving Party shall promptly return all Confidential Information and destroy all notes, summaries, work papers, electronically stored documents, analyses or other documents prepared from the Confidential Information. Such destruction shall be certified in writing by an officer of the receiving Party.

6. Residual Information . Neither Party shall be restricted from independently developing or acquiring products without the use of the Confidential Information of the other Party. Each Party acknowledges that the other Party may be developing or may in the future develop information, or may have received, be receiving, or receive information from other parties, that is similar to Confidential Information. Nothing herein shall be construed as a representation or agreement by either Party that it will not develop, or have developed for it, products, concepts, systems or techniques contemplated by or embodied in the Confidential Information of the other Party as long as it does not violate any of its obligations under this Agreement in connection with such development. Further, any person who receives Confidential Information on behalf of either Party may use the Confidential Information retained in his or her unaided memory for any purpose that does not violate the obligations of confidentiality set forth herein. A person’s memory will be considered to be unaided if the person has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it. The foregoing shall not be deemed to grant to either Party a license under the other Party’s copyrights, patents, or other intellectual property rights.

7. Compelled Disclosure . If either Party becomes aware that it may be compelled by law, regulation or legal process to disclose Confidential Information received from the other Party, the receiving Party shall promptly notify the disclosing Party in order that the disclosing Party may take action to prevent or limit such disclosure.

8. Equitable Relief . Each Party hereby acknowledges that unauthorized disclosure or use of Confidential Information received from the other Party may cause irreparable harm and significant injury to the disclosing Party, the extent of which may be difficult to ascertain and for which money damages may not be an adequate remedy. Accordingly, either Party shall be entitled to seek injunctive relief to enforce the obligations of the other Party under this Agreement, in addition to any other rights and remedies it may have at law.

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9. No License to Confidential Information . All Confidential Information, including, but not limited to, patents or other intellectual property rights, shall remain the property of the disclosing Party. No license or other rights to Confidential Information including, without any limitation whatsoever, any invention, discovery, or improvement made, conceived, or acquired, prior to or after the date of this Agreement, is granted or implied by this Agreement. The receiving Party shall not include Confidential Information in any copyright registrations, patent applications, or similar registrations of ownership.

10. No Warranty . ALL CONFIDENTIAL INFORMATION DISCLOSED BY EITHER PARTY TO THE OTHER PARTY IS PROVIDED “ AS IS ” AND WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, STATUTORY OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

11. Export Regulations . Confidential Information may be subject to export control laws and regulations of the United States. Each Party shall comply with any applicable United States export control laws and regulations, specifically including, but not limited to, the requirements of the Arms Export Control Act, 22 U.S.C. 2751-2794, including the International Traffic in Arms Regulation (ITAR), 22 C. F. R. 120 et seq.; and the Export Administration Act, 50 U.S.C. app. 2401-2420, including the Export Administration Regulations, 15 C.F.R. 730-774.

12. Governing Law, Venue and Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the laws of the State of new York, excluding its rules regarding conflict of laws. The Parties agree that any action to enforce any provision of this Agreement or arising out of or based upon this Agreement shall be brought in a court of competent jurisdiction in the State of New York. Each Party hereby waives any objection to such venue or that any suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Party hereby waives its right to a jury trial in any action arising under or related to this Agreement.

13. Assignment and Change of Control . Neither Party may assign this Agreement without the prior written consent of the other Party. In the event that either Party comes under the control of a third party or enters into an agreement relating to a change in control with a third party, such Party shall immediately notify the other Party and, if directed by the other Party, either return or destroy all Confidential Information received from the other Party. The term “ control ” shall mean the power to influence, directly or indirectly, the management of a Party through ownership, voting shares, contract or otherwise.

14. Independent Contractors . At all times relevant to this Agreement, the Parties shall be independent contractors and this Agreement shall not create any employment, agency, partnership, joint venture, or other form of business relationship between the Parties. This Agreement is not a commitment by either Party to enter into a transaction or business relationship, nor is it an inducement for either Party to spend funds or expend resources. Nothing in this Agreement shall be construed to obligate either Party to provide Confidential Information to the other Party.

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15. Severability . If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision will be more narrowly and equitably construed so that it becomes legal and enforceable, and the entire Agreement will not fail on account thereof and the balance of the Agreement will continue in full force and effect.

16. No Waiver . Neither Party shall be deemed, by any act or omission, to have waived any of its right or remedies in this Agreement unless such waiver is in writing and signed by the waiving Party. A waiver of a right or remedy on one occasion shall not be construed as a waiver of a right or remedy on any other occasion.

17. Counterparts and Electronic Signature . This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile or other electronic signature.

18. Effective Date, Term, Termination and Period of Confidentiality . This Agreement shall be effective on the date of the last signature below. The term of this Agreement shall commence on the effective date and shall continue until terminated by either Party on ten (10) days notice to the other Party. The confidentiality obligations of each Party shall remain in effect for a period of two (2) years following the termination of this Agreement.

19. Entire Agreement and Amendments . This Agreement constitutes the entire understanding between the Parties relative to the Confidential Information identified herein. It supersedes and replaces all prior and contemporaneous agreements, written or otherwise, between the Parties, relative to the subject matter hereof. This Agreement may not be modified or amended except by a writing signed by both Parties.

IN WITNESS WHEREOF, each Party has caused this Agreement to be signed by their duly authorized representative.

Lenovo (United States), Inc. FilmOn TV Inc.

By:/s/ James V. Stevens By: Alki David James Stevens, Director Procurement Alki David, CEO Printed Name and Title Printed Name and Title

September 27, 2012 June 14, 2012 Date Date

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Exhibit 10.8

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of May 5, 2016 (“Effective Date”) by and between Alki David Productions Inc. (“Licensor”), and FilmOn.TV Networks Inc. (“Licensee”). Each of Licensor and Licensee are a “Party” and both collectively are the “Parties”.

RECITALS

A. Licensor owns and operates the www.battlecam.com website, which is a platform for live interactive reality television where any internet user can broadcast live from any webcam over the internet (the “Content”).

B. Licensee is engaged in the business of providing streaming video, audio and other digital media content over the internet through various online platforms.

C. Licensee wishes to obtain, and Licensor has agreed to grant to Licensee, the exclusive right to market, display and distribute the Content, and improvements or enhancements thereof, globally using the Trademarks (as such terms are defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Distribution . Licensor appoints Licensee to act as Licensor’s non-exclusive distributor in connection with sales, licensing, distribution and other commercial exploitation of the Content, including those currently existing and all future Content produced by or acquired by Licensor, worldwide and for the Term in the Licensed Media (as such terms are defined below), in all formats and versions (including, without limitation, any segments derived from the Content), as further set forth in this Agreement. Licensee shall additionally have the right to advertise and promote the Content, and arrange for the advertising and promotion of the Content, in all media now known or hereafter devised (the “Advertising Rights”). Licensee agrees to use commercially reasonable efforts to effect maximum distribution of the Content in a manner that enhances the business, good name, goodwill and reputation of Licensee, Licensor and the Content and in a manner that complies with all applicable laws. Licensee agrees to use good faith efforts to generate exposure for the Content and promote the commercial exploitation of the Content. However, Licensee makes no representations or warranties as to its ability to obtain opportunities to commercially exploit the Content or generate any minimum amount of revenue. Subject to this Agreement, Licensee, in its sole discretion, shall determine how its services are to be performed.

2. Term . This Agreement shall commence on the date hereof and continue for a term of five (5) years (the “Term”), with successive one (1) year extensions unless written notice of termination of this Agreement, for any reason, is sent by either Party to the other no later than sixty (6) days before the expiration of the then-current term.

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3. Licensed Media . Licensor hereby grants Licensee the right to distribute the Content for all forms of commercial exploitation, whether on a free, paid, subscription or other basis including any form of internet protocol delivery to all internet-capable devices, any form of video-on-demand and/or pay-per-view, all modes of television exhibition, all traditional distribution of home video devices, all so-called “disc on demand,” “manufacture on demand,” and similar fulfillment services, streaming, downloadable and/or other non-tangible delivery to fixed and mobile platforms including personal and other computers, cell phones, personal and other communication devices, personal and other digital devices, personal and other music, video and/or other audiovisual recorders and/or players, and/or via “podcast” and/or via all other personal, digital, mobile and other devices, platforms and services, whether now known or hereafter devised, to any customer or audience worldwide (the “Licensed Media”).

4. Distribution Revenues . All revenues received by Licensee in connection with any sales, licensing, distribution and commercial exploitation of the Content hereunder shall be the property of Licensee.

5. No Payments . Licensee shall not be required to make any payments to Licensor for its use of the Content in accordance with this Agreement.

6. Residuals and Third Party Participations . Licensor is responsible for any and all residual and other additional or supplemental payments payable to any union, guild or other entity required to be made by reason of the commercial exploitation of the Content and the advertising rights as set forth herein. Licensor is responsible for paying all third party participations granted by Licensor in connection with the Content.

7. Delivery of the Content . All necessary clearance, preparation, and delivery to Licensee of such materials necessary for the reasonable and efficient distribution and commercial exploitation of the Content (“Materials”) shall be at Licensor’s sole cost and expense. Licensor acknowledges and agrees that Licensor’s failure to timely deliver Materials may prevent Licensee from making the Content available for distribution, and any delayed performance or non-performance by Licensee arising from (i) Licensor’s failure to meet its delivery obligations of the Materials hereunder, or (ii) the failure of the video or audio elements of the Content to meet quality control standards of channel of distribution shall not be a breach hereof by Licensee.

8. Ownership of the Content . All ownership rights and title in and to the entire contents of the Content, including, but not limited to, films and recordings thereof, title or titles, names, trademarks, concepts, stories, plots, incidents, ideas, formulas, formats, general content and any other literary, musical, artistic, or other creative material included therein shall, as between Licensor and Licensee, remain vested in Licensor.

9. Source Copy Loss or Damage . Licensor is solely responsible for creating and retaining copies of the Content or other Materials prior to submitting them to Licensee. Licensee shall not be responsible for any loss of or damage to physical elements of the Content or other Materials submitted to Licensee under any circumstances or for any reason whatsoever, provided such loss or damage is not the result of Licensee’s gross negligence or willful misconduct.

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10. Editing . Licensee will not edit, and will not permit third parties to edit the Content except for the following purposes: (i) to prepare closed captioned, subtitled and/or dubbed versions the Content; (ii) to avoid legal liability or conform the Content to applicable laws, standards and practices; (iii) if applicable, to insert interstitial advertisements; (iv) if applicable, to compress the Content and/or the credits as required by any third party licensee in connection with time limitations on the presentation of the Content; (v) to create clips, excerpts and segments for promotional use or in connection with serialized exhibition of the Content; and, (vi) if necessary, to create advertising and publicity materials for the Content, including without limitation trailers, still photos and customized metadata.

11. Trademarks .

a. Licensor grants to Licensee an exclusive and non-transferrable right and license to use Licensors trademarks, trade names and logos with respect to its BattleCam website and brand (the “Trademarks”) to market, distribute and otherwise commercially exploit the Content. Licensee shall be entitled to insert its trademarks, trade names and/or logos in any exhibition of the Content and to insert such trademarks, trade names and/or logos in all commercialization thereof and/or paid advertising related thereto.

b. This Agreement shall not be construed to give Licensee any ownership right, title or interest in any of the Trademarks, but only to permit Licensee to use them for the limited purposes set forth herein. Licensee acknowledges that the Trademarks and the goodwill associated therewith, whether currently existing or accruing in the future, are and shall remain the sole property of Licensor and not Licensee. Licensor acknowledges that the trademarks, trade secrets and other intellectual property of Licensee, and the goodwill associated therewith, whether currently existing or accruing in the future, are and shall remain the sole property of Licensee and not Licensor.

c. The expiration or termination of this Agreement automatically terminates all licenses granted to Licensee under this Agreement without further notice, and Licensee agrees that upon any expiration or termination of this Agreement, Licensee shall cease and desist from use of the Trademarks in any manner.

12. Representations and Warranties .

a. Each of the Parties represents and warrants the following: (i) that it is a duly organized, validly existing corporation or other legally recognized business organization in good standing under the laws of its jurisdiction of incorporation or formation, (ii) that it has the full legal right, power, and authority to execute this Agreement and to perform its obligations hereunder, and the consent of no other person or entity is necessary in connection with the foregoing, and (iii) that it is operationally and financially able to perform its duties and meet all of its obligations under the terms of this Agreement.

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b. Licensor represents that it is the exclusive owner of the worldwide distribution rights for the Content. Licensor further represents and warrants that it has obtained all rights and clearances necessary to commercially exploit the Content and all elements contained therein and that Licensor has not entered into and will not enter into any agreement in conflict with Licensee’s rights hereunder.

c. Licensor warrants that the distribution of the Content and use of the Trademarks will not infringe or contribute to the infringement of any trademarks or trade names, and Licensor shall defend and hold Licensee harmless from every suit or claim which may be brought against Licensee for any alleged infringements of any of the Trademarks by reason of the distribution of the Content and agrees to pay all expenses and reasonable attorneys’ fees which may be incurred in defending every suit arising in connection with any alleged infringements, including costs and damages recoverable in every such suit or claim.

d. During the term of this Agreement, Licensor represents and warrants that it shall not enter into any other distribution agreement involving distribution of the Content or otherwise directly or indirectly distribute the Content without obtaining Licensee’s prior written consent. If any of the provisions of this Section 12(d) is held to be unenforceable because of the scope, duration or area of its applicability, the court or arbitrator making such determination shall have the power to modify such scope, duration or area or all of them, and such provision shall then be enforceable in such modified form.

13. Confidentiality .

a. Each Party acknowledges that the Confidential and Proprietary Information is proprietary to the other Party, and may have been developed as a trade secret at that Party’s expense. Each Party agrees that it will exercise the highest standards to hold and use such information in confidence (except as otherwise permitted by this Agreement). A Party shall not disclose or disseminate the Confidential and Proprietary Information for its own benefit or for the benefit of any third party. Within three (3) days after the termination of this Agreement (or any other time at the other Party’s request), a Party shall return to the other party all copies of Confidential and Proprietary Information in tangible form.

b. If any Party shall attempt to use or dispose of any Confidential and Proprietary Information or any of its aspects or components or any duplication or modification thereof in a manner contrary to the terms of this Section 13, the other Party shall have the right, without the necessity of filing a bond or other security, in addition to such other remedies that may be available to it, to injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies are inadequate.

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past, present or future products, software, research and development, inventions, processes, techniques, designs or technical information and data, and marketing plans research, development or business activities, including any unannounced products and services, as well as any information relating to services, developments, services, processes, plans, financial information, customer lists, forecasts and projections, as well as the terms of this Agreement. Such information shall be deemed confidential under this Agreement unless the receiving party proves through clear and convincing evidence that it: (1) is in the public domain through no act or omission of the other Party; (2) is lawfully known by the receiving Party from a source legitimately in possession of the information and with no restriction of confidentiality; or (3) must be disclosed by requirement of law, but in such case the receiving Party shall give the other Party as much notice as possible in order to allow the other Party the opportunity to oppose such disclosure. There is no requirement under this Agreement that “Confidential and Proprietary Information” as used and defined herein must qualify legally as a trade secret.

14. Insurance . Licensor shall obtain, or cause to be obtained, a standard producer’s and distributor’s errors and omissions liability insurance policy in connection with the Content, with minimum coverage limits in the amount of [One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) in the aggregate]. Upon request, Licensor shall provide Licensee with proof of such coverage, and a certificate naming Licensee or any sub-distributor as additional insured, in a form acceptable to Licensee.

15. Indemnification . Each Party (an “Indemnifying Party”) agrees to defend, indemnify and hold harmless the other Party and such other Parties, control persons (as defined under the federal securities laws), affiliates, officers, attorneys, members, directors, equity and/or debt holders, employees, agents, representatives and the other related persons (an “Indemnified Party”) from and against any third party claim, action, judgment or liability of any kind arising out of or in connection with any breach of any representation, warranty or agreement made by the Indemnifying Party in this Agreement or any addenda hereto. By way of example, any cost or liability that results from Licensor’s failure to clear any of the Content or to own or control the applicable rights will be Licensor’s sole responsibility. The provisions of this Section 15 shall survive the expiration or other termination of this Agreement with respect to any claim, loss, liability, cost or expense, whenever incurred or asserted, arising out of any act, omission or condition that preceded such expiration or termination.

16. Relationship of Parties . Nothing contained in this Agreement shall be construed in any manner as creating an agency, partnership, joint venture or any other type of relationship between Licensor and Licensee except that of independent contractors. Licensee shall not have, nor shall Licensee hold itself out as having, any authority whatsoever, whether express or implied, to assume, create or incur any obligation or liability whatsoever, contractual or otherwise, on behalf of or in the name of Licensor or to bind Licensor in any other manner whatsoever except as expressly set forth in this Agreement. Licensee shall not represent or hold itself out as an agent of Licensor in any manner whatsoever. Licensee is not a dependent agent of Licensor. Licensee shall not market, promote and distribute the Content in Licensor’s name nor hold itself out as having authority to negotiate or conclude contracts on Licensor’s behalf.

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17. Assignment, Successors and Assigns . No Party may assign or delegate this Agreement or its rights, obligations or powers under this Agreement without the prior written consent of the other Party; provided that any Party may assign its rights and obligations under this Agreement in its entirety to an affiliate. Except as otherwise provided herein, any attempt to assign without the other Party’s consents will be null and void. Subject to this Section 17, this Agreement is binding upon each Party’s successors and permitted assigns.

18. Notice . Any notices which may be permitted or required hereunder shall be in writing and shall be deemed to have been duly given as of the date and time the same are personally delivered or within three (3) days after depositing with the United States Postal Service, postage prepaid by registered or certified mail, return receipt requested, or within one (1) day after depositing with Federal Express for overnight delivery or other overnight delivery service from which a receipt may be obtained, and addressed as follows:

to Licensor at the following address:

Alki David Productions Inc. 342 N. Canon Drive, Suite 208 Beverly Hills, California 90210 Attention: Peter van Pruissen Telephone: (877) 255-7667

to the Licensee at the following address:

FOTV Media Networks Inc. 338 N. Canon Drive, 3 rd Floor Beverly Hills, California 90210 Attention: Peter van Pruissen Telephone: (877) 733-1830

19. Governing Law; Venue . This Agreement and the terms and conditions set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of California without regard to the conflicts of laws principles thereof. The Parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the State of California. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the State of California and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in the State of California. The Parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other parties hereto of all of its reasonable counsel fees and disbursements.

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its behalf as of the date first written above.

LICENSOR LICENSEE

Alki David Productions Inc. FilmOn.TV Networks Inc.

By: /s/ Alkiviades David By: /s/ Alkiviades David Name: Alkiviades David Name: Alkiviades David Title: Chief Executive Officer Title: Chief Executive Officer

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Exhibit 10.9

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of May 5, 2016 (“Effective Date”) by and between HUSA Development Inc., formerly Hologram USA Productions Inc. (“Licensor”), and Hologram FOTV Productions Inc. (“Licensee”). Each of Licensor and Licensee are a “Party” and both collectively are the “Parties”.

RECITALS

A. Licensor is engaged in the business of creating, developing, producing and delivering holographic programming content (the “Holograms”) utilizing Licensor’s proprietary technology, brands and trademarks.

B. Licensee is engaged in the business of installing permanent holographic productions for theatrical presentations.

C. Licensee wishes to obtain, and Licensor has agreed to grant to Licensee, the exclusive right to market, display and distribute the Holograms, and improvements or enhancements thereof, globally using the Trademarks (as such terms are defined below) on the terms and conditions set forth herein.

1. Distribution . Licensor appoints Licensee to act as Licensor’s exclusive distributor in connection with all sales, licensing, distribution and other commercial exploitation of the Holograms, including those currently existing and all future Holograms produced by or acquired by Licensor, worldwide and for the Term in the Licensed Media (as such terms are defined below), in all formats and versions (including, without limitation, any segments derived from the Holograms), as further set forth in this Agreement. Licensee shall additionally have the right to advertise and promote the Holograms, and arrange for the advertising and promotion of the Holograms, in all media now known or hereafter devised (the “Advertising Rights”). Licensee agrees to use commercially reasonable efforts to effect maximum distribution of the Holograms in a manner that enhances the business, good name, goodwill and reputation of Licensee, Licensor and the Holograms and in a manner that complies with all applicable laws. Licensee agrees to use good faith efforts to generate exposure for the Holograms and to maximize revenue from the sales, licensing, distribution and other commercial exploitation of the Holograms. However, Licensee makes no representations or warranties as to its ability to obtain opportunities to commercially exploit the Holograms or generate any minimum amount of revenue. Subject to this Agreement, Licensee, in its sole discretion, shall determine how its services are to be performed. All payments in respect of Licensee’s distribution of the Holograms shall be received directly by Licensee.

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3. Licensed Media . Licensor hereby grants Licensee the right to distribute the Holograms for all forms of commercial exploitation, whether on a free, paid, subscription or other basis including, without limitation, via theatrical exhibitions, any form of internet protocol delivery to all internet-capable devices, any form of video-on-demand and/or pay-per-view, all modes of television exhibition, all traditional distribution of home video devices, all so-called “disc on demand,” “manufacture on demand,” and similar fulfillment services, streaming, downloadable and/or other non-tangible delivery to fixed and mobile platforms including personal and other computers, cell phones, personal and other communication devices, personal and other digital devices, personal and other music, video and/or other audiovisual recorders and/or players, and/or via “podcast” and/or via all other personal, digital, mobile and other devices, platforms and services, whether now known or hereafter devised, to any customer or audience worldwide (the “Licensed Media”).

4. Distribution Net Revenues . All revenues received by Licensee in connection with all sales, licensing, distribution and commercial exploitation of the Holograms hereunder, net of all direct costs and expenses incurred by Licensee for the advertising, promotion and distribution of the Holograms (the “Net Revenues”), shall be shared equally by Licensee and Licensor. For clarity, all promotional and advertising expenses related to the distribution of the Holograms including, without limitation, all theatrical exhibitions shall be determined by Licensee in its sole discretion.

5. Payment, Accounting and Reporting . Licensee shall pay Licensor its half of all Net Revenues (if any) within thirty (30) days of the end of each fiscal quarter of Licensee in which such Net Revenues were collected. Licensee will make available accounting statements to Licensor in accordance with the notice provision of this Agreement. All statements submitted to Licensor shall include, at a minimum, transactional data and revenues generated by the Holograms and all expenses incurred hereunder. Licensor shall have the right, upon at least thirty (30) days prior written notice, to audit Licensee’s books and records solely related to the Holograms at Licensee’s regular place of business and during Licensee’s regular business hours. Such right to audit is limited to the Holograms, and under no circumstances shall Licensor have the right to examine records relating to Licensee’s business generally, or with respect to any other titles or content. Such audit shall be conducted by an independent certified accountant at Licensor’s sole cost and expense, and not more frequently than once per year. No statement may be audited more than once and no such audit shall be conducted in a manner that unreasonably interferes with Licensee’s business.

6. Residuals and Third Party Participations . Licensor is responsible for any and all residual and other additional or supplemental payments payable to any union, guild or other entity required to be made by reason of the commercial exploitation of the Holograms and the advertising rights as set forth herein. Licensor is responsible for paying all third party participations granted by Licensor in connection with the Holograms.

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7. Delivery of Hologram Content . All necessary clearance, preparation, and delivery to Licensee of such materials necessary for the reasonable and efficient distribution and commercial exploitation of the Holograms (“Materials”) shall be at Licensor’s sole cost and expense. Licensor acknowledges and agrees that Licensor’s failure to timely deliver Materials may prevent Licensee from making the Holograms available for distribution, and any delayed performance or non-performance by Licensee arising from (i) Licensor’s failure to meet its delivery obligations of the Materials hereunder, or (ii) the failure of the video or audio elements of the Holograms to meet quality control standards of channel of distribution shall not be a breach hereof by Licensee.

8. Ownership of Holograms . All ownership rights and title in and to the entire contents of the Holograms, including, but not limited to, films and recordings thereof, title or titles, names, trademarks, concepts, stories, plots, incidents, ideas, formulas, formats, general content and any other literary, musical, artistic, or other creative material included therein shall, as between Licensor and Licensee, remain vested in Licensor.

9. Source Copy Loss or Damage . Licensor is solely responsible for creating and retaining copies of the Holograms or other Materials prior to submitting them to Licensee. Licensee shall not be responsible for any loss of or damage to physical elements of the Holograms or other Materials submitted to Licensee under any circumstances or for any reason whatsoever, provided such loss or damage is not the result of Licensee’s gross negligence or willful misconduct.

10. Editing . Licensee will not edit, and will not permit third parties to edit the Holograms except for the following purposes: (i) to prepare closed captioned, subtitled and/or dubbed versions the Holograms; (ii) to avoid legal liability or conform the Holograms to applicable laws, standards and practices; (iii) if applicable, to insert interstitial advertisements; (iv) if applicable, to compress the Holograms and/or the credits as required by any third party licensee in connection with time limitations on the presentation of the Holograms; (v) to create clips, excerpts and segments for promotional use or in connection with serialized exhibition of the Holograms; and, (vi) if necessary, to create advertising and publicity materials for the Holograms, including without limitation trailers, still photos and customized metadata.

11. Trademarks .

a. Licensor grants to Licensee an exclusive and non-transferrable right and license to use Licensors trademarks, trade names and logos (the “Trademarks”) to market, distribute and otherwise commercially exploit the Holograms. Licensee shall be entitled to insert its trademarks, trade names and/or logos in any exhibition of the Holograms and to insert such trademarks, trade names and/or logos in all commercialization thereof and/or paid advertising related thereto.

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the sole property of Licensor and not Licensee. Licensor acknowledges that the trademarks, trade secrets and other intellectual property of Licensee, and the goodwill associated therewith, whether currently existing or accruing in the future, are and shall remain the sole property of Licensee and not Licensor.

12. Representations and Warranties .

b. Licensor represents that it is the exclusive owner of the worldwide distribution rights for the Holograms. Licensor further represents and warrants that it has obtained all rights and clearances necessary to commercially exploit the Holograms and all elements contained therein and that Licensor has not entered into and will not enter into any agreement in conflict with Licensee’s rights hereunder.

c. Licensor warrants that the distribution of the Holograms and use of the Trademarks will not infringe or contribute to the infringement of any trademarks or trade names, and Licensor shall defend and hold Licensee harmless from every suit or claim which may be brought against Licensee for any alleged infringements of any of the Trademarks by reason of the distribution of the Holograms and agrees to pay all expenses and reasonable attorneys’ fees which may be incurred in defending every suit arising in connection with any alleged infringements, including costs and damages recoverable in every such suit or claim.

d. During the term of this Agreement, Licensor represents and warrants that it shall not enter into any other distribution agreement involving distribution of the Holograms or otherwise directly or indirectly distribute the Holograms without obtaining Licensee’s prior written consent. If any of the provisions of this Section 12(d) is held to be unenforceable because of the scope, duration or area of its applicability, the court or arbitrator making such determination shall have the power to modify such scope, duration or area or all of them, and such provision shall then be enforceable in such modified form.

13. Confidentiality .

a. Each Party acknowledges that the Confidential and Proprietary Information is proprietary to the other Party, and may have been developed as a trade secret at

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that Party’s expense. Each Party agrees that it will exercise the highest standards to hold and use such information in confidence (except as otherwise permitted by this Agreement). A Party shall not disclose or disseminate the Confidential and Proprietary Information for its own benefit or for the benefit of any third party. Within three (3) days after the termination of this Agreement (or any other time at the other Party’s request), a Party shall return to the other party all copies of Confidential and Proprietary Information in tangible form.

c. As used herein “Confidential and Proprietary Information” means all documentation, technical and/or other business information either oral or written, that either Party furnishes to the other that is proprietary or confidential on its face or by its nature whether so marked or not; marked as proprietary or confidential; or which constitutes or bears a logical relationship to information that the receiving Party knows or should reasonably conclude that the other Party deems to be proprietary or confidential, including, but not limited to the following: past, present or future products, software, research and development, inventions, processes, techniques, designs or technical information and data, and marketing plans research, development or business activities, including any unannounced products and services, as well as any information relating to services, developments, services, processes, plans, financial information, customer lists, forecasts and projections, as well as the terms of this Agreement. Such information shall be deemed confidential under this Agreement unless the receiving party proves through clear and convincing evidence that it: (1) is in the public domain through no act or omission of the other Party; (2) is lawfully known by the receiving Party from a source legitimately in possession of the information and with no restriction of confidentiality; or (3) must be disclosed by requirement of law, but in such case the receiving Party shall give the other Party as much notice as possible in order to allow the other Party the opportunity to oppose such disclosure. There is no requirement under this Agreement that “Confidential and Proprietary Information” as used and defined herein must qualify legally as a trade secret.

14. Insurance . Licensor shall obtain, or cause to be obtained, a standard producer’s and distributor’s errors and omissions liability insurance policy in connection with the Holograms, with minimum coverage limits in the amount of [One Million Dollars ($1,000,000) per claim and Three Million Dollars ($3,000,000) in the aggregate]. Upon request, Licensor shall provide Licensee with proof of such coverage, and a certificate naming Licensee or any sub-distributor as additional insured, in a form acceptable to Licensee.

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out of or in connection with any breach of any representation, warranty or agreement made by the Indemnifying Party in this Agreement or any addenda hereto. By way of example, any cost or liability that results from Licensor’s failure to clear any of the Holograms or to own or control the applicable rights will be Licensor’s sole responsibility. The provisions of this Section 15 shall survive the expiration or other termination of this Agreement with respect to any claim, loss, liability, cost or expense, whenever incurred or asserted, arising out of any act, omission or condition that preceded such expiration or termination.

16. Relationship of Parties . Nothing contained in this Agreement shall be construed in any manner as creating an agency, partnership, joint venture or any other type of relationship between Licensor and Licensee except that of independent contractors. Licensee shall not have, nor shall Licensee hold itself out as having, any authority whatsoever, whether express or implied, to assume, create or incur any obligation or liability whatsoever, contractual or otherwise, on behalf of or in the name of Licensor or to bind Licensor in any other manner whatsoever except as expressly set forth in this Agreement. Licensee shall not represent or hold itself out as an agent of Licensor in any manner whatsoever. Licensee is not a dependent agent of Licensor. Licensee shall not market, promote and distribute the Holograms in Licensor’s name nor hold itself out as having authority to negotiate or conclude contracts on Licensor’s behalf.

to Licensor at the following address:

HUSA Development Inc. 342 N. Canon Drive, Suite 208 Beverly Hills, California 90210 Attention: Peter van Pruissen Telephone: (877) 255-7667

to the Licensee at the following address:

Hologram FOTV Productions Inc. 338 N. Canon Drive, 3 rd Floor Beverly Hills, California 90210 Attention: Peter van Pruissen Telephone: (877) 733-1830

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20. Entire Agreement . This Agreement contains the full and complete understanding between the Parties and supersedes all prior agreements and understandings, and cannot be modified except in a writing signed by both Parties.

21. Severability . If any provision of the Agreement shall be determined by any court of competent jurisdiction to be void and unenforceable, all other provisions of the Agreement shall nevertheless continue in full force and effect.

22. Waiver . No waiver by either Party of any provision of the Agreement, or of any breach or default by the other Party shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.

[Signature Page Follows]

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Exhibit 10.10

BRIGHTROLL PUBLISHER AGREEMENT

BrightRoll, Inc. (hereafter, “Ad Network”), a Delaware corporation, having its principal offices at 343 Sansome Street, 6 th Floor, San Francisco, CA 94104, and FilmOn.TV Networks Inc. (hereafter “Publisher”), (each a “Party” and together the “Parties”) hereby enter into this Publisher Agreement (this “Agreement”) as of the date entered below, with Publisher delivering Ad Network advertising campaigns (“Ads” or “Creatives”) across Publishers websites, including websites Publisher has the right to place Ads on, or mobile applications or connected TV applications or storefronts (together, the “Sites”).

1. BrightRoll Platform (a) Terms of Membership. Upon request, Publisher will deliver Ads provided by Ad Network on behalf of one or more third party advertisers or a third party advertising agency to the Sites for the benefit of such third party advertiser or third party advertising agency. Upon acceptance of the Ad and subject to the terms and conditions of this Agreement, Publisher will use commercially reasonable efforts to display the Ads on the Sites. (b) Integration. Publisher acknowledges that certain aspects of this Agreement require the integration of advertising instructions and code (sometimes referred to as ‘‘tags”) into Publisher’s video player, mobile or connected TV applications, advertising management system, and possibly content management system. Publisher and Ad Network will therefore work together in good faith to incorporate such appropriate ‘‘tags” as determined by Ad Network and Publisher management, and to address any other technical issues relating to the integration of Ad Network’s service into the Sites. (c) Ad Serving. Publisher understands and agrees that from time to time the Ad Network ad serving may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Ad Network may undertake from time to time; or (iii) other causes beyond the control of Ad Network, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. While Ad Network will attempt to provide ad serving on a continuous basis, Publisher acknowledges and agrees that Ad Network has no control over the availability of ad serving on a continuous or uninterrupted basis. Publisher also understands and agrees that Ad Network is not responsible for the functionality of any third-party website or interface. Failure to deliver because of technical difficulties does not represent a failure to meet the delivery obligations of this Agreement. (d) Adherence to Publisher Terms. The Parties agree that Ads will be delivered, counted and compensated in accordance with the Publisher Terms set forth on Schedule A of this Agreement.

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2. Website Content and Prohibited Conduct (a) Prohibited Conduct. Publisher shall not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from Ad Network that allows Ad Network to measure ad performance and provide its service. When Publisher makes a programmatic advertising call to Ad Network, if Ad Network responds with an available paid Ad, Publisher agrees to deliver said Ad. Publisher will not edit or modify the submitted Ad in any way, including, without limitation, resizing the Ads, without the prior approval of Ad Network. Publisher agrees to deliver all Ads in conformity with Ad Network’s advertising guidelines: Ads should not be placed on websites that contain content or promote or advertise any of the following products: tobacco, illegal controlled substances, firearms, alcohol, pornography, or illegal gambling. Ads should not be placed on websites that contain or promote libelous, defamatory, lewd and lascivious, abusive, excessively violent, bigoted or hate oriented behavior. Ads cannot be placed on any unlicensed or copyright infringing content. Ads shall not knowingly be placed on websites that contain 1) software piracy (including but not limited to Warez, Cracking, etc.) hacking, phreaking, emulators, ROMs, or illegal MP3 activity, or 2) illegal activities, deceptive practices or violations of the intellectual property. (b) Approval of Content. Publisher is under no obligation to accept any creative, promotional or advertiser content provided by Ad Network for display within Publisher’s players. Ad Network shall review and approve all creative, promotional and advertiser content for conformance with Publisher’s advertising guidelines, as provided to Ad Network from time to time; however, Publisher reserves the right to reject, omit or refuse any creative, promotional or advertiser content for display within Publisher’s players. Publisher further reserves the right to request Ad Network to remove any creative, promotional or advertiser content on display within Publisher’s players, with the understanding that it will not be compensated for the un-served balance of such campaign; provided that, if Publisher has reviewed and approved such content prior to their display, Publisher may not immediately remove such content before making commercially reasonable efforts to obtain mutually acceptable alternative content from Ad Network.

3. Pricing (a) Pricing Terms. Ad Network will pay Publisher a CPM for Ads that Ad Network provides and Publisher delivers on the Sites pursuant to the terms herein. Ad Network may adjust payments to Publisher hereunder for refunds or credits provided to advertisers or agencies for such Ads or if such parties fail to pay Ad Network for such Ads. Ad Network will only pay publishers for valid traffic and valid advertising impressions. Ad Network shall use its reasonable judgment in detecting and measuring invalid traffic through various methods, including, but not limited to, its proprietary methods and third party validation tools. Ad Network shall notify Publisher promptly of instances when invalid traffic is detected and any adjustments will be made as soon as practical. (b) Payment Terms. All payments due and owing to Publisher by Ad Network pursuant to this Agreement shall be paid within 60 days of the end of each month in which such the underlying fees are collected by Ad Network, provided that Ad Network will only send you a payment if your payment is greater than $250 USD. (c) Activity Reports. Ad Network will make daily reports available at http:llwww.Ad Network.com. Payments will be based upon the impression numbers which Ad Network records, and will be made in United States Dollars. The data in reports are subject to audit and therefore may differ from final amounts payable.

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4. Representations, Warranties and Covenants (a) Corporate. Each Party represents and warrants at all times that: (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation; (ii) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (iii) it is duly authorized to execute and deliver this Agreement and duly authorized to perform its obligations and exercise its rights hereunder; (iv) this Agreement is a legal and valid obligation, binding and enforceable in accordance with its terms; (v) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (vi) it will comply at all times with all applicable laws, rules and regulations relevant to the performance of its obligations under this Agreement. (b) No Infringement. Each Party represents and warrants that it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, to exercise its rights hereunder and to grant the licenses granted by it under this Agreement. (c) Privacy. Each Party represents and warrants that it will comply with all (i) applicable laws, governmental regulations and court or governmental agency orders, decrees and policies relating in any manner to the collection, use or dissemination of information about users or otherwise relating to privacy rights, (ii) any written agreements with non-governmental certification bodies, including but not limited to Network Advertising Initiative, and (iii) such Party’s posted privacy policy, as amended from time to time, with such privacy policy to include any and all disclosures and election procedures that may be required under applicable laws in light of the activities contemplated by this Agreement. Publisher represents and warrants that: (x) Publisher will comply with all applicable laws and regulations related to Children’s Online Privacy Protection Act of 1998 and its rules, as the same may be amended from time to time (collectively, “COPRA”); (y) except as specifically set forth in a notice described in this section, the Sites are not directed to children under the age of thirteen and Publisher does not have actual knowledge that the Sites collect personal information from children under the age of thirteen; and (z) Publisher shall not collect or pass to Ad Network any personal information for any purpose not permitted under COPPA. Publisher shall provide prompt written notice to Ad Network if the representations in the foregoing subsection (y) are, or become, untrue with respect to any Site; provided, however, that no such notice shall relieve Publisher of its obligations pursuant to such representations until such notice is received by Ad Network. Publisher further represents and warrants that in addition to the foregoing it has and shall maintain a privacy policy that: (A) fully and completely discloses to users of the Sites the practices of Publisher, Ad Network or third parties with respect to the collection, use and disclosure of data and other information (including, but not limited to, personally identifiable information), including for advertising purposes on the Sites, through the use of cookies and similar methods; (B) discloses that Publisher allows third parties to serve advertising within the Sites; and (C) provides a clear and conspicuous opt out to the NA1 opt-out page, which is currently located at http://www.networkadvertising.org/managing/opt_out.asp.

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(d) Ads and Creatives. Ad Network represents that it has paid all license fees and/or other fees required to be paid to third parties for performance of Ad Network’s obligations or exercise of Ad Network’s rights under this Agreement (“Ad Network License Fees”) and Ad Network covenants to timely pay any Ad Network License Fees required to be paid in the future. Ad Network further expressly agrees that, as between Ad Network, on the one hand, and Publisher on the other hand, any obligation to pay Ad Network License Fees as a result of distribution of the Ads and Creatives pursuant to this Agreement shall be Ad Network’s obligation and not the obligation of Publisher. (e) Content. Publisher represents and warrants to Ad Network that the Sites will not contain or promote any information or content that is illegal, contrary to any industry code, indecent, obscene, defamatory, threatening, harass, discriminatory, in violation of third party intellectual property, privacy or publicity rights. Publisher represents that it has paid all license fees and/or other fees required to be paid to third parties for performance of Publisher’s obligations or exercise of Publisher’s rights hereunder, for the grant of the licenses hereunder, and for any other act by Publisher under this Agreement (“Publisher License Fees”) and Publisher covenants to timely pay any Publisher License Fees required to be paid in the future. Publisher further expressly agrees that it owns or has appropriate license to the content on its website, and any Publisher License Fees required for Publisher content are Publisher’s obligation and not the obligation of Ad Network. (f) Disclaimer of Warranties. ALL AD SERVING IS PROVIDED BY BRIGHTROLL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BRIGHTROLL MAKES NO WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING BY TRADE USAGE OR COURSE OF DEALING OR PERFORMANCE, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN.

5. Licenses; Marketing and Promotion (a) License to Display Ads and/or Creatives within Publisher Players. Ad Network hereby grants Publisher at no cost a non-transferable, royalty-free, non-exclusive, worldwide license to display the Ads and/or Creatives within Publisher’s players, mobile or connected TV applications, wherever the players may reside, and to perform any such additional acts in connection with the Ads and/or Creatives as are necessary to fulfill Publisher’s obligations to its customers and end users. (b) Promotional Materials. Subject to the terms and conditions of this Agreement, Publisher and its partners grant Ad Network, and Ad Network grants Publisher the non-transferable, at no cost, non-exclusive, royalty-free, worldwide right to display the other’s logos, trademarks, trade names and other similar identifying material (the “Marks”) solely for the

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

purposes, in the case of Ad Network, of inclusion in marketing and other materials promoting Publisher and its partners to advertisers, excluding press releases (which are governed by subpart (d) below), related to this Agreement (the “Promotional Materials”). Ad Network shall have the right to continue using such approved Promotional Materials during the term of this Agreement. During the term of this Agreement, neither Party shall have the right to include the other’s name or logo on its corporate website without the other Party’s prior written approval. (c) Ownership/Reservation of Rights. Each Party retains any and all pre-existing right, title and interest in and to its Site/s, Marks, intellectual property, Ads and Creatives (in the case of Ad Network), the Publisher’s players (in the case of Publisher), and all components thereof. Ad Network shall own all data collected in connection with this Agreement, including, without limitation, any reports, results, or information created complied, analyzed or derived from such data. This Agreement shall not be construed in any manner as transferring any rights of ownership of or license to the foregoing, and/or to the features or information therein, except as expressly set forth in this Agreement. All rights not expressly granted are reserved. Under no circumstances will this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any intellectual or other property or components thereof other than as specifically granted in this Agreement. (d) Press Releases. During the term of this Agreement, the Parties shall have the right to include the other’s name in a press release announcing the entry into of this Agreement, subject to the other Party’s prior written approval. (e) Identification of Ad Placements. Publisher will provide and will regularly update Ad Network with the attributes of each of the placements where it intends to run ads provided by Ad Network (“Ad Placement Descriptions”) Ad Placement Descriptions will include the URL of the web page or equivalent or mobile application on which the placement exists; whether the placement is owned by Publisher or has been syndicated to a third party; whether the placement is display, instream pre-roll, instream mid-roll, or autostart; whether the placement includes a synchronized companion banner; the category of content to which the placement is adjacent; will specify incentivized offers or traffic: and other attributes which may be requested by Ad Network from time to time. Ads appearing on connected TV devices that are not in application will appear center screen. Ads that appear on mobile applications and connected TV applications will also be placed such that the end user does not need to navigate in order to see the Ad. Further, under no circumstances shall Publisher be permitted to run ads in placements that i) are below-the-fold and autostart; or ii) by default (i.e., without user interaction) do not play the sound track of the advertisement; or iii) autostart and are presented or located in such a manner that would make it unlikely that the ads would be viewed by humans, whether or not the sound is defaulted to off; or iv) are located in downloadable applications (unless the application is available for download in an officially recognized product website, or a mobile / connected device application store, such as the Apple iOS App Store, Android Market or connected TV stores on devices such as Sony PS, Samsung Smart TV); or v) are located in pop-up/pop-under windows; or vi) are placed in a continuous loop of video advertisements; or vii) are stacked videos on top of one another; or viii) have more than one video player on one page at one time playing an advertisement or ix) make multiple ad requests in parallel from the same video player; Ad Network reserves the right to deny payment to Publisher based upon placements that Ad Network, in its sole determination, discovers have run in that are not consistent with the Ad Placement Description provided by Publisher or that are not consistent with Ad Network’s publisher requirements found here: http://www/brightroll.com/media/publishers/requirements-2/

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(f) Traffic Quality. The Sites shall not i) contain content that promotes any illegal or dangerous activity; ii) contain content with foul, vulgar, obscene or defamatory language or images; iii) run Ad Network ads next to or before pornographic content; iv) create “forced visit” traffic; v) create invisible or nested (Frames loading pages or ads; vi) intentionally falsify clicks: vii) modify or obscure display of ads; viii) fraudulently generate requests or clicks; or ix) use any means of artificially generating ad impressions or clicks, including third-party services such as paid-to- click, paid-to-surf, auto-surf, and click-exchange programs.

6. Data Collection, Usage and Protection Each Party agrees to comply with the Digital Advertising Alliance Self Regulatory Principles for Online Behavioral Advertising with respect to its data collection, usage, ownership and disclosures. Where any content is made available to any individual in the European Union, both Parties will duly observe all their obligations under European data protection legislation, in particular Directive 95/46/EC, Directive 2002/58/EC and Directive 2009/136/EC as implemented nationally, and any other relevant data protection and privacy laws which may arise in connection with this Agreement. Notwithstanding the generality of the foregoing, the Publisher agrees to bear sole responsibility for obtaining the lawful consent of any user whose equipment is accessed or used for the storage of a cookie or similar technology for the provision of Ad Network’s services in accordance with this Agreement.

7. Indemnification (a) Ad Network’s Indemnification of Publisher. Ad Network agrees to indemnify, defend and hold harmless Publisher and Publisher’s officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses (each a “Claim”), arising out of or related to any breach of any representation, warranty, covenant and/or agreement made by Ad Network in this Agreement. (b) Publisher’s Indemnification of Ad Network. Publisher agrees to indemnify, defend and hold harmless Ad Network and Ad Network’s officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, customers, subsidiaries, successors and assigns from and against any and all third party Claims, arising out of or related to any breach of any representation, warranty, covenant and/or agreement made by Publisher in this Agreement. (c) Indemnification Procedure. As a condition of the indemnifying party’s obligations in this section, the indemnified party must (i) provide prompt notice when it becomes aware of a relevant Claim or allegation by a third party; (ii) authorize the indemnifying party, in a signed writing, to conduct the defense and settlement of the third party’s claim, without interference; and (iii) give to the indemnifying party all the information and assistance that it may reasonably request in connection with defending or settling the Claim, provided that the indemnified party be reimbursed for its reasonable out-of-pocket expenses incurred by providing that information and assistance. The indemnifying party agrees not to settle such a third-party claim unless the settlement fully releases the indemnified party, or unless the indemnified party provides a signed, written consent to the settlement in advance.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

8. Term and Termination (a) Termination by Ad Network. This Agreement, as may be amended, applies to Publisher for as long as Publisher delivers Ads or Creatives for Ad Network. Upon 30 days written notice to Publisher, Ad Network reserves the right to terminate this Agreement at any time, with or without cause. Notwithstanding the previous sentence, Ad Network reserves the right to terminate this Agreement at any time without notice, if Ad Network in its sole discretion determines that Publisher is using the Ad Network ad serving in a manner that may be construed as illegal, unethical, defamatory or that otherwise may reflect negatively upon Ad Network’s reputation or that of Ad Network’s customers, or if Publisher breaches any other term or condition of this Agreement and is not able to cure the same within five business days of notice thereof. (b) Termination by Publisher. Publisher reserves the right to terminate this Agreement upon 30 days written notice (e-mail to suffice) to Ad Network at arty time, with or without cause, and to cease display of any Ad or Creative within Publisher’s players, wherever the players may reside. (c) Post-termination. Upon termination, Publisher agrees to remove from its players any and all Ad Network ad serving code supplied to Publisher by Ad Network. Publisher will be paid, in the next scheduled payment cycle following termination, all payments due through and including the time of termination.

9. Governing Law and Forum Selection This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with, governed by and all questions with respect thereto shall be determined by, the laws of the State of California applicable to contracts entered into and wholly to be performed within said state. Each Party hereby consents to the personal jurisdiction of the State of California, acknowledges that venue is proper in any Federal or state court in the State of California, agrees that any action arising out of or related to this Agreement must be brought exclusively in a Federal or state court in the State of California and waives any objection it has or may have in the future with respect to any of the foregoing.

10. Notice Except as provided elsewhere herein, both Parties must send all notices relating to this Agreement as follows: (i) if to Ad Network, via e-mail, registered mail, return receipt requested or via an internationally recognized express mail carrier to 343 Sansome Street, Suite 600, San Francisco, CA 94104; and (ii) if to Publisher, to the physical address listed above via registered mail, return receipt requested or via an internationally recognized express mail carrier, or to the email address set forth on the signature page to this Agreement.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

11. Assignment No rights or obligations under this Agreement may be assigned by Ad Network or Publisher without the prior written consent of the other, except that either Party may assign its performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the other Party’s prior written consent in the case of a merger, acquisition or other change of control (as that phrase is interpreted under Delaware law). Any assignment, transfer or attempted assignment or transfer in violation of this Section 11 shall be void and of no force and effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

12. Force Majeure Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

13. Survival and Severability Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening. Each Party acknowledges that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. In the event that any provision of this Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to the Agreement, then (i) such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.

14. Remedies and Waiver Except as otherwise specified herein, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity. Failure of either Party to require strict performance by the other party of any provision shall not affect the Party’s right to require strict performance thereafter. Waiver by either Party of a breach of any provision shall not waive either the provision itself or any subsequent breach,

15. LIMITATIONS AND EXCLUSIONS OF LIABILITY UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE PERFORMANCE UNDER OR FAILURE OF

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES IN EXCESS OF AMOUNTS PAYABLE BY BRIGHTROLL PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD LEADING UP TO THE CLAIM.

16. Confidentiality Each Party agrees not to disclose the other Party’s Confidential Information without their prior written consent. For purposes of this Agreement, “Confidential Information” includes, without limitation: (a) all intellectual property, including, without limitation, all software, technology, programming, technical specifications, materials, guidelines and documentation relating to each party’s service; (b) any click-through rates, financial information (including pricing), business information, including, without limitation, operations, planning, marketing interests, products and any other reporting information; and (c) any other information designated in writing as “Confidential” or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary given its nature or the circumstances under which it was disclosed. Confidential Information does not include information that has become publicly known through no breach by the recipient Party of these confidentiality obligations or information that has been: (x) independently developed without access to Confidential Information, as evidenced in writing; (y) rightfully received from a third party without a breach of confidentiality by such third party; or (z) required to be disclosed by law or by a governmental authority.

17. Independent Contractors Ad Network and Publisher are independent contractors under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship between Ad Network and Publisher, and neither Party has authority to enter into agreements of any kind on behalf of the other.

18. No Modification Unless in Writing Except as specifically and expressly addressed in any amendment executed by the Parties, the terms and conditions of this Agreement in effect between the Parties shall govern.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

EXHIBIT 10.11

FOTV MEDIA NETWORKS INC. 338 N. Canon Drive, 3 rd Floor Beverly Hills, California 90210

April 28, 2016

Mr. Alkiviades (Alki) David 1141 Summit Drive Beverly Hills, CA 90210

Dear Alki:

This letter will confirm the terms of your employment by FOTV Media Networks Inc., a Delaware corporation (the “Company”).

1. TITLE

You shall be employed by the Company as its President and Chief Executive Officer.

2. SALARY

Your salary shall be $550,000 per year, payable in bi-weekly installments.

3. RESPONSIBILITIES

Your responsibilities and duties shall be those ordinarily possessed by the President and Chief Executive Officer of a publicly-traded company.

4. CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

You will be required to execute the Company’s standard form of Confidentiality and Non-Competition Agreement, a copy of which is included with this letter.

Very truly yours,

FOTV MEDIA NETWORKS INC.

By: /s/ Peter van Pruissen Name: Peter van Pruissen Title: Chief Financial Officer

ACCEPTED AND AGREED:

/s/ Alkiviades David Alkiviades (Alki) David

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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).

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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.

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: [email protected]

If to Executive, to: Sanjay Reddy 3937 Ventura Canyon Avenue Sherman Oaks, CA 91423 E-mail: [email protected]

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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: [email protected]

If to Executive, to: Sanjay Reddy 3937 Ventura Canyon Avenue Sherman Oaks, CA 91423 E-mail: [email protected]

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: [email protected]

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.

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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.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

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]

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Exhibit 10.14

DATED 31 October 2013

BRITISH SKY BROADCASTING LIMITED

and

THE BROADCASTER

EPG SERVICES AGREEMENT

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THIS AGREEMENT IS MADE BETWEEN: (1) BRITISH SKY BROADCASTING LIMITED , a company incorporated under the laws of England and Wales (registered number 02906991) whose registered office is at Grant Way, Isleworth, Middlesex TW7 5DQ (“ BSkyB ”); and

(2) THE ENTITY SPECIFIED AT PARAGRAPH 1 OF ANNEX A (the “ Broadcaster ”)

BACKGROUND: (A) BSkyB provides certain services to broadcasters in connection with its electronic programme guide,

(B) The Broadcaster wishes to acquire such services from BSkyB upon the terms set out herein.

THE PARTIES NOW AGREE as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 The words and expressions set out in Schedule 1 shall have the meanings ascribed therein.

1.2 References in this Agreement to “BSkyB” and the “Broadcaster” shall include their respective employees, agents and permitted assigns.

1.3 Headings are included for ease of reference only and shall not affect the interpretation or construction of this Agreement.

1.4 References to Clauses, Schedules and Annexes are, unless otherwise provided, references to Clauses of and Schedules and Annexes to this Agreement.

1.5 In the event, and to the extent only, of any conflict between the Clauses and the Annex or the Schedules and the Annex, the Annex shall prevail. In the event, and to the extent only, of any conflict between the Clauses and the Schedules, the Clauses shall prevail.

1.6 Without prejudice to Clause 8.9, references in this Agreement to the “Channel” or to a “Channel” shall be deemed to be separate, several references to each of the Channels listed at any time in Paragraph 7 of Annex A. Without limitation to the generality of the foregoing, this shall mean that Charges shall be payable per Channel, and Service Credits shall be awarded per Channel.

2. COMMENCEMENT DATE AND TERM

2.1 This Agreement shall be legally binding on the parties from the date hereof. The parties’ obligations shall commence from the Commencement Date specified in Paragraph 2 of Annex A.

2.2 This Agreement shall expire on the date specified in Paragraph 3 of Annex A.

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3. PROVISION OF EPG SERVICES

3.1 BSkyB shall provide the EPG Services described in Schedule 2. This Agreement does not entitle the Broadcaster to receive any services other than those described in Schedule 2.

3.2 The Broadcaster shall comply with its obligations in connection with the EPG Services set out (i) in Schedule 2 and (ii) in the Specifications referred to in Schedule 3.

3.3 This Agreement shall only apply in respect of EPG Services for Television Channels, Radio Stations and Interactive Services broadcast by the Broadcaster (and in respect of which the Broadcaster holds the relevant broadcast licenses (if any)). The Broadcaster may request a different agreement from BSkyB in respect of any Television Channels, Radio Stations and/or Interactive Services which the Broadcaster distributes in the Territory (on a pay-TV basis), but does not itself broadcast.

4. SERVICE LEVELS AND SERVICE FAILURES

4.1 BSkyB shall provide EPG Services to the Broadcaster:

(i) to substantially the same standard as it provides such services to Third Parties; and

(ii) materially in accordance with the Technical Specifications.

4.2 BSkyB does not warrant that the EPG Services shall be free from error or fault.

4.3 A Service Failure shall have occurred if, due to an act or omission of BSkyB:

(i) the EPG incorrectly displays or does not display the EPG listing for the Channel, such that it is not possible for viewers to select the

Channel from within the EPG; or

(ii) the EPG does not navigate to the Channel when the Channel is selected from within the EPG, and, in either case, the fault has affected not less than twenty five per cent (25%) of Set Top Boxes normally entitled to view the Channel for no less than ten (10) consecutive minutes. For the avoidance of doubt, a Service Failure shall include a Total Service Failure.

4.4 A Total Service Failure shall have occurred if, due to an act or omission of BSkyB:

(i) the EPG incorrectly displays or does not display the EPG listing for the Channel, such that it is not possible for viewers to select the

Channel from within the EPG; or

(ii) the EPG does not navigate to the Channel when the Channel is selected from within the EPG,and, in either case, the fault has affected not less than eighty five per cent (85%) of Set Top Boxes normally entitled to view the Channel for no less than twenty four (24) consecutive hours.

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4.5 BSkyB shall use all reasonable endeavors to correct Service Failures and any other fault with the EPG as soon as practicable and in accordance with accepted satellite television engineering practices.

4.6 In the event of any Service Failure, BSkyB shall credit the Broadcaster with Service Credits calculated in accordance with Schedule 4.

4.7 The aggregate value of all Service Credits which shall be payable to the Broadcaster as a consequence of or in connection with Service Failures which are not Total Service Failures occurring in any calendar month during the Term shall be capped at seventy per cent (70%) of the Charges payable by the Broadcaster under Clause 7 in respect of that calendar month. The aggregate value of all Services Credits which shall be payable to the Broadcaster as a consequence of or in connection with all Service Failures (including Total Service Failures) occurring in any calendar month during the Term shall be capped at one hundred per cent (100%) of the Charges payable by the Broadcaster under Clause 7 in respect of that calendar month.

4.8 The remedies set out in Clauses 4.6,4.7 and 8.4(ii) shall be the Broadcaster’s only remedies as a consequence of or in connection with any Service Failure, and shall be in full and final settlement of any liability of BSkyB to the Broadcaster arising as a consequence of or in connection with any Service Failure.

4.9 BSkyB shall, on request, provide a written report to the Broadcaster in respect of any Service Failure detailing its length, nature, known cause(s) and action taken to resolve the Service Failure. Such report shall be sent to the Broadcaster within sixty (60) days of the Broadcaster’s request.

5. CHANGES TO THE EPG SERVICES

5.1 BSkyB shall provide the Broadcaster with reasonable prior notice of any proposed change to the Technical Specifications or to the provisions of Schedule 2 which is in either case material to the provision of EPG Services. BSkyB shall have due regard to any comments made by the Broadcaster in response to any such proposed change. Notwithstanding the foregoing BSkyB may, in its absolute discretion, make any change to the Technical Specifications or to the provisions of Schedule 2 as it determines appropriate.

5.2 BSkyB shall provide the Broadcaster with reasonable prior notice of any proposed change to the list of Broadcast Requirements which is material to the broadcast of the Channel. BSkyB shall have due regard to any comments made by the Broadcaster in response to any such proposed change. Notwithstanding the foregoing BSkyB may, in its absolute discretion, make any change to the list of Broadcast Requirements as it determines appropriate, having regard to changes to any relevant standards or any relevant changes to any technology.

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6. USE OF THE EPG SERVICES

6.1 The Broadcaster shall (at its own cost) obtain, install, operate and maintain (or shall procure the obtaining installation, operation and maintenance of):

(i) all equipment (including without limitation, an Approved Adaptation Hub), facilities, licenses and permissions (whether regulatory, copyright, contractual or otherwise) in connection with the encoding multiplexing transmission, up linking transponder capacity, broadcasting and content of and for the Channel; and

(ii) all applicable licenses and permissions (of a regulatory nature or otherwise) for the transmission by or on behalf of the Broadcaster of

the Platform DataStream.

6.2 The Broadcaster shall comply with all legal and regulatory requirements (including any licensing requirements and applicable regulatory codes and directions issued from time to time by any competent regulatory authority) which arise in respect of (i) the Channel, and (ii) the information and content supplied by the Broadcaster for display on the EPG (and, in respect of sub-clause (ii), the Broadcaster shall comply with any applicable requirements, regulatory codes and directions imposed on BSkyB in connection with BSkyB’s broadcast of the EPG as if the Broadcaster were the broadcaster of the EPG).

6.3 In the event that BSkyB reasonably believes that the Broadcaster is in breach of its obligations in Clauses 6.1 or 6.2, BSkyB shall be entitled, without prejudice to its other rights and remedies, and to the extent reasonably necessary to identify, remedy and/or rectify the relevant breach, to:

(i) monitor the Broadcaster’s content and/or the information supplied for display on the EPG, and the Broadcaster hereby undertakes to

indemnify BSkyB fully in respect of any and all costs and/or expenses reasonably incurred in relation to such monitoring; and/or

(ii) without prejudice to Clause 8.6(iii), suspend the provision of EPG services in respect of the affected Channel; and/or

(iii) edit the information giving rise to the breach, and/or to limit the display of such information in the EPG; and/or

(iv) obtain scheduling event and synopsis information for the Channel from another source and include that information in the EPG, and the Broadcaster hereby undertakes to indemnify BSkyB fully in respect of any and all costs and/or expenses reasonably incurred in relation to obtaining such information and including it in the EPG, provided that BSkyB shall, to the extent it considers reasonably practicable, consult with the Broadcaster and give the Broadcaster an opportunity to remedy the relevant breach before proceeding under this Clause 6.3.

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6.4 Without prejudice to BSkyB’s other rights and remedies under this Agreement, BSkyB shall be entitled (but shall not be obliged) to:

(i) obtain scheduling, event and synopsis information for the Channel from another source and include that information in the EPG, and the Broadcaster hereby undertakes to indemnify BSkyB fully in respect of any and all costs and/or expenses reasonably incurred in relation

to obtaining such information and including it in the EPG, if the Broadcaster does not provide such information in accordance with the Technical Specifications and Schedule 2; and

(ii) edit the information provided by the Broadcaster pursuant to the Technical Specifications and Schedule 2 if, in BSkyB’s reasonable opinion, such information is excessively detailed and/or otherwise results in inefficient use of the EPG and/or is not compliant with the Technical Specifications or Schedule 2.

6.5 Without prejudice to Clause 8.1, in the event of any material interference with or failure in the transmission of the Channel, the Broadcaster shall, as soon as is reasonably practicable, notify BSkyB and use its reasonable endeavors to rectify the same.

6.6 The Broadcaster shall indemnify BSkyB against all claims, damages, costs, expenses and other liabilities whatsoever arising directly or indirectly in connection with the content of the Channel and in connection with any information or content supplied by the Broadcaster for display on the EPG (including, but not limited to, claims for defamation and infringement of any other person’s Intellectual Property Rights).

6.7 BSkyB shall:

(i) give notice to the Broadcaster of any claim against BSkyB which would be covered by the indemnity in Clause 6.6 as soon as

reasonably practicable upon becoming aware of the same; and

(ii) at the Broadcaster’s request, which shall be made within ten (10) working days of any notice given pursuant to Clause 6.7(i), and subject to the Broadcaster satisfying BSkyB that it will have the necessary financial resources to satisfy the claim in the event that the claim is successful, give the Broadcaster sole conduct of the defense to and any negotiations in connection with any such claim.

6.8 The Broadcaster shall, as soon as reasonably practicable after accepting sole conduct of the defence and the negotiations under Clause 6.7(ii), take over conduct of the defence to and any negotiations in connection with the claim and any action or litigation that may arise in relation thereto.

6.9 Provided that the Broadcaster has accepted sole conduct of the defence and the negotiations under Clause 6.7(ii) (and has actively and competently taken over such defence and negotiations), BSkyB shall not at any time admit liability or otherwise attempt to settle or compromise the said claim except upon the express instruction of the Broadcaster and shall give to the Broadcaster, at the Broadcaster’s cost, such assistance as it is reasonable to require in respect of the conduct of the said defence and/or negotiations.

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6.10 BSkyB shall indemnify the Broadcaster against all claims, damages, costs, expenses and other liabilities whatsoever arising directly or indirectly out of (i) any edits made by BSkyB pursuant to Clauses 6.3(iii) or 6.4(ii) to the information supplied by the Broadcaster, and (ii) the inclusion by BSkyB of material from another source pursuant to Clauses 6.3(iv) and 6.4(i) (including but not limited to, claims for defamation and infringement of any other person’s Intellectual Property Rights).

6.11 The Broadcaster shall:

(i) give notice to BSkyB of any claim against the Broadcaster which would be covered by the indemnity in Clause 6.10 as soon as

reasonably practicable upon becoming aware of the same; and

(ii) at BSkyB’s request, which shall be made within ten (10) working days of any notice given pursuant to Clause 6.11(i), and subject to BSkyB satisfying the Broadcaster that it will have the necessary financial resources to satisfy the claim in the event that the claim is successful, give BSkyB sole conduct of the defence to and any negotiations in connection with any such claim.

6.12 BSkyB shall, as soon as reasonably practicable after accepting sole conduct of the defence and the negotiations under Clause 6.11(ii), take over conduct of the defence to and any negotiations in connection with the claim and any action or litigation that may arise in relation thereto.

6.13 Provided that BSkyB has accepted sole conduct of the defence and the negotiations under clause 6.11(ii) (and has actively and competently taken over such defence and negotiations), the Broadcaster shall not at any time admit liability or otherwise attempt to settle or compromise the said claim except upon the express instruction of BSkyB and shall give to BSkyB, at BSkyB’s cost, such assistance as it is reasonable to require in respect of the conduct of the said defence and/or negotiations.

7. CHARGES

7.1 The Broadcaster shall pay the Charges determined in accordance with this Clause 7. Such Charges shall be payable in respect of the period from (i) the Commencement Date (in respect of Channels which launched via an EPG Launch Queue and whose Actual Launch Date was on or prior to the Commencement Date), or (ii) from the Actual Launch Date (in respect of any Channels which launched via an EPG Launch Queue and whose Actual Launch Date is after the Commencement Date and any additional new Channels to which this Agreement is applied by a variation in accordance with Clause 15.4) or (iii) the date specified at Paragraph 5 of Annex A (in respect of Channels which launched into the EPG as the result of the acquisition from a third party of such third party’s right to have a channel listed in the EPG, in accordance with BSkyB’s Listing Methodology) until expiry or earlier termination of this Agreement.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

7.2 The Broadcaster shall pay the Charges published by BSkyB, which are available for download from the “Policies & Regulatory Information” section of the Sky Corporate Website: http://corporate.skv.com/about_sky or on such other website as may be notified by BSkyB from time to time. The published Charges shall be referred to in this Agreement as the “Published Price List”. It is BSkyB’s intention that the Published Price List shall include Charges which shall apply specifically in respect of additional new Channels to which this Agreement is applied by a variation in accordance with Clause 15.4, and in respect of Channels for which the Actual Launch Date was less than twelve (12) months prior to the Commencement Date. Such Charges shall be referred to in this Agreement as the “New Channel Charges”.

7.3 BSkyB may vary the Published Price List at any time either with immediate effect or on such date as it may specify, where BSkyB considers that such variation is necessary in order for BSkyB or any of its Associated Companies to comply with any regulatory obligation.

7.4 BSkyB may also vary the Published Price List at any time on no less than ninety (90) days written notice to the Broadcaster. Except in the circumstances specified below, BSkyB does not intend to exercise its right to vary the Published Price List pursuant to this Clause 7.4 less than twelve (12) months after the preceding variation pursuant to this Clause 7.4, but nevertheless expressly reserves its right to do so at any time. The circumstances in which BSkyB expects that it may be necessary to vary the Published Price List within twelve (12) months of a previous variation pursuant to this Clause 7.4 include where:

(i) the Broadcaster makes material changes to the content on the Channel, the type and nature of the Channel, any services offered through

the Channel or to the hours during which it broadcasts the Channel;

(ii) there are material changes to any Conditional Access Services and/or Regionalization Services applied to the Channel (including the application or removal of Conditional Access and/or Regionalization Services), regardless of whether the Broadcaster is itself the contracting party in respect of such services; or

(iii) The Channel is subject to the New Channel Charges and a period of twelve (12) months elapses since the Actual Launch Date of the

Channel.

7.5 The Charges are exclusive of VAT which shall, where applicable, be invoiced by BSkyB and paid by the Broadcaster at the prevailing rate and in the manner prescribed by law at the date of invoice.

7.6 BSkyB may invoice the Charges quarterly in advance. Such invoices may be issued up to forty-five (45) days prior to the commencement of the period to which the invoiced Charges relate. The Broadcaster acknowledges that the first invoice issued to it pursuant to this Agreement may cover a period of one or more months and that BSkyB intends to issue the Broadcaster with a quarterly invoice within three (3) months of the

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Commencement Date of this Agreement. BSkyB shall issue invoices to the email address specified in Paragraph 4 of Annex A. The

Broadcaster may change the email address for invoices by service of written notice on BSkyB.

7.7 The Broadcaster shall pay each invoice (including, without limitation, the first invoice) rendered in accordance with this Agreement in

cleared funds within thirty (30) days of the date of the invoice (the “due date”).

7.8 BSkyB may charge interest on any sums which are overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, under which, as at the date of this Agreement, the applicable interest rate is the Bank of England base interest rate plus eight per cent (8%). Such interest shall accrue and be calculated on a daily basis.

7.9 The Broadcaster expressly agrees that if any amounts are properly due and owing to BSkyB pursuant to an agreement between the parties for the provision immediately prior to the Commencement Date of EPG services in respect of the Channel, the failure to pay such amounts by their due date (as defined in the relevant prior agreement) shall be deemed to be a breach of this Agreement by the Broadcaster. BSkyB’s various rights and remedies in the event of a breach (including those remedies set out in Clause 8) shall apply as if the Broadcaster had failed to pay the relevant amount pursuant to this Agreement.

7.10 BSkyB may at any time, on notice to the Broadcaster, set off any liability of the Broadcaster to BSkyB arising under this Agreement against any liability of BSkyB to the Broadcaster, whether any such liability is present or future, liquidated or unliquidated and whether arising under this Agreement or any other agreement between the Broadcaster and BSkyB. Any exercise by BSkyB of its rights under this Clause 7.10 shall be without prejudice to any other rights or remedies available to BSkyB arising under this Agreement or under any other agreement between the Broadcaster and BSkyB.

7.11 The Broadcaster shall comply with any additional payment, deposit or security requirements specified in Paragraph 5 of Annex A.

7.12 The Broadcaster shall pay each and every invoice issued to it in relation to the provision of EPG Services by way of electronic transfer and in cleared funds by no later than 3pm (GMT) on its due date into such bank account as notified by BSkyB to the Broadcaster from

time to time. For the avoidance of doubt, BSkyB shall not accept payment by any means other than electronic transfer in cleared funds into the bank account notified to the Broadcaster.

7.13 The Broadcaster shall, or shall ensure that any third party making a payment on behalf of the Broadcaster shall, at the time of making a payment into BSkyB’s bank account of any amounts owed to BSkyB in accordance with this Agreement, provide: (i) an accompanying reference number, which shall be the Broadcaster’s account number as specified to the Broadcaster by BSkyB; (ii) the name of the entity making the payment; and (iii) documentary proof of remittance sent to the following email address: accountsreceivablegobskvb.com or to such other email address as notified by BSkyB to the Broadcaster from time to time.

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8. SUSPENSION AND TERMINATION

8.1 BSkyB shall be entitled to suspend the provision of EPG Services in respect of a Channel:

(i) forthwith if the Broadcaster ceases to broadcast the Channel in the Territory in accordance with the Broadcast Requirements such that

the Channel is not available to viewers (within its normal broadcast hours);

(ii) forthwith if the scheduling, event and synopsis information in respect of the Channel contains material inaccuracies or is materially non-

compliant with the Technical Specifications and/or the requirements in this Agreement; or

(iii) forthwith if a Channel not listed in the Adult genre of the EPG changes the nature of its programming such that in BSkyB’s reasonable opinion, the Channel should most appropriately be located in the Adult genre, but there are no available channel numbers for additional channels in the Adult genre because either (a) the genre is full; or (b) Sky has reserved a channel number in the Adult genre for a channel in the Launch Queue or for a channel that is expected to move from another genre into the Adult genre following the transfer of an EPG slot;

(iv) forthwith if a Channel broadcasting in High Definition Format ceases to comply with any of the technical requirements or content standards for channels broadcast in High Definition Format as set out in BSkyB’s Listing Methodology, provided that BSkyB shall, to the extent that it considers reasonably practicable, consult with the Broadcaster and give the Broadcaster an opportunity to remedy the relevant breach before proceeding under this Clause 8.1(iv). As part of such consultation, BSkyB shall give the Broadcaster the option of broadcasting the Channel (a) in standard definition format, except where the Channel is a Fixed HD Channel and/or (b) in 3D Format;

(v) forthwith if a Channel broadcasting in 3D Format ceases to comply with any of the technical requirements or content standards for channels broadcast in 3D Format as set out in BSkyB’s Listing Methodology, provided that BSkyB shall, to the extent it considers reasonably practicable, consult with the Broadcaster and give the Broadcaster an opportunity to remedy the relevant breach before proceeding under this Clause 8.1(v). As part of such consultation, BSkyB shall give the Broadcaster the option of broadcasting the Channel (a) in standard definition format, except where the Channel is a Fixed 3D Channel and/or (b) in High Definition Format;

(vi) subject to Paragraph 6 of Annex A, forthwith if the Broadcaster ceases to schedule and to broadcast on the Channel at least twelve (12) hours of properly scheduled, non-repeating programming in each seven (7) day period, or such other amount of properly scheduled, non-repeating programming as may be

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specified in BSkyB’s Listing Methodology from time to time, PROVIDED THAT this Clause 8.1(vi) shall not apply in respect of any Interactive Service. In this Clause and Clause 8.2, “properly scheduled, non-repeating programming” shall mean programming which is

scheduled in accordance with the Technical Specifications and which has not already been scheduled and broadcast on the Channel during the relevant period;

(vii) by service on the Broadcaster of not less than fourteen (14) days’ notice in writing if the Broadcaster has failed to pay within fourteen (14) days of its due date any invoice issued by BSkyB in accordance with Clause 7 provided that (i) such invoice is not paid during such

fourteen day notice period and (ii) the Broadcaster has on three (3) or more occasions in the preceding twelve (12) month period failed to pay by their due date any invoices issued in accordance with Clause 7;

(viii) forthwith in accordance with Clause 6.3(ii);

(ix) forthwith in the event that the Listing Methodology specifies that BSkyB has the right to suspend or terminate a broadcaster’s agreement

for EPG Services in certain specified circumstances and such circumstances arise in respect of the Channel(s)or the Broadcaster;

(x) forthwith in the event that BSkyB becomes aware that the name of the Channel as provided by the Broadcaster to BSkyB as shown on

the EPG no longer matches or closely matches the name on the broadcast license specified in Paragraph 7 of Annex A;

(xi) forthwith if the Broadcaster broadcasts a Slate on the Channel without obtaining the prior written consent of BSkyB in accordance with

Clause 13.4 of this Agreement;

(xii) forthwith if BSkyB reasonably considers that any statement or advice or encouragement:

(a) broadcast on the Channel;

(b) in the scheduling, event and synopsis information provided in respect of the Channel; or

(c) on any website referred to (1) on the Channel or (2) in the scheduling event and synopsis information provided in respect of the

Channel, is in breach of Clause 13.3 of this Agreement;

(xiii) forthwith in accordance with Clause 13.5 of this Agreement;

(xiv) forthwith, in the event that the Channel is most appropriately listed in the Adult genre, is broadcast pursuant to a license (or equivalent

authorization) other than a license issued by Ofcom (or any successor regulator in the United Kingdom), and

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BSkyB reasonably believes that the content on the Channel does not comply with the rules contained in Sections 4, 23, 30 or 32 of the Broadcast Committee of Advertising Practice Code (“BCAP Code”), provided that BSkyB shall, to the extent that it considers

reasonably practicable, consult with the Broadcaster and give the Broadcaster an opportunity to remedy the relevant breach before proceeding under this Clause 8.1 (xiv); or

(xv) forthwith if a Fixed Local TV simulcast ceases to meet the requirements for Local TV simulcasts as set out in BSkyB’s Listing Methodology, provided that BSkyB shall, to the extent that it considers reasonably practicable, consult with the Broadcaster and give the Broadcaster an opportunity to remedy the relevant breach before proceeding under this Clause 8.1(xv), and during any period of suspension under Clause 8.1 the Broadcaster shall continue to be liable for the Charges applicable during that period.

8.2 Without prejudice to Clauses 8.3 and 8.6, BSkyB shall re-commence providing EPG Services following a suspension pursuant to Clause 8.1 when it is satisfied that:

(i) following a suspension in accordance with Clause 8.1(i) the Broadcaster is broadcasting the relevant Channel in the Territory in

accordance with the Broadcast Requirements and with the requisite amount of properly scheduled, non-repeating programming;

(ii) following a suspension in accordance with Clause 8.1(ii) the Broadcaster’s scheduling event and synopsis information is materially

accurate and materially conforms with the Technical Specifications and the requirements of this Agreement;

(iii) following a suspension in accordance with Clause 8.1(iii), the content of the Channel has changed such that it is no longer most

appropriately located in the Adult genre or a channel number becomes available in the Adult genre for the Channel;

(iv) following a suspension in accordance with Clause 8.1(iv), the Channel has become fully compliant with the applicable technical

requirements and content standards for channels broadcast in High Definition Format as set out in BSkyB’s Listing Methodology;

(v) following a suspension in accordance with Clause 8.1(v), the Channel has become fully compliant with the technical requirements and

content standards for channels broadcast in 3D Format as set out in BSkyB’s Listing Methodology;

(vi) following a suspension in accordance with Clause 8.1(vi), the Broadcaster is scheduling and broadcasting on the Channel at least twelve (12) hours of properly scheduled, non-repeating programming in each seven (7) day period, or such other amount of properly scheduled, non-repeating programming as may be specified in BSkyB’s Listing Methodology from time to time;

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(vii) following a suspension in accordance with Clause 8.1(vii), the Broadcaster has paid all outstanding invoices;

(viii) following a suspension in accordance with Clause 8.1(viii), the Broadcaster has remedied any breach of its obligations in Clauses 6.1 or

6.2 (as appropriate);

(ix) following a suspension in accordance with Clause 8.1(ix), the circumstances specified in the Listing Methodology have ceased to apply

in respect of the Channel or the Broadcaster;

(x) following a suspension in accordance with Clause 8.1(x), the name of the Channel as provided by the Broadcaster to BSkyB to be shown

on the EPG matches or closely matches the name on the broadcast license specified in Paragraph 7 of Annex A;

(xi) following a suspension in accordance with Clause 8.1(xi), the Broadcaster has ceased broadcasting a Slate in breach of Clause 13.4 of

this Agreement;

(xii) following a suspension in accordance with Clause 8.1(xii), the Broadcaster:

(a) has ceased broadcasting any statement or advice or encouragement on the Channel which is in breach of Clause 13.3 of this

Agreement;

(b) is providing scheduling, event and synopsis information in respect of the Channel, which is not in breach of Clause 13.3 of this

Agreement; or

(c) has, in relation to any website that contains any statement or advice or encouragement in breach of Clause 13.3, ceased (1) broadcasting on the Channel references to such website, or (2) providing scheduling, event and synopsis information in respect of the Channel containing such website; or

(xiii) following a suspension in accordance with Clause 8.1(xiii), the Broadcaster is scheduling and broadcasting on the Channel either (i) properly scheduled programming or (ii) a Slate and scheduling event and synopsis information in respect of the Channel, the wording of which has been agreed in accordance with Clause 13.5 of this Agreement;

(xiv) following a suspension pursuant to Clause 8.1(iv), BSkyB reasonably believes that the Channel does not contain any content that would

not comply with the rules contained in Sections 4,23,30 or 32 of the BCAP Code; or

(xv) following a suspension in accordance with Clause 8.1(xv), the Channel has become fully compliant with the applicable requirements for

Local TV simulcasts as set out in BSkyB’s Listing Methodology, and provided that BSkyB will have no obligation to re-commence providing EPG Services pursuant to this Clause 8.2 on a Friday, Saturday, Sunday, Bank Holiday, or during a Platform Freeze. The Broadcaster shall continue to be liable for the Charges during any period of suspension under Clause 8.1 above.

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8.3 Either party may terminate this Agreement by service on the other party of:

(i) notice in writing having effect forthwith, if the other party shall become insolvent or have an administrator or administrative receiver appointed over the whole or any part of its assets or go into liquidation (whether compulsory or voluntary) otherwise than for the

purposes of bona fide amalgamation or reconstruction or shall make any agreement with its creditors or have any form of execution or distress levied upon its assets or cease to carry on business;

(ii) not less than thirty (30) days’ notice in writing specifying a material or persistent breach by the other party of a material obligation that is capable of remedy and requiring that the breach is remedied, provided that the breach is not remedied during such period. Without prejudice to the generality of this Clause 8.3(ii), the Broadcaster shall be considered to be in material breach of a material obligation if

(iii) it fails to pay any invoice issued by BSkyB in accordance with Clause 7 for Charges relating to a period of more than three (3) months within thirty (30) days of its due date; or (ii) it fails to pay any invoice issued by BSkyB in accordance with Clause 7 within sixty (60) days of its due date.

(iv) notice in writing having effect forthwith specifying a material or persistent breach by the other party of a material obligation which is

not capable of remedy; or

(v) notice in accordance with Clause 9.6.

8.4 The Broadcaster may terminate this Agreement in respect of any Channel by service on BSkyB of:

(i) not less than ninety (90) days’ notice in writing at any time;

(ii) notice in writing taking effect forthwith in the event that either of the Service Credit caps specified in Clause 4.7 have been reached in respect of three (3) calendar months in any twelve (12) month period during the Term, provided that such notice is given within sixty (60) days of this right of termination arising; and

(iii) not less than seven (7) days’ notice in writing taking effect on a date nominated by the Broadcaster in such notice where BSkyB has either (i) first published its Published Price List in accordance with Clause 7.2, or (ii) varied its Published Price List in accordance with Clause 7.3 or 7.4, and such publication or variation (as the case may be) would result in the Broadcaster being liable for higher Charges

in aggregate in respect of the Channel than it would have been liable for if such publication or variation had not been made, provided that termination pursuant to this Clause 8.4(iii) must take effect within ninety (90) days of the relevant publication or notification of the variation by BSkyB.

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8.5 If the Broadcaster terminates this Agreement pursuant to Clause 8.4(iii), it shall (in respect of the Channel subject to the termination only) be liable for the Charges applicable to the Channel immediately prior to the relevant publication or variation having effect, and shall not be liable for the higher Charges resulting from the relevant publication or variation. BSkyB shall, to the extent necessary, credit the difference between such Charges if it has already invoiced the higher Charges prior to the service of notice by the Broadcaster pursuant to Clause 8.4(iii).

8.6 BSkyB may terminate this Agreement by service on the Broadcaster of:

(i) notice in writing taking effect forthwith in the event that BSkyB is entitled to suspend the provision of EPG Services pursuant to Clause 8.1, where BSkyB has exercised a right to suspend the EPG Services pursuant to Clause 8.1 on two or more previous occasions during

the Term, provided that none of the failures giving rise to such right to suspend has arisen due to an event of Force Majeure affecting the Broadcaster;

(ii) notice in writing taking effect forthwith in the event that BSkyB has suspended the provision of EPG Services pursuant to Clause 8.1 and such EPG services remain suspended for a period of one (1) month or more. This Clause 8.6(ii) shall not apply where the Broadcaster has been suspended in accordance with Clause 8.1 (vii).

(iii) notice in writing taking effect forthwith in the event that the broadcast license specified in Paragraph 7 of Annex A in respect of the Channel is cancelled, revoked, expires without being immediately renewed or replaced or, without prejudice to Clause 12, is transferred to any other entity;

(iv) notice in accordance with Paragraph 5.2 or 12.6 of Schedule 2;

(v) notice in writing taking effect on a date nominated by BSkyB in such notice, in the event that BSkyB reasonably considers that any provision of this Agreement or any assumption underlying this Agreement may not be consistent with the regulatory obligations imposed on BSkyB or an Associated Company, provided that after serving notice under this Clause 8.6(v), BSkyB shall give the

Broadcaster reasonable notice of the terms (such terms being consistent with the regulatory obligations imposed on BSkyB and its Associated Companies) on which BSkyB offers to continue to provide EPG Services in respect of the Channel upon termination of this Agreement;

(vi) not less than one hundred and twenty (120) days’ notice in writing where BSkyB reasonably considers that, but for the existence of this

Agreement, it would not be required to provide EPG Services to the Broadcaster in respect of the Channel;

(vii) notice in accordance with Clause 12.4; or

(viii) notice in writing taking effect forthwith in the event that the Channel contains material that either has been classified R18 by the British

Board of Film Classification (“BBFC”), or which would be so classified were it submitted to the BBFC for classification.

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8.7 Those provisions of this Agreement which by their nature were intended to continue after termination of this Agreement (including, to the extent relevant, Clauses 8 (Suspension and Termination), 9 (Force Majeure), 10 (Liability), 11 (Confidentiality), 13 (Publicity, Marketing and use of EPG Data), 14 (Notices) and 15 (General)) shall continue in full force and effect notwithstanding the termination or expiry of this Agreement.

8.8 Termination or expiry of this Agreement shall not operate as a waiver of any breach by a party of any of the provisions hereof and shall be without prejudice to any rights or remedies of either party which may arise as a consequence of such breach or which may have accrued hereunder up to the date of such termination or expiry.

8.9 Except where a relevant event of default affects a party’s ability to perform this Agreement as a whole, a party’s rights of termination pursuant to this Clause 8 shall apply on a Channel by Channel basis, and termination of this Agreement in respect of any Channel will not affect the continued application of this Agreement to any other Channels.

8.10 The Broadcaster expressly acknowledges that if this Agreement is terminated pursuant to this Clause 8 in respect of any Channel, BSkyB shall be entitled to cease to provide EPG Services in respect of that Channel forthwith. Without prejudice to the generality of the foregoing, if the Broadcaster wishes to re-launch the affected Channel into the EPG at a later date, the Channel will be launched in accordance with BSkyB’s normal channel launch procedures at a new channel number.

9. FORCE MAJEURE

9.1 Subject to Clauses 9.2, 9.3 and 9.4, any delay or failure to perform an obligation under this Agreement by a party (the “affected party”) shall not constitute a breach of this Agreement to the extent that it is caused by an event of Force Majeure.

9.2 The affected party shall promptly notify the other party in writing of the estimated extent and duration of the inability to perform its obligations.

9.3 Upon the cessation of the event of Force Majeure, the affected party shall promptly notify the other party in writing of such cessation.

9.4 The affected party shall use all reasonable endeavors to mitigate the effect of each event of Force Majeure.

9.5 Where an event of Force Majeure affecting BSkyB results in:

(i) the EPG incorrectly displaying or not displaying the EPG listing for the Channel, such that it is not possible for viewers to select the

Channel from within the EPG; or

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(ii) (the EPG not navigating to the Channel when the Channel is selected from within the EPG, and in either case the fault has affected no less than twenty five per cent (25%) of Set Top Boxes normally entitled to view the Channel for no less than twenty four (24) hours, then BSkyB shall credit to the Broadcaster a reasonable proportion (as determined solely by BSkyB) of the Charges payable in respect of the period during which the event of Force Majeure persists. Such amount shall be credited within sixty (50) days of the cessation of the event of Force Majeure.

9.6 If, following three months from the date of notification under Clause 9.2, the event of Force Majeure persists, the unaffected party may forthwith terminate this Agreement by service of notice in writing on the affected party.

9.7 Without prejudice to the generality of Clause 9, neither party shall be in breach of this Agreement for failure to perform its obligations or observe the provisions of this Agreement where to do so would place such party in breach of any applicable law, regulation, code of practice or similar instrument of any competent regulator.

10. LIABILITY

10.1 Neither party excludes or limits liability to the other party for death or personal injury.

10.2 Subject to Clause 10.1 neither party shall be liable to the other in contract, tort (including negligence and breach of statutory duty) or otherwise for indirect or consequential loss or damage. For these purposes, the expression “indirect or consequential loss or damage” shall include but not be limited to loss of revenue, profit, anticipated savings or business.

10.3 The parties’ respective liabilities pursuant to the indemnities in Clause 6.6 and Clause 6.10 shall be unlimited. BSkyB’s liability in the event of any Service Failure shall be limited as set out in Clause 4.8.

10.4 Subject to Clauses 10.1,10.2 and 10.3, the liability of each party to the other in contract, tort (including negligence and breach of statutory duty) or otherwise arising by reason of or in connection with this Agreement shall be limited to:

(i) two hundred and fifty thousand pounds (£250,000) for any one incident or series of events arising from a single incident; and

(ii) five hundred thousand pounds (£500,000) for all incidents in any twelve month period.

10.5 No party shall be liable to the other to the extent that any loss or damage arises or is increased as a result of any failure of any equipment or systems for which the other is responsible pursuant to this Agreement.

10.6 Should any limitation or provision contained in this Clause 10 be held to be invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted.

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10.7 All warranties, representations and conditions implied by statute, common law or otherwise, (including but not limited to fitness for purpose) are hereby excluded to the extent permitted by law.

11. CONFIDENTIALITY

11.1 Subject to Clauses 11.2 and 11.3, in respect of Confidential Information disclosed by the other party, each party shall and shall procure that its officers, employees and agents shall:

(i) only use such Confidential Information for the purpose of performing this Agreement;

(ii) (only disclose such Confidential Information to a third party with the prior written consent of the other party; and

(iii) ensure that any third party to which Confidential Information is disclosed under Clause 11.1(ii) or Clause 11.3(iii) executes a

confidentiality undertaking on terms at least as strict as this Clause 11.

11.2 The provisions of Clause 11.1 shall not apply to any Confidential Information which:

(i) is in or comes into the public domain other than by default of the recipient party;

(ii) is or has already been independently generated by the recipient party;

(iii) is in the possession of or is known by the recipient party prior to its receipt from the disclosing party; or

(iv) is properly disclosed pursuant to and in accordance with a relevant statutory or regulatory obligation orto obtain or maintain any listing

on a stock exchange.

11.3 Notwithstanding Clause 11.1, each of the Broadcaster and BSkyB shall be entitled to disclose:

(i) Confidential Information to its permitted sub-contractors when (and to the extent only) such disclosure is necessary for the performance

by the relevant party of its obligations under this Agreement;

(ii) Confidential Information to Ofcom or any successor regulator which has primary responsibility for the regulation of electronic

programme guide services in the United Kingdom (whether or not Clause 11.2 applies); and

(iii) details of the terms and performance of this Agreement to its Associated Companies, auditors, legal and other professional advisers who

are bound by duties of confidentiality.

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12. TRANSFER AND CHANGE OF CONTROL

12.1 The Broadcaster shall not assign or charge the whole or any part of this Agreement or its rights hereunder.

12.2 Without prejudice to Clause 12.1, the Broadcaster shall not transfer or otherwise deal with the whole or any part of this Agreement or its rights or obligations hereunder without the prior written consent of BSkyB. The Broadcaster shall request such consent no less than twenty eight (28) days prior to the proposed transfer, or other dealing. Subject to Clause 12.3, BSkyB shall not unreasonably withhold or delay its consent to a transfer under this Clause 12.2.

12.3 In the event of a proposed transfer of the Broadcaster’s rights and obligations under this Agreement, BSkyB may, without limitation, require as a condition of giving its consent that:

(i) the Broadcaster pays to BSkyB the transfer fee as set out in the Listing Methodology; and

(ii) the parties and transferee enter into documentation effecting the transfer on the terms acceptable to BSkyB.

12.4 In the event that the Broadcaster is to be subject to a change of Control such that it would no longer be Controlled by an Associated Company of the Broadcaster, then:

(i) the Broadcaster shall notify BSkyB within twenty-eight (28) days of such a change of Control taking place; and

(ii) if, as a result of the change of Control, BSkyB requires the Broadcaster to pay a deposit in accordance with the Listing Methodology, then the Broadcaster shall pay such deposit in cleared funds within 30 days of the date of the invoice (“due date”). If the Broadcaster

fails to pay the deposit by the due date, BSkyB may terminate this Agreement by service on the Broadcaster of notice in writing taking effect forthwith.

12.5 BSkyB may assign, transfer, charge or otherwise deal with the whole or any part of this Agreement or its rights or obligations hereunder.

13. PUBLICITY, MARKETING AND USE OF EPG DATA

13.1 Subject to Clause 13.2 and save as required by law or regulation, neither party shall directly or indirectly make any press release or statement to the press, radio, television or other media in any way connected with the subject matter of this Agreement except with the prior written consent of the other which shall not be unreasonably withheld.

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13.2 The Broadcaster shall not, in any advertisement, promotion, marketing materials, publicity materials or other public comment or posting via any media concerning the Channel or any Associated Channel or otherwise, or in the scheduling, event and synopsis information in respect of the Channel, without BSkyB’s prior written consent:

(i) refer to BSkyB or any of its Associated Companies, or to any telephone numbers, URLs or social media sites associated with BSkyB or

any of its Associated Companies;

(ii) use any trade mark, service mark or channel name of BSkyB or any of its Associated Companies; or

(iii) without limitation to the generality of Clause 13.2(ii), describe the Channel or any Associated Channel as being a “Sky channel” or as

being part of “Sky digital”, or any similar description.

13.3 The Broadcaster shall not, on a Channel (including in any advertisement, promotion or other messages on that Channel) or in the scheduling, event and synopsis information in respect of the Channel or on any website referred to on that Channel, without BSkyB’s prior written consent:

(i) make any statement concerning the lack of availability of any Channel or Associated Channel on the BSkyB digital satellite platform;

(ii) make any statement concerning the availability of any Channel or Associated Channel on other platforms carrying audio-visual services. For the avoidance of doubt, the Broadcaster may continue to make customary references to the EPG channel numbers of such Channel(s) on other platforms; or

(iii) advise or encourage viewers to view any Channel or Associated Channel on another platform carrying audio-visual services instead of

on the BSkyB digital satellite platform.

13.4 The Broadcaster shall not broadcast a Slate on any Channel without the prior written consent of BSkyB, such consent not to be unreasonably withheld or delayed.

13.5 For the avoidance of doubt, the Broadcaster shall from time to time be entitled to reduce and/or increase the broadcast hours of one or more of the Channels as it shall, subject only to Paragraph 6 of Annex A to this Agreement, see fit. If the Broadcaster reduces the hours during which it broadcasts any Channel (“broadcast hours”), BSkyB may request the Broadcaster forthwith to (a) continuously broadcast a Slate on such Channel and (b) 16provide revised scheduling, event and synopsis information in respect of such Channel during the hours in which the Broadcaster does not broadcast the Channel (“nonbroadcast hours”), the wording of each of which shall be agreed between the parties acting reasonably. In the event that the Broadcaster does not broadcast such Slate and provide such revised scheduling event and synopsis information in accordance with this Clause 13.5, BSkyB may forthwith suspend the provision of EPG services in respect of that Channel during its non-broadcast hours. In such circumstances the parties agree that BSkyB may broadcast a Slate in place of the Channel during the non-broadcast hours, the wording of which shall be agreed between the parties acting reasonably (or if no such

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wording is agreed, such wording that BSkyB acting reasonably considers appropriate) and/or replace the scheduling event and synopsis information in respect of the Channel provided by the Broadcaster pursuant to this Agreement with the wording of the agreed Slate (or if no such wording is agreed, such wording that BSkyB considers appropriate).

13.6 BSkyB hereby grants consent to the Broadcaster to make reference to the Channel number and basic positioning of the Channel in the EPG, which it may refer to as “Sky Guide” and as being on “the Sky digital satellite platform”.

13.7 BSkyB and its Associated Companies may refer to the Broadcaster and may use the Broadcaster’s trade marks, channel names and service marks (the “Marks”) non-exclusively and royalty-free to the extent necessary for the performance of its obligations under this Agreement in respect of the Channel and for the promotion of the digital satellite platform. BSkyB and its Associated Companies may also use the Marks in any advertising or marketing material or communication, customer or corporate communication or other publicity materials in the Territory, subject to each type of use of the Marks being approved in writing by the Broadcaster (such consent not to be unreasonably withheld) and, such approval having been obtained, BSkyB and its Associated Companies being able to use the Marks in a same or similar way to the approved use without further approval having to be obtained. For the avoidance of doubt, nothing in this clause shall prevent BSkyB and its Associated Companies using the Marks as permitted under the Trade Marks Acts 1994 or as otherwise permitted by law.

13.8 BSkyB shall be entitled to use the EPG Data provided by the Broadcaster pursuant to this Agreement for and in connection with the publication of television listings and the operation of other electronic programme guides provided by BSkyB or any of its Associated Companies in any other media (including the Internet and mobile phones). Where necessary for such publication or operation, BSkyB may pass such EPG Data to third parties. BSkyB shall not charge any third party to whom it passes EPG Data pursuant to this Clause 13.5 without the Broadcaster’s prior written consent. BSkyB shall ensure that nothing in the other electronic programme guides published or operated by BSkyB or any of its Associated Companies will indicate that the Channel is available via such other media where this is not the case, or that the Channel is distributed by BSkyB where this is not the case. This Clause 13.5 shall not apply in respect of any Interactive Service.

14. NOTICES

14.1 Any notice required or authorized by this Agreement must be given in writing and may be delivered (i) personally or (ii) by commercial messenger or courier service, or (iii) sent by fax, or (iv) by prepaid, recorded, postal delivery.

14.2 Notices so given will be deemed to have been duly given and received as follows:

(i) if delivered personally or by commercial messenger or courier service, or if sent by prepaid, recorded, postal delivery, upon delivery at

the address of the relevant party as proven by a signed receipt;

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(ii) if sent by fax, when dispatched, proven by a valid fax transmission sheet provided that, if, in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be given or made outside of the hours of 0830 and 1730 on a working day in the place of delivery, such notice, demand or other communication will be deemed to be given or made on the next working day in such place.

14.3 Notwithstanding Clause 14.2, notices shall be deemed to have been duly given and received where all reasonable endeavors have been made to deliver the notice in accordance with this Clause 14 but such endeavors have been unsuccessful.

14.4 Notices addressed to BSkyB shall be addressed to: The Company Secretary British Sky Broadcasting Limited Grant Way Isleworth Middlesex TW7 5QD Fax: 020 7900 7122

14.5 Notices addressed to the Broadcaster shall be addressed as specified in Paragraph 8.1 of Annex A.

14.6 BSkyB and the Broadcaster may amend their address and facsimile number specified in Clause 14.4 or Paragraph 8.1 of Annex A (respectively) by written notice to the other party.

14.7 The Broadcaster acknowledges that the specifications referred to in Schedule 3, along with any related notifications from BSkyB, relating to the provision of EPG Services shall be sent to the Broadcaster via email to the nominated Compliance Contact as specified in Paragraph 8.2 of Annex A.

14.8 The Broadcaster may amend the Compliance Contact specified in Paragraph 8.2 of Annex A by written notice to BSkyB.

14.9 The Broadcaster acknowledges that it is the responsibility of its Compliance Contact to ensure that the specifications and notifications referred to in clause 14.7 above are made available to those persons within its organization who may require the information contained within such documents in order for the Broadcaster to comply with the terms of this Agreement. For the avoidance of doubt, the Broadcaster shall remain liable for any breach of this Agreement related to non-compliance with the contents of such documents where BSkyB has sent such documents to the Compliance Contact as notified by the Broadcaster to BSkyB at the time of sending.

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15. GENERAL

15.1 Information and assistance : Each party shall promptly supply to the other such information and assistance as the other may reasonably request to enable it to perform its obligations under this Agreement. Each party shall ensure that information provided to the other party in accordance or in connection with this Agreement is correct to the best of its knowledge at the time of such provision.

15.2 Counterparts : This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

15.3 Waiver : The rights of each party under this Agreement are cumulative with, and not exclusive of, rights or remedies provided by law. The rights of each party under this Agreement may be waived only in writing and specifically. Delay in exercising or no exercise of any right under this Agreement is not a waiver of that right.

15.4 Amendments : Without prejudice to BSkyB’s right to vary the Technical Specifications, the Broadcast Requirements and Schedule 2 in accordance with Clause 5, and without prejudice to BSkyB’s right to vary the Charges in accordance with Clause 7, any amendment of this Agreement will not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by authorized representatives of each of the parties.

15.5 Severability : If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:

(i) the legality, validity or enforceability in that jurisdiction of any other term of this Agreement; or

(ii) the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

15.6 Third Party Rights : A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, but this shall not affect any right or remedy of a third party, which exists or is available apart from that Act.

15.7 Entire Agreement : Save in the case of fraudulent misstatement or fraudulent misrepresentation, each party acknowledges that:

(i) this Agreement constitutes the entire and only agreement between the parties relating to the subject matter hereof and supersedes all

previous agreements between the parties; and

(ii) it has not been induced to enter into this Agreement in reliance on, nor has it been given, any warranty, representation, statement,

assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever in respect of the

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subject matter of this Agreement, other than as expressly set out in this Agreement and, to the extent that either party has been so induced, it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation to the same.

15.8 Freedom of Information : BSkyB recognizes that the Broadcaster may be required to release information under the Freedom of Information Act 2000 (“FOIA”), and that such obligations may extend to information which is held by the Broadcaster or by another person on behalf of the Broadcaster. The parties agree that if the Broadcaster receives a request under the FOIA to disclose Confidential Information (in respect of which the Broadcaster is a recipient party for the purposes of this Agreement), it shall: (a) promptly notify BSkyB, and (b) consult with BSkyB prior to disclosing such Confidential Information, provided that nothing in this Paragraph shall require the Broadcaster to do anything which would be in breach of the FOIA or which would be inconsistent with the Lord Chancellor’s Code of Practice on the Discharge of Public Authorities issued pursuant to section 45 of the FOIA.

15.9 Law and Jurisdiction : This Agreement shall be governed and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.

15.10Othe r: the parties hereby agree to comply with any other provisions set out in Paragraph 12 of Annex A.

AS WITNESS the hands of the duly authorized representatives of the parties at the date first above written.

/s/ (signature)

Signed for and on behalf of BRITISH SKY BROADCASTING LIMITED

Signed for and on behalf of

/s/ (please print the name of the entity specified at Paragraph 1 of Annex A)

SCHEDULE 1 DEFINITIONS

In this Agreement, the following words and expressions shall have the meanings ascribed herein.

“3D Format” the PlanoStereoscopic three dimensional format known as “Side-by-Side (Half)”, as further specified in the relevant Broadcast Requirements. “Access Card” a smart card supplied by SSSL for use in a Set Top Box. “Actual Launch Date” in respect of a Channel, either (i) the date that the Channel was first listed in the live EPG, such date being prior to the Commencement Date, or (ii) the date that the Channel is first listed in the live EPG pursuant to Paragraph 5.1(ii) of Schedule 2 (for Television Channels or Radio Stations) or Paragraph 12.5 of Schedule 2 (for Interactive Services). “Agreement” this agreement together with the Schedules and Annex hereto. “Approved Adaptation Hub” a Tandberg Evolution 5000 system, Ericsson iSIS 8000 system or such other adaptation hub each as approved in writing by BSkyB and SSSL. “Associated Channel” any channel broadcast by the Broadcaster or by an Associated Company of the Broadcaster. “Associated Company” in the case of a relevant company, any subsidiary and holding company and any subsidiary of such holding company (and “holding company” and “subsidiary” are defined in Section 1159 Companies Act 2006). “Audio Channel” a channel which is licensed as a television channel but which does not include video. In this Agreement, an Audio Channel shall be a type of Television Channel. “Broadcast Requirements” the requirements listed in Part B of Schedule 3 as changed from time to time in accordance with Clause 5. “Channel” a Television Channel, Radio Station or Interactive Service specified at Paragraph 7 of Annex A “Charges” the charges payable by the Broadcaster pursuant to Clause 7 of this Agreement.

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SCHEDULE 1 DEFINITIONS

In this Agreement, the following words and expressions shall have the meanings ascribed herein.

“Commencement Date” the date set out in Clause 2. “Conditional Access Services” encryption services provided by SSSL for enabling the provision of a Television Channel, Radio Station or Interactive Service on a subscription or pay-per-view basis, or for otherwise enabling a Television Channel, Radio Station or Interactive Service to be available only via an appropriately entitled Access Card. “Confidential Information” all information (whether written or oral) designated as such by either party together with all such other information which relates to the business, affairs, subscribers, products, developments, trade secrets, know-how and personnel of either party (or an Associated Company of either party) which may reasonably be regarded as the confidential information of the disclosing party including, without limitation, the terms of this Agreement, any terms proposed by either party (whether or not agreed) in connection with the negotiation of this Agreement and information relating to programme content or schedules. “Control” and “Controlled” in relation to an entity shall mean the ability to direct the affairs of that entity whether by virtue of contract, ownership of shares or otherwise howsoever. “EPG” BSkyB’s electronic programme guide for digital satellite Television Channels, Radio Stations and Interactive Services. “EPG Data” data provided by the Broadcaster in accordance with the Technical Specifications (including, where relevant, scheduling event and synopsis information in respect of a Channel). “EPG Genre” genres within the parts of the EPG containing Television Channels and Radio Stations, as further defined in the Listing Methodology. “EPG Services” the electronic programme guide services specified in Schedule 2. “EPG Sub-Genre” sub-genres within EPG Genres, as further defined in the Listing Methodology. “Fixed 3D Channel” and A channel which launched into the EPG via the HD/3D Launch Queue and any channel or channels which “Fixed HD Channel” subsequently replaced that channel in the EPG from time to time following a transfer of the rights to have such channel listed in the EPG.

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“Force Majeure” any cause beyond a party’s reasonable control affecting the performance by that party of its obligations hereunder including but not limited to acts of God, insurrection or civil disorder, war or military operations, national or local emergency, avian influenza pandemic, acts or omissions of Government or regulatory authority, industrial disputes of any kind (not involving that party’s employees), fire, flood, lightning explosion, subsidence, uplink and/or satellite failure or degradation, and acts or omissions of persons or bodies beyond the reasonable control of the affected party. “Genre Move” a change to the EPG described in Paragraph 8.3 of Schedule 2. “HD/3D Launch Queue” the Launch Queue for HD and 3D channels which opened for applications on 30 March 2010. “High Definition Format” the format known as “1080i/25” or the format known as “720p/50”, as further specified in the relevant Broadcast Requirements. “IMM” the interactive main menu section of the EPG. “IMM Category” categories within the IMM, as further defined in the Listing Methodology. “Intellectual Property patents, trade marks, design rights (whether registrable or otherwise), applications for any of the foregoing, Rights” copyright, database rights, know-how, trade or business names and other similar rights or obligations whether registrable or not in any country. “Intended Launch Date” a scheduled date for launch of a Channel into the EPG, as is notified to the Broadcaster in accordance with Paragraph 2.1 of Schedule2 or Paragraph 12.2 of Schedule 2. “Interactive Service” an interactive service listed in or wishing to be listed in the IMM. “Launch Window” the period defined as such in Paragraph 5.1(ii) of Schedule 2. “Launch Queue” any list of channels waiting to launch into the EPG from time to time and which is operated by BSkyB, which for

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“Listing Methodology” the document published by BSkyB entitled “Method for allocating listings in Sky’s EPG”, as amended from time to time. “Local TV Launch Queue” the Launch Queue for Local TV simulcasts (as defined in the Listing Methodology) which opened for applications on 16 September 2013. “New Channel Charges” the Charges described as such in Clause 7.2. “Platform Datastream” conditional access, EPG and software download data identified in the Technical Specifications as requiring cross- carriage, together with the required DVB compliant data, including the network information tables, cross-carried between different bouquets in the satellite system. “Platform Freeze” a period during which BSkyB limits or ceases any non- essential changes to the EPG or related platform arrangements. “Published Price List” the Charges published in accordance with Clause 7.2. “Radio Station” a radio station listed in or seeking a listing in the Radio EPG Genre. “Regionalisation Services” services provided by SSSL enabling Channels to be listed in the versions of the EPG seen only in particular types of premises or in particular regions, determined by a viewer’s Access Card. “Service Credit” an amount credited by BSkyB pursuant to Clause 4 and Schedule 4. “Service Failure” a service failure described in Clause 4.3. “Set Top Box” a set top box (or equivalent system integrated into a TV set) which is compatible with the Technology. “Slate” either a static image or a repeating sequence of static images which is or are broadcast on the Channel. “SSSL” Sky Subscribers Services Limited, a company registered in England with company number 02340150 of Grant Way, Isleworth, Middlesex TW7 5QD. “Swap Date” the Implementation Date as defined in the Listing Methodology or such later date as notified by the distributor of the HD Simulcast in accordance with the Listing Methodology, which must be no later than 6 months following the Implementation Date.”

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“Technical Specifications” the technical specifications and operational requirements listed in Part A of Schedule 3 as changed from time to time in accordance with Clause 5. “Technology” all software, hardware, other equipment and procedures used in the provision of the EPG Services. “Television Channel” a television channel listed or seeking to be listed in any part of the EPG other than in the Radio Genre or the IMM and which shall include, for the avoidance of doubt, an Audio Channel. “Term” the term of this Agreement. “Territory” the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland, the Channel Islands and the Isle of Man. “Third Parties” any and all broadcasters other than the Broadcaster (including, without limitation, BSkyB) of any comparable Television Channels, Radio Stations or Interactive Services (as appropriate) in respect of which BSkyB provides EPG services. “Total Service Failure” a Service Failure described in Clause 4.4.

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SCHEDULE 2

EPG SERVICES

PART A: PRE-LAUNCH AND LAUNCH OBLIGATIONS FOR TELEVISION CHANNELS AND RADIO STATIONS

1. Applicability of Part A Part A of this Schedule 2 shall only apply in respect of Television Channels and Radio Stations listed in Paragraph 7 of Annex A which are listed in a Launch Queue and which have not launched into the live EPG on the date of signature of this Agreement. This Part A shall not apply to Interactive Services.

2. Intended Launch Date

2.1 ESSkyB shall use all reasonable endeavors to inform the Broadcaster of the Intended Launch Date for the Channel no less than twelve (12) weeks prior to such date.

2.2 BSkyB may delay the Intended Launch Date at any time prior to launch where it considers it necessary to do so to address any concerns about the stability, safety or integrity of the digital satellite platform. The Broadcaster shall be informed about any such delay in writing as soon as reasonably practicable.

3. Pre-launch obligations

3.1 Not less than six (6) weeks prior to the Intended Launch Date, the parties shall use all reasonable endeavors to arrange a meeting either at BSkyB’s premises or via telephone conference call to discuss the launch of the Channel. At that meeting, the Broadcaster shall provide to BSkyB information which shall include:

(i) the time(s) of day the Channel will be broadcast;

(ii) the identity of the transponder and schedule facility providers in respect of the Channel; and

(iii) service configuration details in respect of the Channel.

3.2 Provided that the Broadcaster has complied with Paragraph 3.1(iii), BSkyB shall, not less than four (4) weeks prior to the Intended Launch Date, configure the Channel such that it may be made available to Set Top Boxes when transmitted via an Approved Adaptation Hub.

3.3 Not less than four (4) weeks prior to the Intended Launch Date, the Broadcaster shall:

(i) provide BSkyB with sample scheduling event and synopsis information for the Channel(s) in accordance with the Technical

Specifications in respect of the two (2) week period prior to the Intended Launch Date; and

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(ii) provide BSkyB with actual scheduling event and synopsis information for the Channel(s) in accordance with the Technical

Specifications in respect of the two (2) week period following the Intended Launch Date.

3.4 In the case of Television Channels, the Broadcaster shall provide, upon BSkyB’s request, sample programming and/or further representative schedules for the Channel in order to assist BSkyB to determine the most appropriate EPG Genre and/or EPG Sub-Genre for the Channel.

3.5 Not less than two (2) weeks prior to the Intended Launch Date, the Broadcaster shall ensure that a signal for the Channel is being broadcast. Such signal may consist of “bars and tones”.

3.6 Not less than one (1) week prior to the Intended Launch Date, the Broadcaster shall ensure that the Channel is being broadcast with representative audio, and, in the case of Television Channels, representative video.

4. Pre-launch obligations for Channels broadcast in High Definition Format or 3D Format

4.1 Where the Channel is to be broadcast in a High Definition Format or a 3D Format, Paragraph 3 above shall not apply and, instead, the obligations set out in this Paragraph 4 shall apply.

4.2 The parties shall use all reasonable endeavors to arrange a meeting at BSkyB’s premises to discuss the launch of the Channel within two (2) weeks of BSkyB requesting such a meeting. The Broadcaster acknowledges that such meeting is likely to be called before BSkyB has notified the Broadcaster of the Intended Launch Date for the Channel. At that meeting, the Broadcaster shall provide to BSkyB information which shall include:

(i) the time(s) of day the Channel will be broadcast; and

(ii) the identity of the transponder and schedule facility providers in respect of the Channel.

4.3 The Broadcaster shall provide to BSkyB the service configuration details in respect of the Channel no less than ten (10) weeks before the Intended Launch Date.

4.4 Provided that the Broadcaster has complied with Paragraph 4.3, BSkyB shall, not less than eight (8) weeks prior to the Intended Launch Date, configure the Channel such that it may be made available to Set Top Boxes when transmitted via an Approved Adaptation Hub.

4.5 Not less than six (6) weeks prior to the Intended Launch Date, the Broadcaster shall ensure that a signal for the Channel is being broadcast. Such signal may consist of “bars and tones”.

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4.6 Not less than four (4) weeks prior to the Intended Launch Date, the Broadcaster shall:

(i) ensure that the Channel is being broadcast with representative audio, and, in the case of Television Channels, representative video;

(ii) provide BSkyB with sample scheduling, event and synopsis information for the Channel(s) in accordance with the Technical

Specifications in respect of the four (4) week period prior to the Intended Launch Date; and

(iii) provide BSkyB with actual scheduling, event and synopsis information for the Channel(s) in accordance with the Technical

Specifications in respect of the two (2) week period following the Intended Launch Date.

4.7 In the case of Television Channels, the Broadcaster shall provide, upon BSkyB’s request, sample programming and/or further representative schedules for the Channel in order to assist BSkyB to determine the most appropriate EPG Genre and/or EPG Sub-Genre for the Channel.

5. Launch into the EPG

5.1 Provided that BSkyB is satisfied that the Broadcaster has complied with Paragraphs 3.1 through 3.6 above (or Paragraphs 4.1 through 4.7 above in the case of Channels to be broadcast in High Definition Format or 3D Format), then:

(i) BSkyB shall notify the Broadcaster of the Channel’s initial EPG Genre (and EPG Sub-Genre where relevant) and channel number not

less than two (2) days prior to the Intended Launch Date; and

(ii) BSkyB shall list the Channel in the EPG (by incorporating the EPG Data provided by the Broadcaster into the Platform Datastream) with effect from the Intended Launch Date or on such other date which the Broadcaster may nominate which falls within the “Launch

Window”. In this Schedule, “Launch Window” shall mean the period of seven (7) days from the Intended Launch Date, excluding Fridays, Saturdays and Sundays during such period.

5.2 If BSkyB is not satisfied (in its reasonable opinion) that the Broadcaster has complied with Paragraphs 3.1 through 3.6 (inclusive) (or Paragraphs 4.1 through 4.7 (inclusive) for Channels to be broadcast in High Definition Format or 3D Format) of this Schedule 2 then BSkyB shall have no obligation to list the Channel in the EPG from the Intended Launch Date or within the Launch Window and, where BSkyB has already configured the Channel pursuant to Paragraph 3.2 or Paragraph 4.4 (as the case requires), may deconfigure the Channel with immediate effect. Where this Paragraph 5.2 applies, BSkyB shall be entitled to terminate this Agreement (in so far as it applies to the Channel affected by this Paragraph 5.2) forthwith by service of notice in writing on the Broadcaster within fourteen (14) days of the end of the Launch Window.

5.3 Where Paragraph 5.2 applies, the Broadcaster may still request that the Channel be launched into the EPG, but the Broadcaster acknowledges that the Channel will have to be so launched in accordance with BSkyB’s standard channel launch procedures.

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PART B: POST LAUNCH OBLIGATIONS FOR TELEVISION CHANNELS AND RADIO STATIONS

6. Applicability of Part B Part B of this Schedule 2 shall apply in respect of all Television Channels and Radio Stations. This Part B shall not apply to Interactive Services.

7. EPG Data and the Platform Datastream

7.1 The Broadcaster shall provide BSkyB with scheduling, event and synopsis information for the Channel in accordance with the Technical Specifications. BSkyB shall incorporate such information into the Platform Datastream as soon as is reasonably possible following receipt from the Broadcaster. BSkyB shall be entitled to pass the scheduling event and synopsis information provided by the Broadcaster to third parties to the extent necessary for the performance by BSkyB of its obligations underthis Agreement.

7.2 The information provided by the Broadcaster pursuant to Paragraph 7.1 shall be provided on a continuous basis such that, at all times, BSkyB has all such information in respect of (at least) the next fourteen (14) day period.

7.3 BSkyB shall make the Platform Datastream available to the Broadcaster at BSkyB’s network router, located at BSkyB’s premises. The Broadcaster shall be responsible for transmitting or procuring the transmission of the Platform Datastream from BSkyB’s network router via an Approved Adaptation Hub, where the Platform Datastream shall attach to the broadcast stream for the Channel(s).

7.4 The Broadcaster shall, at its own cost, transmit or procure the transmission of the Platform Datastream on each satellite transponder which carries a digital satellite broadcast of any of the Channels intended for receipt in the Territory. If the Broadcaster has procured satellite transponder capacity directly from BSkyB, it shall be deemed to have complied with the foregoing requirement in respect of any such satellite transponder. The Broadcaster shall not and shall not permit any third party to interfere with, alter, add data to or remove data from the Platform Datastream or delay its transmission.

7.5 BSkyB shall make the Platform Datastream available to all customers of BSkyB’s EPG Services and shall require such customers to transmit or procure the transmission of the Platform Datastream on a basis equivalent to that required of the Broadcaster by Paragraph 7.4.

7.6 BSkyB shall use all reasonable endeavors to minimise the capacity required to transmit the Platform Datastream and shall in any case ensure that the capacity required to transmit the Platform Datastream does not exceed 1.3Mbit/s per satellite transponder, or such other capacity as may be notified by BSkyB on no less than ninety (90) days’ notice.

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8. EPG Listings

8.1 Subject to Paragraphs 8.1 B, 8.2, 8.3 and 8.4 of this Schedule 2, BSkyB shall list the Channel in the EPG with the name and channel description set out in Paragraph 9 of Annex A, and, where known on the date of signature, in the EPG Genre (and EPG Sub-Genre where relevant) at the channel number specified in Paragraph 10 of Annex A.

8.1B Subject to the Broadcaster and, if appropriate, the distributor of the Channel, exercising any opt-out(s) available pursuant to the

Listing Methodology, in the event that:

8.1B.1 the Channel is broadcast in standard definition format and the Broadcaster or another broadcaster within the same wholly owned corporate group as the Broadcaster also broadcasts an HD Simulcast (as defined in the Listing Methodology) of the Channel, and such HD Simulcast is listed below the Channel in the EPG, then:

(i) unless Paragraph 8.1 B.l(ii) below applies, the channel number of the Channel (as specified in Paragraph 10 of Annex A) shall be swapped with the channel number of the HD Simulcast in the version of the EPG line up made available to viewers in residential

premises and retail premises (as defined in the Listing Methodology) with high definition Set Top Boxes who are entitled to view one or more channels broadcast in High Definition Format and distributed by BSkyB; or

(ii) if such HD Simulcast is distributed on a pay-TV basis, with effect from the Swap Date the channel number of the Channel (as specified in Paragraph 10 of Annex A) shall be swapped with the channel number of the HD Simulcast in the version of the EPG

line up made available to viewers in residential premises, retail premises and commercial premises (as defined in the Listing Methodology) with high definition Set Top Boxes who are entitled to view such HD Simulcast;

8.1B.2 the Channel is an HD Simulcast of another channel broadcast by the Broadcaster or another broadcaster within the same wholly owned corporate group as the Broadcaster in standard definition format and the Channel is listed in the EPG below such other channel, then:

(iii) unless Paragraph 8.1B.2(ii) below applies, the channel number of the Channel (as specified in Paragraph 10 of Annex A) shall be swapped with the channel number of the channel broadcast in standard definition format in the version of the EPG line up made

available to viewers in residential premises and retail premises with high definition Set Top Boxes who are entitled to view one or more channels broadcast in High Definition Format and distributed by BSkyB; or

(iv) if the Channel is distributed on a pay-TV basis, with effect from the Swap Date the channel number of the Channel (as specified

in Paragraph 10 of

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Annex A) shall be swapped with the channel number of the channel broadcast in standard definition format in the version of the EPG line up made available to viewers in residential premises, retail premises and commercial premises with high definition Set Top Boxes who are entitled to view the Channel.

8.2 In the event that the Channel is, at any time, in BSkyB’s reasonable opinion, not listed in the most appropriate EPG Genre and/or EPG Sub- Genre for the Channel (whether because of changes to: (i) the content on the Channel; (ii) the type and nature of the Channel; (iii) any services offered through the Channel; and/or (iv) the Listing Methodology resulting in changes to the criteria for listing channels in particular EPG Genres or EPG Sub-Genres), BSkyB may move the Channel to the most appropriate EPG Genre (and, where relevant, EPG Sub-Genre) for the Channel. The Broadcaster acknowledges that any change of EPG Genre and/or EPG Sub-Genre will normally require consequential changes to the programme number of the Channel. The determination as to the most appropriate EPG Genre and EPG Sub-Genre for the Channel shall be made by BSkyB acting reasonably. Prior to moving a Channel pursuant to this Paragraph 8.2, BSkyB shall consult with the Broadcaster regarding the content shown on the Channel and, to the extent practicable, provide the Broadcaster with a reasonable opportunity to make representations in respect of any possible EPG Genre/EPG Sub-Genre change. In making a determination under this Paragraph 8.2 BSkyB shall have due regard to any representations made by the Broadcaster in response to any possible EPG Genre/ EPG Sub-Genre change. Notwithstanding the foregoing, the final decision as to the most appropriate EPG genre and EPG Sub-Genre for the Channel shall be made by BSkyB.

8.3 BSkyB may also move the Channel in order to make further room in any EPG Genre or EPG Sub-Genre (a “Genre Move”). A Genre Move may involve moving the Channel to close gaps in an EPG genre or EPG Sub-Genre, or may involve moving the EPG genre or EPG Sub-Genre to a different number range. The determination as to whether a relevant Genre Move is appropriate shall be made by BSkyB acting reasonably. Prior to making any such determination BSkyB shall notify the Broadcaster of its proposals and provide the Broadcaster with reasonable opportunity to make representations in respect of any possible Genre Move. In making the determination BSkyB shall have due regard to any representations made by the Broadcaster in response to the possible Genre Move. Notwithstanding the foregoing, the final decision as to whether a relevant Genre Move is appropriate shall be made by BSkyB.

8.4 To the extent that and for so long as the Listing Methodology provides for the listing of channels in a given EPG Genre or EPG Sub-Genre on a first-come, first-served basis (subject to any provision in the Listing Methodology regarding multiplexes and/or channels given prominence pursuant to any regulatory requirements), then in conducting a Genre Move in that EPG Genre or EPG Sub-Genre pursuant to Paragraph 8.3, the relative positions of all channels in the relevant EPG Genre or EPG Sub-Genre (as the case requires) shall be maintained as against one another.

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8.5 Without prejudice to Paragraphs 8.2 and 8.3, where the Channel is, or was previously, a public service channel (as defined in the Listing Methodology) and (i) the Channel has ceased to be a public service channel or (ii) the Broadcaster’s public service obligations in respect of the Channel change, BSkyB may move the Channel to a more appropriate channel number for the Channel. Prior to moving a Channel pursuant to this Paragraph 8.5, BSkyB shall consult with the Broadcaster and, to the extent practicable, provide the Broadcaster with a reasonable opportunity to make representations in respect of any possible channel number change. In making a determination under this Paragraph 8.5 BSkyB shall have due regard to any representations made by the Broadcaster. Notwithstanding the foregoing, the final decision as to the most appropriate channel number for the Channel shall be made by BSkyB.

8.6 In the event that the Broadcaster wishes to change the name of the Channel or the channel description as shown on the EPG, the Broadcaster shall request BSkyB’s prior written consent. The Broadcaster acknowledges that the name of the Channel as shown on the EPG must at all times match or closely match the name on the broadcast licence specified in Paragraph 7 of Annex A. Where the Broadcaster wishes to change the name of the Channel as shown on the EPG to a name that does not match or closely match the name on such broadcast licence, the Broadcaster shall provide BSkyB with evidence of the written consent of the broadcast licensing authority authorising such a name change prior to BSkyB providing its written consent to the change on the EPG. BSkyB shall not unreasonably withhold its consent to a requested change and shall consent or decline the Broadcaster’s request within ten (10) working days of the later of: (i) the Broadcaster’s request to change the name of the Channel as shown on the EPG; or (ii) the provision to BSkyB of the written consent of the broadcast licensing authority to the change of name on the broadcast licence where such consent is required in accordance with this Paragraph 8.6. Where BSkyB consents to the change(s), BSkyB shall make the requested change(s) within a further five (5) working days, provided that BSkyB shall not be required to make any such change during a Platform Freeze.

8.7 If the Channel is broadcast in standard definition format, BSkyB shall ensure that: 8.7.1 the EPG made available in all versions of Set Top Box shall, in accordance with the Technical Specifications, list the channel name and the scheduling, event and synopsis information provided by the Broadcaster. In particular, BSkyB shall ensure that the EPG made available in all versions of Set Top Box shall be able to list programme information for the Channel in the main television grid and in the appropriate EPG Genre and/or EPG Sub-Genre; 8.7.2 each viewer that is entitled to view the Channel shall be able to tune his/her standard definition Set Top Box to view the Channel by selecting it via the EPG either through:

(i) entering the programme number for the Channel;

(ii) surfing onto the Channel by use of the channel up/channel down buttons; or

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(iii) selecting, from within any of the relevant listings, the programme currently being broadcast on the Channel; and

8.7.3 the EPG made available in all versions of Set Top Box shall enable viewers to scroll through programme information which is

superimposed over the screened image (known as “now and next” or “search and scan” information).

8.8 If the Channel is broadcast in High Definition Format or 3D Format, BSkyB shall ensure that:

8.8.1 the EPG made available in all versions of Set Top Box shall, in accordance with the Technical Specifications, list the channel name. For the avoidance of doubt, the EPG made available in standard definition Set Top Boxes will not list the scheduling, event and synopsis information for the Channel;

8.8.2 the EPG made available in high definition Set Top Boxes shall, in accordance with the Technical Specifications, list the channel name and the scheduling event and synopsis information provided by the Broadcaster. In particular, BSkyB shall ensure that the EPG

available in high definition Set Top Boxes shall be able to list programme information for the Channel in the main television grid and in the appropriate EPG Genre and/or EPG Sub-Genre;

8.8.3 each viewer that is entitled to view the Channel shall be able to tune his/her high definition Set Top Box to view the Channel by

selecting it via the EPG either through:

(i) entering the programme number for the Channel;

(ii) surfing onto the Channel by use of the channel up/channel down buttons; or

(iii) selecting from within any of the relevant listings, the programme currently being broadcast on the Channel; and

8.8.4 the EPG made available in high definition Set Top Boxes shall enable viewers to scroll through programme information which is

superimposed over the screened image (known as “now and next” or “search and scan” information).

8.9 For the avoidance of doubt, the parties acknowledge that it is not possible to view a channel broadcast in High Definition Format or 3D Format via a standard definition Set Top Box.

9. Regionalisation and viewer types SSSL’s technology supports a number of different groups of EPG listings (known as bouquets) which enables the Channel to be listed in the versions of the EPG seen only in particular types of premises or in particular regions (determined according to the viewer’s Access Card). The Channel shall be listed in all bouquets (and thus shall be available via

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the EPG to all viewers of the EPG) unless the Broadcaster has (from time to time) procured the necessary Conditional Access Services and/or Regionalisation Services from SSSL. If the Broadcaster has (from time to time) procured the necessary Conditional Access Services from SSSL, the Channel shall be listed in the bouquets specified in Paragraph 11 of Annex A. Nothing in this Paragraph 9 shall be read as entitling the Broadcaster to receive any Conditional Access Services and/or Regionalisation Services from SSSL.

10. Other functionality

10.1 Without limitation to the functionality specified in the Technical Specifications or otherwise notified to the Broadcaster from time to time as being available in respect of its Channel(s), the EPG shall include functionality which (without limitation) shall enable viewers to:

(i) restrict the viewing of certain programmes and certain channels via parental control functionality;

(ii) select Channels to be available from a “favourites” menu;

(iii) view a grid of certain categories of programmes listed alphabetically by title;

(iv) view available subtitles broadcast with the Channel(s);

(v) set reminders in respect of programmes broadcast in the future; and

(vi) subject to the viewer having the necessary Set Top Box and Sky+ entitlement, use personal video recorder functionality in connection

with the Channel(s).

10.2 The Broadcaster shall be entitled to use functionality enabling viewers to set reminders for and/or purchase programmes by reacting to the broadcast of a green icon with a relevant programme promotion (“Bookable and Purchasable Promotions functionality”) if (and only if) the Broadcaster has entered into a relevant amendment to this Agreement in accordance with Clause 15.4. The Broadcaster acknowledges that additional charges shall apply in respect of its use of Bookable and Purchasable Promotions functionality.

PART C: OBLIGATIONS FOR INTERACTIVE SERVICES

11. Applicability of Part C Part C of this Schedule 2 shall apply only in respect of Interactive Services.

12. Intended Launch Date and Pre-launch obligations for Interactive Services

12.1 Paragraph 12 shall apply only to Interactive Services which have not launched into the EPG on the date of signature of this Agreement.

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12.2 The Intended Launch Date shall be such date notified by BSkyB. Where practicable, BSkyB may consult with the Broadcaster to agree an Intended Launch Date. BSkyB may delay the Intended Launch Date at any time prior to launch where it considers it necessary to do so to address any concerns about the stability, safety or integrity of the digital satellite platform. The Broadcaster shall be informed about any such delay in writing as soon as reasonably practicable.

12.3 The Broadcaster shall comply with all reasonable requirements notified by BSkyB in respect of the launch of the Channel.

12.4 Provided that the Broadcaster has complied with the relevant pre-configuration requirements notified by BSkyB pursuant to Clause 12.3, BSkyB shall, on a date agreed between the parties, configure the Channel such that it may be made available to Set Top Boxes when transmitted via an Approved Adaptation Hub.

12.5 If BSkyB is satisfied that the Broadcaster has complied with and completed the requirements notified pursuant to Clause 12.3, then BSkyB shall list the Channel in the EPG with effect from the Intended Launch Date or on such other date which the Broadcaster may nominate which falls within the Launch Window.

12.6 If BSkyB is not satisfied (in its reasonable opinion) that the Broadcaster has complied with and completed the requirements notified pursuant to Paragraph 12.3 then BSkyB shall have no obligation to list the Channel in the EPG from the Intended Launch Date or within the Launch Window, and, where BSkyB has already configured the Channel, may deconfigure the Channel with immediate effect. Where this Paragraph 12.6 applies, BSkyB shall be entitled to terminate this Agreement (in so far as it applies to the Channel affected by this Paragraph 12.6) forthwith by service of notice in writing on the Broadcaster within fourteen (14) days of the end of the Launch Window.

12.7 Where Paragraph 12.6 applies, the Broadcaster may still request that the Channel be launched into the EPG, but the Broadcaster acknowledges that the Channel will have to be so launched in accordance with BSkyB’s standard channel launch procedures.

13. Platform Datastream

13.1 BSkyB shall make the Platform Datastream available to the Broadcaster at BSkyB’s network router, located at BSkyB’s premises. The Broadcaster shall be responsible for transmitting or procuring the transmission of the Platform Datastream from BSkyB’s network router via an Approved Adaptation Hub, where the Platform Datastream shall attach to the broadcast stream for the Channel(s).

13.2 The Broadcaster shall, at its own cost, transmit or procure the transmission of the Platform Datastream on each satellite transponder which carries a digital satellite broadcast of any of the Channels intended for receipt in the Territory. If the Broadcaster has procured satellite transponder capacity directly from BSkyB, it shall be deemed to have complied with the foregoing requirement in respect of any such satellite transponder. The Broadcaster shall not and shall not permit any third party to interfere with, alter, add data to or remove data from the Platform Datastream or delay its transmission.

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13.3 BSkyB shall make the Platform Datastream available to all customers of BSkyB’s EPG Services and shall require such customers to transmit or procure the transmission of the Platform Datastream on a basis equivalent to that required of the Broadcaster by Paragraph 13.2.

13.4 BSkyB shall use all reasonable endeavors to minimise the capacity required to transmit the Platform Datastream and shall in any case ensure that the capacity required to transmit the Platform Datastream does not exceed 1.3Mbit/s per satellite transponder, or such other capacity as may be notified by BSkyB on no less than ninety (90) days’ notice.

14. EPG Listings

14.1 BSkyB shall list the Channel in the I MM with the name and service description information set out at Paragraph 9 of Annex A, and in the IMM Category specified in Paragraph 10 of Annex A.

14.2 The Broadcaster acknowledges that:

14.2.1channels in the IMM are listed sequentially;

14.2.2the EPG made available to standard definition Set Top Boxes lists channels at a given number in the IMM and that, accordingly, the number at which the Channel appears in the EPG made available to standard definition Set Top Boxes will change if there is any change to the number of channels listed above the Channel in the IMM; and

14.2.3the EPG made available to high definition Set Top Boxes does not list channels at a given number in the IMM

14.3 In the event that the Channel is, at any time, in BSkyB’s reasonable opinion, not listed in the most appropriate IMM Category for the Channel (whether because of changes to the content on the Channel, the type and nature of the Channel and/or any services offered through the Channel, or because of changes to the Listing Methodology resulting in changes to the criteria for listing Channels in particular IMM Categories), BSkyB may move the Channel to the most appropriate IMM Category for the Channel. The Broadcaster acknowledges that any change of IMM Category will normally require consequential changes to the number at which the Channel is listed in the EPG made available to standard definition Set Top Boxes. The determination as to the most appropriate IMM Category for the Channel shall be made by BSkyB acting reasonably. Prior to moving a Channel pursuant to this Paragraph 14.3, BSkyB shall consult with the Broadcaster regarding the content shown on the Channel and, to the extent practicable, provide the Broadcaster with a reasonable opportunity to make representations in respect of any possible IMM Category change. In making a determination under this Paragraph BSkyB shall have due regard to any representations made by the Broadcaster in response to any possible IMM Category change. Notwithstanding the foregoing the final decision as to the most appropriate IMM Category for the Channel shall be made by BSkyB.

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14.4 In the event that the Broadcaster wishes to change the name of the Channel or the service description information as shown on the EPG, the Broadcaster shall request BSkyB’s prior written consent. The Broadcaster acknowledges that the name of the Channel as shown on the EPG must at all times match or closely match the name on the broadcast licence specified in Paragraph 7 of Annex A. Where the Broadcaster wishes to change the name of the Channel as shown on the EPG to a name that does not match or closely match the name on such broadcast licence, the Broadcaster shall provide BSkyB with evidence of the written consent of the broadcast licensing authority authorising such a name change prior to BSkyB providing its written consent to the change on the EPG. BSkyB shall not unreasonably withhold its consent to a requested change and shall consent or decline the Broadcaster’s request within ten (10) working days of the later of: (i) the Broadcaster’s request to change the name of the Channel as shown on the EPG; or (ii) the provision to BSkyB of the written consent of the broadcast licensing authority to the change of name on the broadcast licence where such consent is required in accordance with this Paragraph 14.4. Where BSkyB consents to the change(s), BSkyB shall make the requested change(s) within a further five (5) working days, provided that BSkyB shall not be required to make any such change during a Platform Freeze.

14.5 BSkyB shall ensure that each viewer shall be able to tune his/her Set Top Box to view the Channel by selecting it via the EPG through scrolling onto the name of the Channel within any of the relevant listings and selecting it.

14.6 BSkyB shall ensure that each viewer shall be able to tune his/her standard definition Set Top Box to view the Channel by selecting it via the EPG entering the menu number for the Channel when within the IMM.

15. Regionalisation and viewer types SSSL’s technology supports a number of different groups of EPG listings (known as bouquets) which enable the Channel to be listed in the versions of the EPG seen only in particular types of premises or in particular regions (determined according to the viewer’s Access Card). The Channel shall be listed in all bouquets (and thus shall be available to all viewers of the EPG) unless the Broadcaster has (from time to time) procured the necessary Conditional Access Services and/or Regionalisation Services from SSSL. If the Broadcaster has (from time to time) procured the necessary Conditional Access Services from SSSL, the Channel shall be listed in the bouquets specified in Paragraph 11 of Annex A. Nothing in this Paragraph 15 shall be read as entitling the Broadcaster to receive any Conditional Access Services and/or Regionalisation Services from SSSL pursuant to this Agreement.

PART D: OBLIGATIONS FOR ALL CHANNELS

16. Applicability of Part D Part D of this Schedule 2 shall apply in respect of all Channels.

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SCHEDULE 3

SPECIFICATIONS

PART A: TECHNICAL SPECIFICATIONS The following documents, as amended from time to time:

1. Broadcasters Reference Guide to EPG Services, which consists of the following documents: Introduction to the Broadcasters’ Reference Guide to EPG Services. Broadcast Adaptation Requirements. Broadcaster’s Technical Set Up. Sky Guide Content Specification. Winter/Summer Changeover Guidelines. Digital Broadcasters Flat File Interface Specification. Operational Guide. BroadcasteTs Connectivity Guidelines and Specification. BFS Remote Access. Sky Fault Handling Procedures. Sky Contacts.

2. Generic Automation Synchronisation, Interface Specification (only where applicable).

PART B: BROADCAST REQUIREMENTS The following documents, as amended from time to time:

1. ISO/IEC IS 13818-1/-2/-3: “Information technology—Generic coding of moving pictures and associated audio—Part 1: Systems; Part 2: Video and Part 3: Audio”. Video encoded bit-streams shall comply with the Main Profile Main Level restrictions as described in ISO/IEC 13818-2 [2], Section 8.2.

2. ETSI EN 300 421 “Digital broadcasting systems for television, sound and data services, framing structure, channel coding and modulation for 11/12GHz satellite services”.

3. ETSI TR101154 Digital Video Broadcasting (DVB); Implementation guidelines for the use of MPEG-2 Systems, Video and Audio in satellite, cable and terrestrial broadcasting applications.

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The audio shall be encoded in any one of the modes specified in Section 6.1 of ETSI TR 101 154. For MPEG-2 encoded bit-streams with total bit-rates greater than 448kbit/s for Layer 1 or 384kbit/s for Layer II, an extension bit-stream shall be used. The bit-rate of that extension may be in the range 0 to 384kbit/s.

4. ETSI EN 300 468, “Digital broadcasting systems for television, sound and data services, specification for Service Information (SI) in Digital Video Broadcasting (DVB) Systems”.

5. ETSI EN 300 472, “Digital Video Broadcasting (DVB); Specification for conveying ITU-R System B Teletext in DVB bitstreams”.

And, additionally, in respect of Channels which are broadcast in High Definition Format, the following documents, as amended from time to time:

6. Sky High Definition and 3D Television, Broadcast Guidelines (as applicable to Channels which are broadcast in High Definition Format).

7. ISO/IEC 14496-10 “Information Technology—Generic Coding of moving pictures and associated audio—Part 10: Advanced Video Coding”. / ITU-T Rec.H.264.

8. ISO/IEC 13818-1: 2000/Amendment 3:(2004) “Transport of AVC video data over ITU-T Recommendation H.222.0 | ISO/IEC 13818-1 streams”.

And, additionally, in respect of Channels which are broadcast in 3D Format, the following documents, as amended from time to time:

9. Sky High Definition and 3D Television, Broadcast Guidelines (as applicable to Channels which are broadcast in 3D Format).

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Annex A

1. Broadcaster The Broadcaster is Filmon TV Limited, a company incorporated under the laws of England and Wales (registered number 06047620 and registered VAT number 927594090), whose registered office is at 111 Wardour Street, London W1F0UH.

2. Commencement Date The Commencement Date shall be 31 October 2013.

3. Expiry date The Agreement shall expire on 30 October 2016.

4. Invoice address [email protected]

5. Additional payment, deposit or security arrangements

5.1 The parties acknowledge that the Broadcaster has paid to BSkyB a deposit of £24,900.00 in respect of the Channel amounting to three (3) months’ Charges including any applicable VAT (“the Deposit”).

5.2 Subject to Paragraph 5.3 below, BSkyB shall repay the Deposit, plus any interest payable to the Broadcaster pursuant to Paragraph 5.4, to the Broadcaster within thirty (30) days of expiry or earlier termination of this Agreement.

5.3 Any sums invoiced under this Agreement in accordance with Clause 7 which have not been paid by the Broadcaster shall be deducted from the Deposit before its repayment to the Broadcaster in accordance with Paragraph 5.2.

5.4 BSkyB shall pay interest on the Deposit at the rate of 1% above the base rate from time to time of FISBC Bank pic from the date on which the Deposit is received by BSkyB until the date of its repayment (in full or in part) in accordance with Paragraph 5.2. Such interest shall accrue and be calculated on an annual basis.

5.5 For the avoidance of doubt, nothing in this Paragraph shall affect the Broadcaster’s obligation to pay all invoices issued in accordance with Clause 7 of this Agreement by their due date.

5.6 The parties acknowledge that:

(i) the Broadcaster has entered into an agreement with Luxury Consulting Limited, a company incorporated under the laws of England and Wales (with registered number 07309169) (“Luxury”) to unconditionally and irrevocably purchase the EPG slot for the channel currently known as “FilmOn.TV”;

Name on license (and name Licensing License Type on EPG if different) authority number Television Channel FilmOn.com (FilmOn.TV) Ofcom TLC1706

8. Addresses for notices and compliance documents

8.1 The Broadcaster’s address and fax number for Notices shall be: Gary Shoefield

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(ii) pursuant to such agreement, Luxury has agreed to pay and settle the Charges in respect of FilmOn.TV up to and including 31 December

2013 ; and

(iii) the Broadcaster shall pay the Charges in respect of FilmOn.TV from the period commencing on 1 January 2014 .

6. Properly scheduled, non-repeating programming The Broadcaster agrees to comply with the provisions relating to properly scheduled, nonrepeating programming as contained in the document published by BSkyB entitled “Method for allocating listings in Sky’s EPG”, as amended from time to time.

7. Channels

The following Channel(s):

Name on license (and name Licensing License Type on EPG if different) authority number Television Channel FilmOn.com (FilmOn.TV) Ofcom TLC1706

8. Addresses for notices and compliance documents

8.1 The Broadcaster’s address and fax number for Notices shall be: Gary Shoefield SVP Programming Filmon TV Limited 111 Wardour Street London W1F0UH Fax: 0207 734 2819

8.2 The address, telephone number and email address of the Broadcaster’s Compliance Contact shall be: Hugh Geach Compliance consultant 34 Horsell Moor Woking Surrey GU21 4NJ Tel: 07973 411981 e-mail: [email protected]

Name to appear on EPG Channel description FilmOn.TV FilmOn.TV is hi energy celebrity chat-show TV live and direct 24/7 from the heart of Beverly Hills, California.

10. EPG Genre The Channels shall be listed in the EPG Genres set out below (and, where known on the date of signature of this Agreement, at the channel number set out below):

EPG Genre (and EPG Sub- Name to appear on EPG Genre where relevant) Channel number FilmOn.TV To be confirmed by BSkyB To be confirmed by BSkyB

11. Regionalisation and viewer types The Channel shall be listed in all bouquets.

12. Other The Broadcaster undertakes and warrants that:

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9. Name and description to appear on EPG

Name to appear on EPG Channel description FilmOn.TV FilmOn.TV is hi energy celebrity chat-show TV live and direct 24/7 from the heart of Beverly Hills, California.

10. EPG Genre The Channels shall be listed in the EPG Genres set out below (and, where known on the date of signature of this Agreement, at the channel number set out below):

EPG Genre (and EPG Sub- Name to appear on EPG Genre where relevant) Channel number FilmOn.TV To be confirmed by BSkyB To be confirmed by BSkyB

11. Regionalisation and viewer types The Channel shall be listed in all bouquets.

12. Other The Broadcaster undertakes and warrants that:

12.1 it has entered into an agreement with Luxury to unconditionally and irrevocably purchase the EPG slot(s) for the Channel(s) with effect from the Commencement Date; and

12.2 to the best of the Broadcaster’s knowledge and belief Luxury is not the subject of any insolvency procedure(s) on the date hereof. Such procedure(s) shall include but not be limited to the appointment of an administrator or administrative receiver over the whole or any part of its assets and/or entering into liquidation (whether compulsory or voluntary).

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Exhibit 10.15

Launch Application

Launch Application Form- Form l p1

1. Channel provider information Name of channel: Film On TV Type of channel (e.g. TV/Radio/Other- TV please specify e.g. Interactive/Regional/Hidden):

Channel provider details: Registered company name FilmOn.com

Registered company number 06047620 Registered office address: 111, Wardour Street, London, W1F 0UH Postal address for correspondence: 111, Wardour Street, London, W1F 0UH Company/broadcaster website: www.filmon.com Channel provider’s key Name Gary Shoefield commercial contact : Title Director of Programming Telephone number 020 7758 0690 Fax number 020 734 2819 E-mail address [email protected] Address (if different from the above) Channel provider’s in-house Name Alki David Technical contact : Title Founder & CEO Telephone number 020 7758 0690 Fax number 020 734 2819 E-mail address [email protected] Address (if different from the above)

Registered Offices: Freesat (UK) Ltd - 23-24 Newman Street - London - WIT 1PJ T: 0844 225 0900 | F: 020 3301 5864| E: [email protected] Company registration number: 6250097 VAT registration number: GB 916 9787 65

Registered Offices: Freesat (UK) Ltd - 23-24 Newman Street - London - WIT 1PJ http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Channel provider’s in-house Name Gary Shoefield Marketing and PR contact : Title Director of Programming Telephone number 020 7758 0690 Fax number 020 734 2819 E-mail address

2. Channel information Licence Number: (please attach a copy of the Ofcom broadcast licence or equivalent TLCS 1706 authorisation) Name of Channel as it appears on Ofcom (or equivalent) licence : FILM ON TV LIMITED Name of Company to which the channel is licensed, as it appears on FILM ON TV LIMITED Ofcom (or equivalent) licence: Channel Website: www.filmon.com Brief description of the channel: A live, interactive entertainment channel which is unique in that it gives access to the general public to take on challenges and comment. It features a host of celebrity chat shows and program content direct from Los Angeles. Proposed genre category under the EPG Listing Policy: Entertainment Is the channel a ‘public service channel’ as per Ofcom definition? No Does the channel qualify as an ‘Associated Channel’ under the EPG No Listing Policy? Preferred channel launch date e.g. at a specific date in the future or an December 2013 approximate month:

To be filled in by Channel Provider or Representative: Channel Name (max 14 Characters) (Please note the channel name will appear on the Freesat EPG F I l m O n T V exactly as you complete it here. This is Case Sensitive.) http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Launch Application (Registration) forms 1-4

Form 2 p1

Channel Technical details for SCR

• Please note that once submitted, Freesat do require a minimum of 30 days notice for any changes to these details.

To be filled in by Channel Provider or Representative: Channel Name (max 14 Characters) (Please note the channel name will appear on the Freesat EPG F I l m O n T V exactly as you complete it here. This is Case Sensitive.) Short Channel Name (max 8 characters) (Please note the channel short name will appear on the Freesat EPG exactly as you complete it here. F I l m O n T V This is Case Sensitive .) Is an 8 day schedule required? (Y/N) YES—Every channel is required to provide a minimum of an 8 day schedule. Does the channel require triggering? (Y/N) No What is the default authority for series link? (usually is the channel domain name format e.g. REQUIRED www.channelname.co.uk ) www.filmon.com

Service Type (SDTV, HDTV, Radio or Interactive, IPTV) SDTV Transmission hours of the channel (Broadcasting feed from Satellite): 24/7 Broadcast Times of actual programme content: Weekdays 24/7 Weekends 24/7 Transponder EUTELSAT 28 Original Network ID 28.5o Transport Stream ID VERTICAL Service ID 10.70-12.75 GHz EPG Data Provider Arqiva

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Launch Application (Registration) forms 1-4

Form 2 p2

Please complete the following section only if the channel requires intra-UK regionalisation (e.g. PSBs):

Is the channel a regional variant? (Y/N) NO If yes, Freesat will contact you to discuss your regional requirements. Can a user select different regional variant at same EPG number? N/A (Y/N) Are the other regional variants visible in the EPG? (Y/N) N/A

Please complete the following section only if the channel has interactive services and requires access to any of the following:

MHEG Quiet Tuning Required (Y/N) N/A If this requires a new group, please contact Freesat MHEG Persistent storage for service and/or group of services N/A If this requires a new group, please contact Freesat MHEG Return Channel Access (Y/N) N/A If this requires a new group, please contact Freesat

Key contacts required —you must complete this section:

Contact for EPG Data provision and scheduling information Name: Alki David Company: Film On TV Tel: 020 7758 0690 E-mail: [email protected] Contact for Uplink Provider Name: Vicki Redstone Company: Arqiva Broadcast & Media Tel: 01494 878 297 E-mail: [email protected]

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Launch Application (Registration) forms 1-4

Form 2 p3

Any other relevant information: 1. The Channel is already broadcasting on SKY—EPG 292 in the Entertainment section. 2. Sample Schedules Attached 3. Example of channel programming can be seen via the following link: http://voutu.be/Qm04G9MsH8Y

Please refer to the Application Checklist for details of the sample schedule data required to complete this application form. Without this information, pre-registration cannot take place.

I certify that this information is correct.

Signature : /s/ Alki David Print Name: Alki David Date: 14 th November 2013

Name of company: Film On TV Limited Contact for invoicing: Name: Anca Vultur Title: Chief Operating Officer Email: [email protected] Phone: 020 7758 0690 Address for invoicing: 111, Wardour Street, London, W1F 0UH VAT number: Do you require Purchase Order numbers? NO If you leave this blank we will not ask for PO’s when raising any invoice (If Yes, please include PO for this registration fees.) for you.

• *Please note that the launch application (registration) fee is non-refundable. This fee is payable for each service registered, whether it is

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Launch Application (Registration) forms 1-4

Form 3 p1

Invoicing Details

In order to register your intention to launch on the Freesat platform, you are required to pay £4000 per channel*. This is a fee to cover costs associated with the launch application process (also known as registration) and channel launch planning, configuration and software licences.

Freesat requires a list of all the channels that you plan to launch on the Freesat platform. Once we have received your application form(s), we will send through a VAT invoice. To keep transactions to a minimum, Freesat would prefer one consolidated invoice per company. Please ensure that you complete one of these forms for each of the corporate entities for which you are responsible.

If you require a purchase order number to be included any Freesat invoices, please send it through to [email protected] in accounts.

• *Please note that the launch application (registration) fee is non-refundable. This fee is payable for each service registered, whether it is intended to be listed on the Freesat EPG or accessed via another service. It is a one-off cost.

• £4000 is broken down as: £1500 for Freesat Launch Application (Registration), £1500 for Sky Configuration and £1000 for 3rd party software licence. These costs may be invoiced separately.

Name of channel: Cost @ £4000 per channel or service* 1 Film On TV £4,000.00 2 3 4 5 6 7 8 9

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Launch Application (Registration) forms 1-4 Form 3 p2

Name of channel: Cost @ £4000 per channel or service* 1 Film On TV £4,000.00 2 3 4 5 6 7 8 9 10 Total £4,000.00 VAT @ 20% £800.00 Total including VAT £4,800.00

• Please note that the launch application (registration) fee is non-refundable. This fee is payable for each service registered, whether it is intended to be listed on the Freesat EPG or accessed via another service. It is a one-off cost.

• £4000 is broken down as: £1500 for Freesat Launch Application (Registration), £1500 for Sky Configuration and £1000 for 3rd party software licence. These costs may be invoiced separately.

1 Please state the name of the proposed channel to be carried on Freesat. FILM ON TV 2 Please provide a short description of the channel in approximately 30-50 words in the space below... A live, interactive entertainment channel, which is unique in that it gives access to the general public to take on challenges and comment. It features a host of celebrity chat shows and program content direct from Los Angeles. 3 When did/does the channel start broadcasting in the UK? Since: 07th NOVEMBER 2013 4 Does the channel participate in BARB audience research? If so, please write the month and year when it was NO http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Launch Application (Registration) forms 1-4

Form 4 p1

Freesat New Channel Screening

Instructions 1. The information provided here will be provided to Freesat’s marketing department and PR agency. If the channel content should ever change, please re-present this information.

2. This form must be completed as part of the launch application (registration) process.

SECTION A—CHANNEL INFORMATION

1 Please state the name of the proposed channel to be carried on Freesat. FILM ON TV 2 Please provide a short description of the channel in approximately 30-50 words in the space below... A live, interactive entertainment channel, which is unique in that it gives access to the general public to take on challenges and comment. It features a host of celebrity chat shows and program content direct from Los Angeles. 3 When did/does the channel start broadcasting in the UK? Since: 07th NOVEMBER 2013 4 Does the channel participate in BARB audience research? If so, please write the month and year when it was NO last surveyed. 5 Please state the language(s) that the channel broadcasts. ENGLISH 6 If the channel offers languages other than English, please state the languages included and how these are included (for example by percentage or via different audio channels) 7 Please state any platforms on which this channel broadcasts. Platform EPG Number EPG Genre (if applies) Freeview Sky 292 ENTERTAINMENT Virgin Media Tiscali BT Vision Other:

SECTION B—DECLARATION

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Launch Application (Registration) forms 1-4

Form 4 p2

SECTION B—DECLARATION

1 Please state the full name and (where applicable) the registration number of the company which controls the output of the channel. Company Name: Film On TV Limited Company Registration No: 06047620 Country: United Kingdom 2 Is the company above in direct control of the applicant channel names on the Yes broadcast licence? 3 I confirm that alkinformafj6n is true and correct to the best of my knowledge. (Please Signed: /s/ Alki David Print Name: Alki David

Date of Signature: 14th November 2013

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 10.16

DISH Business Advantage Commercial Plan Agreement

This agreement (“ Agreement ”) sets forth the terms and conditions of the DISH Business Advantage Commercial plan. The Commercial Customer Agreement (“ CCA ”), is incorporated by reference herein and contains additional terms and conditions. The CCA is included in your receiver’s user guide and is available online at dish.com/legal.

Length of Term Commitment: 24 months Early Termination Fee: If prior to the end of your term commitment: (A) your DISH service is Prorated by multiplying $20 by the disconnected for ANY REASON (for example, and without limitation, if you cancel your DISH service number of months remaining in your because you move to a location where you cannot receive your DISH service); or (B) you downgrade term commitment. Maximum early your programming below a Required Minimum Programming Package (as defined below), and in either termination fee is $480. case, all programming and other prices, fees and charges for your term commitment have not yet been paid in full, you agree to pay, and DISH will automatically charge, an early termination fee to your DISH account or your Qualifying Card (as defined below) at DISH’s option.

Public or Private Location: You must identify your type of business, based on the Public Commercial Private Commercial information below, by initialing the appropriate space. For some programming packages, a Location: Location: fee of up to $40 per month will apply based on whether your business is a Public Public Commercial Location or a Private Commercial Location.

Public Commercial Location: By initialing the Public Commercial Location space above, you represent that the location in which you will receive and view programming under this Agreement is generally accessible to the public and: (A) is classified within the hospitality industry; (B) serves food and/or liquor for immediate consumption; (C) is registered with a fire occupancy certificate; and (D) will not receive services through a master system installed at a commercial or residential multiple dwelling unit property (such as hotels, hospitals, dormitories etc.). Examples of Public Commercial Locations include bars, restaurants, night clubs, casinos, lounges and shopping malls. Notwithstanding the foregoing, DISH may determine whether a location constitutes a Public Commercial Location or another type of location.

Private Commercial Location: By initialing the Private Commercial Location space above, you represent that the location in which you will receive and view programming under this Agreement may be accessible to the public and does not serve food and/or liquor for immediate consumption. Examples of Private Commercial Locations include retail stores, health clubs, business office reception areas or waiting rooms and the private offices of attorneys, doctors, dentists and other business professionals. Notwithstanding the foregoing, DISH may determine whether a location constitutes a Private Commercial Location or another type of location.

Estimated Viewing Occupancy (EVO) Public Viewing Only: Indicate the total number of EVO: Customer Initials: persons in the establishment (standing or seated) who can view any television programming provided by DISH at any given time.

Pricing for some programming packages is based on the establishment’s Estimated Viewing Occupancy (EVO), which is defined as the total number of persons in the establishment (standing or seated) who can view any television programming provided by DISH at any given time. By initialing above and signing this Agreement you hereby certify that the above number accurately represents the Estimated Viewing Occupancy of the establishment at which DISH service will be displayed. This estimate is subject to audit and may be adjusted in the sole discretion of DISH.

Unreturned Equipment Charges: The following “ Leased Equipment ” provided to you under this Agreement (including, without limitation, the CCA) is leased and remains the property of DISH at all times: receiver(s); smart card(s); remote control(s); and LNBF(s). You agree that you will return all Leased Equipment in accordance with the “Equipment Return” section below within 30 days following disconnection of your DISH service or Leased Equipment, and if you do not, DISH will charge the following “ Unreturned Equipment Charges ,” as applicable, to your DISH account or your Qualifying Card, at DISH’s option: LNBF, SD Solo DVR, SD Solo Non-DVR, SD Duo DVR and SD Duo Non-DVR, $49 ; Joey, Super Joey, Wireless Joey, HD Duo Non-DVR and HD Solo Non-DVR, $99 ; HD Solo DVR, HD Duo DVR and HD Duo DVR SlingLoaded $199 ; and Hopper and Hopper with Sling $249 . If your account is involuntarily deactivated for failure to pay your bill or otherwise, DISH will charge the applicable Unreturned Equipment Charge(s) to your DISH account or your Qualifying Card, at DISH’s option. If you return the Leased Equipment in accordance with this Agreement (including, without limitation, the CCA), the Unreturned Equipment Charge(s) that you have paid to DISH, if any, will be refunded upon DISH’s receipt of the applicable Leased Equipment.

***You acknowledge and agree that DISH shall have the right to change: (A) any and all prices, fees and charges at any time and from time to time, including without limitation, during any term commitment to which you have agreed; (B) packages,

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

programming, programming suppliers, services offered by programming suppliers, features and functionality at any time and from time to time, including, without limitation, during any term commitment to which you have agreed; AND (C) your payment terms if you fail to make payments by your payment due date. ***You are still bound by this Agreement (including, without limitation, the CCA) if you change your place of business. ***Do not sign this Agreement until you have read the entire Agreement (including, without limitation, the CCA).***

By signing below, you acknowledge and agree that you have received, read, understand and agree to be bound by all the terms and conditions set forth in this Agreement (including without limitation, the CCA), and that all such terms and conditions were disclosed to you prior to activation. If you are located in Puerto Rico, you are entering into this Agreement (including, without limitation, the CCA) with DISH Network Puerto Rico L.L.C.; if you are located anywhere other than Puerto Rico, you are entering into this Agreement (including, without limitation, the CCA) with DISH Network L.L.C.

Business Name: FILM ON TV INC Customer Signature: /s/ Phone: 3104325389 Customer Printed Name: FILM ON TV INC Email Address: [email protected] Date: 04/11/2015 Street Address: 338 N CANON DR Account #: 8255707082967196 City: BEVERLY HILLS State: CA Zip: 902104705

Subscriber Eligibility: DISH services and equipment must be ordered, installed and activated between and including January 15, 2015 and June 11, 2015 . Only 1 participant per location. This offer may not be combined with any other offer. This offer is limited to: (A) new, first-time commercial DISH subscribers; and (B) former commercial DISH subscribers who (1) paid all balances owing under their prior DISH account(s) in full; and (2) have not received any DISH service during the 60-day period prior to activation under this plan (“ Former DISH Subscribers ”). No new, first-time commercial DISH subscriber or Former DISH Subscriber shall be eligible for this plan unless such subscriber: (a) has a place of business in the continental United States, Alaska, Hawaii, Puerto Rico or the US Virgin Islands that qualifies as a Public Commercial Location or a Private Commercial Location; (b) provides a valid business name, business address, phone number and business owner/proprietor name; (c) provides DISH with an authorized valid major credit card or debit/check card number; and (d) receives credit approval. DISH will determine eligibility and may deny eligibility for any reason.

Required Minimum Programming Packages: You must subscribe at all times to one of the “ Required Minimum Programming Packages ” listed in the table below or a higher-cost programming package. You represent that you have been informed as to whether you are eligible to receive local network channels by satellite.

Required Minimum Programming Packages Price Including Local

Network Channels Price Excluding Local Network Programming Package Where Available Programming Package Channels DishLATINO Básico $ 29.99/mo. Qualifying international Welcome Pack $ 19.99/mo. programming (also $19.99/mo. or higher DISH America requires subscription to PLUS Chinese Basic or $10.00/mo. for Chinese $ 49.99/mo. International Basic) Basic or International Basic

Installation: Except as otherwise provided below, this plan includes standard professional installation of up to 6 receivers to up to 6 TVs, a DISH 500 antenna (or other applicable antenna, as determined by DISH) and mounting hardware. Additional equipment may be required and additional prices, fees and charges may apply in certain installations or with certain programming purchases. Maximum of 6 leased receivers (supporting up to 6 total TVs) per account. Hopper and Hopper with Sling installation includes up to 6 leased receivers for up to 6 total TVs per account. CUSTOMERS OF ALASKA ONLY: IN THE EVENT THAT DISH DETERMINES THAT YOU ARE LOCATED IN A REMOTE AREA OF ALASKA (“ REMOTE AREA ”), THEN YOU ACKNOWLEDGE AND AGREE THAT: (A) NEITHER DISH NOR ANY OF DISH’S RETAILERS WILL FURNISH, OR HAVE ANY OBLIGATION TO FURNISH, ANY INSTALLATION SERVICES TO YOU AT ANY TIME; (B) YOU ARE SOLELY RESPONSIBLE FOR INSTALLING ANY AND ALL LEASED EQUIPMENT (INCLUDING, WITHOUT LIMITATION, RECEIVER(S), SMART CARD(S), REMOTE CONTROL(S) AND LNBF(S)); (C) YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL RISKS ASSOCIATED WITH AND RESULTS OF SUCH INSTALLATION (INCLUDING, WITHOUT LIMITATION, RECURRING MATERIAL INTERFERENCE OF SIGNAL RECEPTION, LIMITATION TO THE QUALITY OR USABILITY OF YOUR DISH SERVICE, PERSONAL INJURY AND DAMAGE TO THE LEASED EQUIPMENT); (D) NEITHER DISH NOR ANY OF DISH’S RETAILERS WILL AT ANY TIME CONDUCT ANY ON-SITE SERVICE CALLS FOR YOU; AND (E) THE FOREGOING DOES NOT RELIEVE YOU OF ANY OF YOUR OBLIGATIONS PURSUANT TO THIS AGREEMENT.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Monthly Fees Fee Amount Additional Receiver Fee* Each Solo Non-DVR receiver, Joey and Wireless Joey $ 7.00/mo. Each Super Joey $10.00/mo. Each Solo DVR receiver $10.00/mo. Each Hopper and Hopper with Sling $12.00/mo. Each Duo Non-DVR receiver $14.00/mo. Each Duo DVR and HD Duo DVR SlingLoaded receiver $17.00/mo.

* The receiver with the highest associated fee shall be deemed activated prior to all other receivers on an account.

DVR Service and Hopper Receiver Fees Fee Amount Solo DVR and Duo DVR receiver $ 7.00/mo. HD Duo DVR SlingLoaded receiver $10.00/mo. Hopper and Hopper with Sling $ 6.00/mo.

Equipment Return: You may use the Leased Equipment provided under this plan only while you remain an active customer in good standing and in compliance with this Agreement (including, without limitation, the CCA). You must return all such Leased Equipment in good operating condition, normal wear and tear excepted, within 30 days following disconnection of your DISH service or Leased Equipment. If you acquired the Leased Equipment directly from DISH, you must call DISH at 800-333-DISH (3474) immediately after disconnection of your DISH service or Leased Equipment to receive a return authorization number and delivery instructions for return of the Leased Equipment. If you acquired the Leased Equipment from a retailer, you must return all Leased Equipment to: (A) your original retailer, if such disconnection of your DISH service or Leased Equipment occurs during the first 30 days following your initial activation of programming; or (B) DISH, if such disconnection of your DISH service or Leased Equipment occurs after such 30-day period. You are responsible for and shall bear all costs and expenses of returning the Leased Equipment. You are not responsible under the terms and conditions of this Agreement (including, without limitation, the CCA) for the return of equipment other than the Leased Equipment. Following disconnection of your DISH service, unless you acquired the Leased Equipment from a retailer, your DISH service was disconnected during the first 30 days following your initial activation of programming and you returned the Leased Equipment to such retailer within 30 days following disconnection of your DISH service, DISH will send you one or more return labels and empty boxes (depending on your Leased Equipment) to be used by you in returning the Leased Equipment and DISH will charge you $10.00 for each such return label and empty box (“ Box Return Fee ”). The Box Return Fee is subject to change at any time. Unless you are located in a Remote Area of Alaska, you also have the option of contacting DISH by calling 800-333-DISH (3474) to request that DISH perform an on-site service call to remove the Leased Equipment at DISH’s then-current on-site service call rate, which is subject to change at any time.

Location: If you view or directly or indirectly allow others to view: (A) programming authorized under this Agreement (including, without limitation, the CCA) for use in a Public Commercial Location in a location other than a Public Commercial Location; or (B) programming authorized under this Agreement (including, without limitation, the CCA) for use in a Private Commercial Location in a location other than a Private Commercial Location, as applicable, you agree to pay DISH, and DISH will automatically charge to your DISH account or your Qualifying Card, at DISH’s option: (1) the difference between the amount DISH actually received for the type of location authorized under this Agreement (including, without limitation, the CCA) and the full applicable rate for such programming (regardless of whether DISH has distribution rights for such programming); and (2) the total amount of any admission charges or similar fees imposed for viewing or listening to such programming. If you have, or you directly or indirectly allow others to have, programming authorized under a single DISH account for multiple receivers that are not all located in the same Public http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Receivers: “ Solo ” receivers support 1 TV and contain 1 tuner (or in the case of a 512 or 612, 2 tuners). Solo receiver models currently include: SD Solo Non-DVR ; HD Solo Non-DVR ; SD Solo DVR ; and HD Solo DVR . “ Duo ” receivers support up to 2 TVs and contain 2 tuners. Duo receiver models currently include: SD Duo Non-DVR ; HD Duo Non-DVR ; SD Duo DVR ; and HD Duo DVR . HD Duo DVR SlingLoaded receivers support up to 2 TVs and contain 2 tuners. Hopper, Hopper with Sling , Joey, Super Joey and Wireless Joey each connect to 1 TV.

Prices, Fees, Charges and Payments: You agree to pay monthly by the payment due date for the programming you select and for all other applicable prices, fees and charges. State and local taxes and/or reimbursement charges may apply as set forth in the CCA. You have paid or you agree to pay the following one-time lease upgrade fees: (A) the following amounts for the first HD receiver: $199 for a Hopper with Sling (which fee will be credited back to customers who subscribe to a Base Programming Package plus 6 or more add-on packages so long as at least one add-on package includes HD programming); and (B) the following amounts for each additional receiver: if you already have 3 or more receivers, then $49 for each additional receiver that is a SD or HD Solo Non-DVR ; $99 for each additional receiver that is a HD Solo or Duo DVR or HD Duo DVR SlingLoaded , Hopper, Joey or Wireless Joey; and $199 for each additional receiver that is a Hopper with Sling. Other prices, fees and charges may apply as set forth in this Agreement (including, withought limitation, the CCA). All payments are non-refundable. You agree that your DISH service has been properly installed and activated, and you hereby waive any right to a credit and/or refund of any previous payment to DISH to which you may have otherwise been entitled. The following monthly fees apply:

* The receiver with the highest associated fee shall be deemed activated prior to all other receivers on an account.

DVR Service and Hopper Receiver Fees Fee Amount Solo DVR and Duo DVR receiver $ 7.00/mo. HD Duo DVR SlingLoaded receiver $10.00/mo. Hopper and Hopper with Sling $ 6.00/mo.

3 http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 10.17

FOTV MEDIA NETWORKS INC.

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of May 2, 2016, by and between FOTV Media Networks Inc., a Delaware corporation (the “ Company ”), and the Investors set forth on the signature pages affixed hereto (each an “ Investor ” and collectively the “ Investors ”).

WHEREAS , the Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, (i) an aggregate of up to 3,906,250 shares (the “ Shares ”) of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company (the “ Preferred Stock ”) at a purchase price of $6.40 per share (subject to adjustment), which shares are convertible on a 1-for-1 basis into shares of the Company’s Common Stock, par value $0.001 per share (the “ Converted Shares ”), and have the rights and preferences set forth in the form of Certificate of Designation (the “ Certificate of Designation ”) attached hereto as Exhibit A , and (ii) warrants (the “ Warrants ”) to purchase an aggregate of up to 585,938 shares of Common Stock (the “ Warrant Shares ”) at an exercise price of $8.00 per share (subject to adjustment) in the form attached hereto as Exhibit B , all upon the terms and conditions set forth in this Agreement;

WHEREAS , the Shares, the Converted Shares, the Warrants and the Warrant Shares issued pursuant to this Agreement are collectively referred to herein as the “ Securities ;” and

WHEREAS , in connection with the Investors’ purchase of the Shares and Warrants, the Investors will receive certain rights to participate in public offerings of Company stock, and will be subject to certain restrictions on the transfer of the Shares, all as more fully set forth in this Agreement.

NOW, THEREFORE , in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree to the sale and purchase of the Shares and Warrants as set forth herein.

1. Definitions . For purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.

“ 1933 Act ” means the Securities Act of 1933, as amended.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

“ Affiliate ” shall mean, with respect to any specified Person, (i) if such Person is an individual, the spouse, heirs, executors, or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries,

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.

“ Blue Sky Application ” is defined in Section 5.4(a) hereto.

“ Business Day ” shall mean any day on which banks located in Los Angeles, California are not required or authorized by law to remain closed.

“ Certificate of Designation ” is defined in the recitals above.

“ Closing ” and “ Closing Date ” are defined in Section 2.2(c).

“ Common Stock ” is defined in the recitals above.

“ Company’s knowledge ” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company, after due inquiry.

“ Converted Shares ” is defined in the recitals above.

“ First Closing ” and “ First Closing Date ” are defined in Section 2.2(a).

“ IPO ” shall mean the initial public offering of securities of the Company pursuant to a registration statement filed in accordance with the requirements of the 1933 Act.

“ Liens ” means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer or other defect of title of any kind.

“ Material Adverse Effect ” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents.

“ Person ” shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint- stock company, trust or unincorporated organization.

“ Piggyback Registration ” is defined in Section 5.1 hereto.

“ Placement Agent ” is defined in Section 4.8 hereto.

“ Preferred Stock ” is defined in the recitals above.

“ Private Placement Term Sheet ” means the Company’s Private Placement Term Sheet, dated March 31, 2016, and any amendments or supplements thereto.

“ Purchase Price ” shall mean up to $25,000,000.

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‘‘ Registrable Securities ” shall mean the Converted Shares, the Warrant Shares and any shares issuable upon exercise of any warrants issued to registered broker-dealers and their affiliates as compensation in connection with the transactions contemplated hereby; provided , however , that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by the Investors pursuant to Rule 144 without volume limitations.

“ Registration Statement ” shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post- effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

“ Regulation D ” is defined in Section 3.7 hereto,

“ Regulation S ” is defined in Section 6.1(i)(E) hereto.

“ Rule 144 ” is defined in Section 6.1(i)(C) hereto.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities ” is defined in the recitals above.

“ Shares ” is defined in the recitals above.

“ Subsequent Closing ” and “ Subsequent Closing Date ” are defined in Section 2.2(b).

“ Subsidiaries ” shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise.

“ Transaction Documents ” shall mean this Agreement, the Certificate of Designation, the Warrants and the Escrow Deposit Agreement.

“ Transfer ” shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.

“ Underwriter ” is defined in Section 5.2 hereto.

“ Underwriting Documents ” shall mean an underwriting agreement in customary form and all other agreements and other documents reasonably requested by an underwriter in connection with an underwritten public offering of equity securities (including, without limitation, questionnaires, powers of attorney, indemnities, custody agreements and lock-up agreements).

“ Warrant Shares ” is defined in the recitals above.

“ Warrants ” is defined in the recitals above.

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2. Sale and Purchase of Shares and Warrants. 2.1 Subscription for Shares and Warrants by Investors . Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants, in the respective amounts set forth on the signature pages attached hereto in exchange for the Purchase Price.

2.2 Closings .

(a) First Closing . Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company on the First Closing Date, such number of Shares and Warrants set forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit A-l (the “ First Closing ”). The date of the First Closing is hereinafter referred to as the “ First Closing Date .” Notwithstanding anything to the contrary in this Agreement, a maximum of 3,906,250 Shares may be issued and sold at the First Closing.

(b) Subsequent Closing(s) . The Company agrees to issue and sell to each Investor listed on the Subsequent Closing Schedule of Investors, and each Investor agrees, severally and not jointly, to purchase from the Company on such Subsequent Closing Date such number of Shares and Warrants set forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit A-2 (a “ Subsequent Closing ”). There may be more than one Subsequent Closing; provided , however that the final Subsequent Closing shall take place within the time periods set forth in the Private Placement Term Sheet. The date of any Subsequent Closing is hereinafter referred to as a “ Subsequent Closing Date ”). Notwithstanding the foregoing, the maximum number of Shares to be sold at the First Closing and all Subsequent Closings shall be 3,906,250 Shares.

(c) Closing . The First Closing and any applicable Subsequent Closings are each referred to in this Agreement as a “ Closing .” The First Closing Date and any Subsequent Closing Dates are sometimes referred to herein as a “Closing Date.” All Closings shall occur within the time periods set forth in the Private Placement Term Sheet at the offices of Olshan Frome Wolosky LLP, counsel to the Company, at 1325 Avenue of the Americas, 16th Floor, New York, New York 10019 or remotely via the exchange of documents and signatures.

2.3 Closing Deliveries . At each Closing, the Company shall deliver to the Investors, against delivery by the Investor of the Purchase Price (as provided below), duly issued certificates representing the Shares and the Warrants. At each Closing, each Investor shall deliver or cause to be delivered to the Company the Purchase Price set forth in its counterpart signature page annexed hereto by paying United States dollars via bank, certified or personal check which has cleared prior to the applicable or in immediately available funds, by wire transfer to the following escrow account:

Acct. Name : Signature Bank, as Escrow Agent for FOTV Media Networks Inc. ABA Number : 026013576 Swift Code : SIGNUS33 Acct Number : 1502648116

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

3. Representations, Warranties and Acknowledgments of the Investors . Each Investor severally and not jointly represents and warrants to the Company solely as to such Investor that:

3.1 Authorization . The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

3.2 Purchase Entirely for Own Account . The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

3.3 Investment Experience . Such Investor acknowledges that the purchase of the Shares and Warrants is a speculative investment and that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

3.4 Disclosure of Information . Such Investor has had an opportunity to receive all information related to the Company and the Securities requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities. Neither such inquiries nor any other due diligence investigation conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement, Such Investor acknowledges that it has received and reviewed the Private Placement Term Sheet describing the offering of the Securities.

3.5 Restricted Securities . Such Investor understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

3.6 Legends . It is understood that, except as provided below, certificates evidencing the Securities may bear the following or any similar legend:

(a) “The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable state securities laws.”

(b) If required by the authorities of any state in connection with the issuance of sale of the Securities, the legend required by such state authority.

3.7 Accredited Investor . Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D under the 1933 Act (“ Regulation D ”).

3.8 No General Solicitation . Such Investor did not learn of the investment in the Securities as a result of any public advertising or general solicitation. The Investor confirms that it has had a substantive pre-existing relationship and direct contact with the Company and its representatives other than in connection with an IPO, it was not identified or contacted through the marketing of an IPO and it did not independently contact the Company as a result of the general solicitation by means of a registration statement.

3.8 Brokers and Finders . No Investor will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or any other Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

4. Representations and Warranties of the Company . The Company represents, warrants and covenants to the Investors that:

4.1 Organization: Execution, Delivery and Performance .

(a) The Company and each of its Subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(b)(i) The Company has all requisite corporate power and authority to enter into and perform the Transaction Documents and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Shares and the Warrants, and the issuance and reservation for issuance of the Converted Shares and the Warrant Shares) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders, is required, (iii) each of the Transaction Documents has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is a true and official representative with authority to sign each such document and the other documents or certificates executed in connection herewith and bind the Company accordingly, and (iv) each of the Transaction Documents constitutes, and upon execution and delivery thereof by the Company will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or legal remedies.

4.2 Shares, Warrant Shares and Converted Shares Duly Authorized . The Shares to be issued to each such Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The Converted Shares and the Warrant Shares will be duly authorized and reserved for future issuance and, upon conversion of the Shares and exercise of the Warrants in accordance with their respective terms, will be duly and validly issued, fully paid and non-assessable, and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company.

4.3 Capitalization . As of April 5, 2016, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which 49,735,904 shares are issued and outstanding or otherwise reserved for issuance pursuant to securities (other than the Converted Shares and Warrant Shares) exercisable for, or convertible into or exchangeable for shares of Common Stock, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which 3,906,250 shares of preferred stock have been designated as Series A Convertible Preferred Stock and no shares of preferred stock are issued and outstanding. Except as described above, the Company will not, upon the consummation of the transactions contemplated hereby (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except for the registration rights provisions contained herein) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Shares, the Converted Shares, the Warrants or the Warrant Shares, All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.

4.4 No General Solicitation . Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby has conducted any “general solicitation,” as such term is defined in Regulation D promulgated under the 1933 Act, with respect to any of the Securities being offered hereby.

4.5 No Integrated Offering . Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Investors. The issuance of the Securities to the Investors will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any stockholder approval provisions applicable to the Company or its securities.

4.6 No Brokers . Except as set forth in Section 9.1, the Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

4.7 Disclosure . All information relating to or concerning the Company or any of its Subsidiaries, officers, directors, employees, customers or clients: (i) set forth in this Agreement and/or (ii) as disclosed in any exhibit or certification thereto is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

4.8 Form D; Blue Sky Laws . The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to Bonwick Capital Partners LLC (the “ Placement Agent ”) promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Investors in the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Placement Agent on or prior to the Closing Date.

4.9 Most Favored Nations . If, at any time and from time to time during the period commencing on the closing date of the proposed IPO and ending on the first anniversary of such date, the Company issues, in a financing or series of related financings, additional shares of Common Stock or other equity or equity-linked securities that exceed an aggregate of 10,000 shares (the “ Additional Shares ”) at a purchase, exercise or conversion price less than $6.40 (subject to adjustment for splits, recapitalizations, reorganizations), then the Company shall: (a) issue additional shares of Common Stock to the Investors so that the effective purchase price per

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Share shall be the same per share purchase, exercise or conversion price of the Additional Shares and (b) the exercise price of the Warrants shall be reduced to the per share purchase, exercise or conversion price of such Additional Shares. Notwithstanding the foregoing, (i) no adjustment will be made in respect of shares of Common Stock or options to employees, directors or consultants issued at the then fair market value, or in connection with the acquisition of other entities, not to exceed 10% of the shares then outstanding on a fully-diluted basis, and (ii) nothing herein shall require the Company to take any action which would violate the rules or regulations of the Nasdaq Stock Market. In that regard, the Company covenants to promptly take all necessary action to obtain shareholder approval with respect to the provisions of this Section 4.9 as more particularly described in the Private Placement Term Sheet.

4.10 Right of First Refusal . In the event an IPO shall occur on or before the first anniversary of the date hereof, the Investor shall be entitled to purchase up to 1% of the shares of Common Stock offered by the Company in the IPO for every $1,000,000 in Shares purchased hereunder.

5. Registration Rights. 5.1 Participation in Registrations . Following an IPO, whenever the Company proposes to register any of its securities under the 1933 Act, whether for its own account or for the account of another stockholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Registrable Securities (a “ Piggyback Registration ”), it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of (i) the tenth (10th) day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) thirty (30) days prior to the anticipated filing date. Subject to the provisions of this Agreement, the Company will include in the Piggyback Registration all Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has received written requests for inclusion within fifteen (15) business days after the applicable holder’s receipt of the Company’s notice.

5.2 Underwritten Offerings . In the event a registration giving rise to the Investors’ rights pursuant to Section 5.1 relates to an underwritten offering of securities, the Investors’ right to registration pursuant to Section 5.1 shall be conditioned upon its (i) participation in such underwriting, (ii) inclusion of the Registrable Securities therein and (iii) execution of all underwriting documents requested by the underwriter with respect thereto (the “Underwriter”). If the managing underwriter gives the Company its written opinion that the total number or dollar amount of securities requested to be included in the registration exceeds the number or dollar amount of securities that can be sold, the Company will include the securities in the registration in the following order of priority: (A) first , all securities the Company proposes to sell; and (B) second , pro rata among all other holders of securities (including the holders of Registrable Securities) that have registration rights, if any, in each case, on the basis of the dollar amount or number of securities requested to be included, as the case may be.

5.3 Expenses . All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the trading market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel and independent public accountants for the Company, and (v) fees and disbursements of one counsel to the Investors not to exceed $5,000.

5.4 Indemnification .

(a) Indemnification by the Company . The Company will indemnify and hold harmless each Investor and its officers, directors, members, employees and agents, successors and assigns, and each other person, if any, who controls such Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “ Blue Sky Application ”); (iii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.

(b) Indemnification by the Investors . Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 5.4 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings . Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation,

(d) Contribution . If for any reason the indemnification provided for in the preceding paragraphs (a) and (c) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 5.4 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

5.5 Cooperation by Investor . Each Investor shall furnish to the Company or the Underwriter, as applicable, such information regarding the Investor and the distribution proposed by it as the Company may reasonably request in connection with any registration or offering referred to in this Section 5. Each Investor shall cooperate as reasonably requested by the Company in connection with the preparation of the registration statement with respect to such registration, and for so long as the Company is obligated to file and keep effective such registration statement, shall provide to the Company, in writing, for use in the registration statement, all such information regarding the Investor and its plan of distribution of the Shares included in such registration as may be reasonably necessary to enable the Company to prepare such registration statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith.

6. Transfer Restrictions . 6.1 Transfer or Resale . Each Investor understands that: (i) Except as provided in the registration rights provisions set forth above, the sale or resale of all or any portion or component of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the all or any portion or component of Securities may not be transferred unless: (A) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (B) the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, (C) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“ Rule 144 ”)) of the Investor who agrees to sell or otherwise transfer the Securities only in accordance with this Section 6.1 and who is an Accredited Investor, as such term is defined in Rule 501(a) of Regulation D, (D) the Securities are sold pursuant to Rule 144, or (E) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“ Regulation S ”), and, in each case, the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

6.2 Transfer Agent Instructions . The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of each Investor or its nominee, for

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

any Converted Shares or Warrant Shares in such amounts as specified from time to time by each Investor to the Company upon conversion of the Converted Shares or exercise of the Warrants in accordance with the terms thereof (the “ Irrevocable Transfer Agent Instructions ”). Prior to registration of the Converted Shares or Warrant Shares under the 1933 Act or the date on which the Converted Shares or Warrant Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 3.6(a) of this Agreement. Nothing in this Section shall affect in any way the Investor’s obligations and agreement set forth in Section 6.1 hereof to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably acceptable to such counsel, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected, the Company shall permit the transfer, and, in the case of the Converted Shares or Warrant Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

6.3 Lock-Up . Each Investor hereby agrees to take all actions reasonably requested by the Company in connection with the proposed IPO including the execution of customary lock-up agreements with the Company and/or the underwriter(s) of the IPO, the terms of which shall provide that (a) the Converted Shares shall not be sold or otherwise Transferred by the holder(s) of the Converted Shares for a period of 180 days following the closing date of the IPO and (b) the Company and/or underwriter(s) may require the holder(s) of the Converted Shares to provide evidence of compliance with such lock-up agreement including through the provision of account statements for such brokerage accounts holding the Converted Shares.

7. Conditions to Closing of the Investors . The obligation of each Investor to purchase the Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only):

7.1 Representations and Warranties . The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

7.2 Approvals . The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect.

7.3 Judgments, Etc . No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

7.4 Company CEO/CFO Certificate . The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections 7.1, 7.2 and 7.3.

7.5 Company Secretary Certificate . The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and By-laws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. The foregoing certificate shall only be required to be delivered on the First Closing Date, unless any information contained in the certificate has changed.

8. Conditions to Closing of the Company . The obligations of the Company to effect the transactions contemplated by this Agreement are subject to the fulfillment at or prior to each Closing Date of the conditions listed below. 8.1 Representations and Warranties . The representations and warranties made by the Investor in Section 3 shall be true and correct in all material respects at the time of Closing as if made on and as of such date.

8.2 Corporate Proceedings . All corporate and other proceedings required to be undertaken by the Investor in connection with the transactions contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in substance and form to the Company.

9. Miscellaneous . 9.1 Compensation of Brokers . The Investor acknowledges that it is aware that Bonwick Capital Partners LLC will receive from the Company, in consideration of its services as placement agent in respect of the transactions contemplated hereby, (i) a success fee of 7% of the Purchase Price of the Shares and Warrants sold at each closing, payable in cash (the “Success Fee”) and (ii) a warrant to purchase a number of shares of Common Stock equal to 7% of the Shares sold at each closing at an exercise price of $8.00 per share.

The Company :

FOTV Media Networks Inc. With a copy to: Olshan Frome Wolosky LLP 338 N. Canon Drive, 3 rd Floor 1325 Avenue of the Americas, 16th Floor Beverly Hills, California 90210 New York, NY 10019 Telephone: (877) 733-1830 Telephone: (212) 451-2300 Facsimile: (310) 861-1059 Facsimile: (212) 451-2222 Attention: Mr. Alkiviades (Alki) Attention: Spencer G. Feldman, Esq. David, Chairman and CEO

The Investors :

As per the contact information provided on the signature page hereof.

Bonwick Capital Partners LLC : http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

9.2 Notices . All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact information as the parties may have duly provided by notice.

The Company :

The Investors :

As per the contact information provided on the signature page hereof.

Bonwick Capital Partners LLC :

Bonwick Capital Partners LLC 40 West 57 th Street, 28 th Floor New York, New York 10019 Telephone: (949) 233-7869 Facsimile: (949) 2665789 Attention: Mr. Daniel J. McClory, Managing Director

9.3 California Corporate Securities Law . The sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful unless an exemption from such qualification is available. The rights of all parties to this Agreement are expressly conditioned upon such qualification being obtained, or such exemption being available.

9.4 Survival of Representations and Warranties . Each party hereto covenants and agrees that the representations and warranties of such party contained in this Agreement shall survive the Closing.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

9.5 Entire Agreement . This Agreement contains the entire agreement between the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter contained herein.

9.6 Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and, except for the Placement Agent, which is specifically agreed to be and acknowledged by each party as a third party beneficiary hereof, is not for the benefit of, nor may any provision hereof be enforced by, any other person.

9.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 6.1 hereof, any Investor may, without the consent of the Company, assign its rights hereunder to any person that purchases Securities in a private transaction from an Investor or to any of its “affiliates,” as that term is defined under the 1934 Act.

9.8 Publicity . The Company and the Placement Agent shall have the right to review a reasonable period of time before issuance of any press releases or SEC or other regulatory filings, or any other public statements with respect to the transactions contemplated hereby; provided , however , that the Company shall be entitled, without the prior approval of the Placement Agent or the Investors, to make any press release or SEC or other regulatory filings with respect to such transactions as is required by applicable law and regulations (although the Placement Agent shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

9.9 Binding Effect; Benefits . This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer on any persons other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

9.10 Amendment; Waivers . All modifications, amendments or waivers to this Agreement shall require the written consent of both the Company and a majority in interest of the Investors (based on the number of Shares purchased hereunder).

9.11 Applicable Law: Disputes . This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to the conflict of law provisions thereof, and the parties hereto irrevocably submit to the exclusive jurisdiction of the United States District Court for the Central District of California, or, if jurisdiction in such court is lacking, the Superior Court of the State of California, Los Angeles County, in respect of any dispute or matter arising out of or connected with this Agreement.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

IN WITNESS WHEREOF , the undersigned Investors and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first above written.

FOTV MEDIA NETWORKS INC

By: Name: Alkiviades (Alki) David Title: Chairman and CEO

INVESTORS:

The Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.

Name of Investor: All Investors:

If an entity: Address:

Print Name of Entity:

Telephone No.:

By: Facsimile No.: Name: Title:

If an individual:

Print Name: Email Address:

Signature: The Investor hereby elects to purchase ______Shares (to be completed by Investor) under the Securities Purchase Agreement at a price of $6.40 per share for a total Purchase Price of $______(to be completed by Investor). Investor will also receive 15% warrant coverage with respect to said investment.

1 Will reflect First Closing Date. Not to be completed by Investor.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

EXHIBIT A

CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES AND OTHER RIGHTS AND QUALIFICATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

FOTV MEDIA NETWORKS INC. , a corporation organized and existing under the Delaware General Corporation Law (the “ Corporation ”), hereby certifies that the following resolution was adopted by the Board of Directors (the “ Board ”) of the Corporation on April __, 2016, pursuant to the authority of the Board as required by Section 151 of the General Corporation Law of the State of Delaware:

RESOLVED , that pursuant to the authority vested in the Board in accordance with the provisions of the Certificate of Incorporation of the Corporation (the “ Certificate of Incorporation ”), the Board hereby authorizes a series of the Corporation’s previously authorized Preferred Stock, par value $0.001 per share, and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof as follows:

B. Series A Convertible Preferred Stock

(1) Certain Definitions . For purposes of this Section B, the terms set forth below shall have the corresponding meanings provided below.

(a) “ Affiliate ” shall mean, with respect to any specified Person, (a) if such Person is an individual, the spouse, heirs, executors, or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (b) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.

(b) “ Business Day ” shall mean any day on which banks located in Los Angeles, California are not required or authorized by law to remain closed.

(d) “ Conversion Price ” shall have the meaning set forth in Section B(7) of this Article FOURTH.

A-1

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(e) “ Converted Stock ” shall mean the Common Stock issued in respect of the conversion of Series A Stock or as a dividend or distribution thereon.

(f) “ Holder ” shall mean a Person who is the lawful holder of issued and outstanding shares of Series A Stock.

(g) “ IPO ” shall mean an underwritten initial public offering of Common Stock pursuant to a registration statement publicly filed in accordance with the requirements of the Securities Act.

(h) “ Junior Securities ” shall mean securities of the Corporation ranking subordinate to the Series A Stock with respect to the right to receive distributions of the assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation.

(i) “ Parity Securities ” shall mean securities of the Corporation ranking on a parity with the Series A Stock with respect to the right to receive distributions of the assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation, the authorization or issuance of which are approved by the Holders of Series A Stock as required by Section B(6) of this Article FOURTH.

(j) “ Person ” shall mean an individual, entity, corporation, partnership, association, limited liability Corporation, limited liability partnership, joint-stock Corporation, trust or unincorporated organization.

(k) “ Securities Act ” shall mean the Securities Act of 1933, as amended.

(l) “ Senior Securities ” shall mean securities of the Corporation ranking senior to the Series A Stock with respect to the right to receive distributions of the assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation, the authorization or issuance of which are approved by the Holders of Series A Stock as required by Section B(6) of this Article FOURTH.

(m) “ Series A Stock ” shall have the meaning set forth in Section B(2) of this Article FOURTH.

(n) “ Subsidiary ” shall mean any Person that is, directly, or indirectly through one or more intermediaries, controlled by the Company. As used in this definition, “control” shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.

(o) “ Transfer ” shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.

A-2

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(b) Notwithstanding anything to the contrary in this Section B(3), no dividends accrued but not paid prior to a voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, or an event of the type described in Section B(4)(b) of this Article FOURTH, shall be payable on the Series A Stock.

(b) The consolidation or merger of the Corporation as a result of which the shareholders of the Corporation immediately prior to such transaction (or series of transactions) hold less than 50% of the voting power or issued and outstanding share capital of the surviving entity, or the sale, lease or conveyance of all or substantially all of its assets, shall be deemed a liquidation of the Corporation within the meaning of this Section B(4).

(c) In any such events, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors or, at the option of a majority in interest of the Series A Stock, by a nationally recognized investment banking firm reasonably acceptable to the Corporation. The costs and expenses of a investment bank valuation pursuant to this Section B(4)(c) shall be borne by the Corporation; provided that if such valuation concludes that the value of the consideration in question is within 10% or less of the value of such consideration as determined by the Board of Directors, the costs and expenses of such valuation shall be borne by the holders of Series A Stock requesting the same (such costs and expenses to be allocated among such holders on a pro rata basis in accordance with their ownership of Series A Stock).

A-3

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(d) The Corporation shall give each Holder written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also promptly notify such Holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the’ impending transaction and the provisions of this Section B(4), and the Corporation shall thereafter give such Holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein. The time periods referred to in this subsection (d) may be shortened upon the written consent of the Holders of the Series A Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Series A Stock.

(e) Notwithstanding the provisions of this Section B(4)(a), if, upon a liquidation, dissolution or winding up of the Corporation the amount of assets of the Corporation which would be received by the Holders of Series A Stock had all of such Holders converted into Common Stock pursuant to the terms hereof would be greater than the amount of assets which would be distributed among the Holders of the Series A Stock pursuant to Section B(4)(a), then, such Holders shall receive, pro rata among the Holders, such greater amount.

(b) increase or decrease (other than by conversion pursuant to Section B of this Article FOURTH) the total number of authorized shares of Series A Stock.

A-4

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

(7) Automatic Conversion . All outstanding shares of Series A Stock shall be converted automatically into the number of fully paid and nonassessable shares of Common Stock into which shares of Series A Stock are then convertible pursuant to this Section B of this Article FOURTH, without any action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, upon the closing of the IPO. Each share of the Series A Stock is convertible into the number of shares of Converted Stock obtained by dividing the purchase price of such share of Series A Stock by the Conversion Price (as hereinafter defined). The per share Conversion Price of the Series A Shares (the “ Conversion Price ”) has initially been set at 80% of the per share price of the Common Stock offered in the IPO, and is subject to the terms of Section B(8) below. The Corporation shall give five (5) Business Days’ prior written notice to all Holders of its intention to consummate an IPO. As soon as practicable after the occurrence of an automatic conversion, the Corporation shall issue and deliver or cause to be issued and delivered a certificate or certificates for the number of full shares of Converted Stock issuable upon the conversion of shares of Series A Stock pursuant to this Section B(7), in exchange for the certificates representing shares of Series A Stock (or an affidavit of loss mutilation or destruction, together with an undertaking to provide customary indemnification to the Corporation in respect thereof).

(9) Other Provisions Regarding Conversion . (a) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of any shares of Series A Stock. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Stock the Holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. In lieu of such fractional shares or scrip, the Company shall round all fractional shares up to the nearest whole share at the time of such conversion.

(b) The Corporation shall at all times reserve and keep available and free of preemptive rights out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of Series A Stock, such number of fully paid and nonassessable shares of Common Stock (or other shares or other securities as may be required) as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Stock.

A-5

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

EXHIBIT B

FOTV MEDIA NETWORKS INC.

WARRANT TO PURCHASE COMMON STOCK

Warrant No. Dated: April __, 2016 FOTV Media Networks Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, or Permitted Transferees (as hereinafter defined) (the “Holder”), is entitled to purchase from the Company up to a total of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares issuable under the warrants, the “Warrant Shares”) at an exercise price (the “Exercise Price”) equal to the per share price of the Common Stock offered in the Company’s proposed underwritten initial public offering of Common Stock (the “IPO”), at any time following the closing of the IPO and until and including the third anniversary of the date of closing of the IPO (the “Expiration Date”), and subject to the following terms and conditions .

This Warrant is being issued by the Company to the Holder pursuant to the terms of a Securities Purchase Agreement, dated April __, 2016, between the Company and the Holder.

B-1

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

2. Exercise and Duration of Warrants .

(c) Exercise Disputes . In the case of any dispute with respect to the number of shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via fax, email or by overnight courier within five (5) Business Days of receipt of the Holder’s election to purchase Warrant Shares. If the Holder and the Company are unable to agree as to the determination of the Exercise Price or number of shares within five (5) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit the disputed determination to its independent auditor. The Company shall cause its independent auditor to perform the determinations or calculations and notify the Company and the Holder of the results promptly, in writing and in sufficient detail to give the Holder and the Company a clear understanding of the issue. The Company shall then, on the next Business Day, instruct its transfer agent to issue certificate(s) representing the appropriate number of Warrant Shares of Common Stock in accordance with the independent auditor’s determination and this Section. The prevailing party shall be entitled to reimbursement of all fees and expenses of such determination and calculation.

3. Delivery of Warrant Shares .

B-2

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

primary trading market and/or quotation system, as the case may be, (b) if the Common Stock is not then listed or quoted and traded on any trading market, then a day on which trading occurs on the Nasdaq Stock Market (or any successor thereto), or (c) if trading ceases to occur on the Nasdaq Stock Market (or any successor thereto), any Business Day.

5. Replacement of Warrant . If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable bond or indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.

B-3

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (after giving effect to the adjustments and restrictions of Section 7, if any). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the term s hereof, be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.

7. Certain Adjustments . The Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant is subject to adjustment from time to time as set forth in this Section 7.

(b) Adjustment in Number of Securities . Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 7, the number of securities issuable upon the exercise of each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Warrant Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Warrant Price.

B-4

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

or other disposition by the Company of all or substantially all of its assets in one or a series of related transactions, provided, however, that for avoidance of doubt, the granting of a lien on all or substantially all of the Company’s assets as collateral shall not be deemed a Fundamental Transaction hereunder; (iii) purchase, tender or exchange offer by the Company (or to which the Company is a party) that will be for more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer; (iv) business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) requiring shareholder approval with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination); or (v) reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or com bi nation of shares of Common Stock covered by Section 7(a) above).

(d) Calculations . All calculations under this Section 7 shall be made to the nearest cent or the nearest share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(e) Notice of Adjustments . Upon the occurrence of each adjustment pursuant to this Section 7, the Company will promptly compute such adjustment in accordance with the terms of this Warrant and deliver a notice to the registered Holder of this Warrant setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), the transactions giving rise to such adjustments and the details and facts upon which such adjustment is based.

B-5

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

8. Payment of Exercise Price . The Holder shall pay the Exercise Price in immediately available funds.

9. Fractional Shares . The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay the Holder entitled to such fractional Warrant Share a sum in cash equal to such fraction (calculated to the nearest 1/100 th of a Warrant Share) multiplied by the then effective Exercise Price.

10. Notices . Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or email prior to 5:00 p.m. (Eastern time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email on a day that is not a Trading Day or later than 5:00 p .m. (Eastern time) on any Trading Day, (iii) the Trading Day following the date of mailing if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

11. Warrant Agent . The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days notice to the Holder, the Company may appoint a new warrant agent. Any corporation and/or other entity into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) or emailed to the Holder at the Holder’s last address as shown on the Warrant Register.

12. Miscellaneous .

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such action as may be necessary or appropriate in order to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any Warrant Shares above the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares, free from all taxes, liens, security interests, encumbrances, preemptive or similar rights and charges of stockholders (other than those imposed by the Holders), on the exercise of the Warrant, and (iii) will not close its stockholder books or records in any manner which interferes with the timely exercise of this Warrant.

(c) Warrant Holder Not a Stockholder . The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any rights whatsoever as a stockholder of the Company.

(e) Amendments and Waivers . This Warrant may be amended or waived with the consent of the Company and the Holder.

(g) Headings . The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

[Signature Page Immediately Follows]

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FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)

To: FOTV Media Networks Inc. The undersigned is the Holder of Warrant No. (the “ Warrant ”) issued by FOTV Media Networks Inc., a Delaware corporation (the “ Company ”). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.

(a) The Warrant is currently exercisable to purchase a total of Warrant Shares.

(b) The undersigned Holder hereby exercises its right to purchase Warrant Shares pursuant to the Warrant.

(d) Pursuant to this exercise, the Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant.

(e) The Warrant Shares shall be delivered by physical delivery of a certificate to:

______

______.

(f) Following this exercise, the Warrant shall be exercisable to purchase a total of Warrant Shares.

(g) The Holder represents that, as of the date of exercise:

i. the Warrant Shares being purchased pursuant to this Exercise Notice are being acquired solely for the Holder’s own account and

not as a nominee for any other party, for investment, and not with a view toward distribution or resale; and

ii. the Holder is an “accredited investor” as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the U.S.

Securities and Exchange Commission under the Securities Act.

B-9

Dated: ______Name of Holder: (Print)

Signature: Name: Title: (Signature must conform in all respects to name of holder as specified on the face of the Warrant or authorized representative thereof)

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FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the right represented by the within Warrant to purchase shares of Common Stock of FOTV Media Networks Inc. to which the within Warrant relates and appoints attorney to transfer said right on the books of FOTV Media Networks Inc. with full power of substitution in the premises.

The undersigned transferee agrees to be bound by the covenants of the Warrant Holder during the term of the Warrant.

The undersigned transferee agrees represents and warrants that:

i. the Warrant Shares being purchased pursuant to this Assignment are being acquired solely for the transferee’s own account and not as a

nominee for any other party, for investment, and not with a view toward distribution or resale; and

ii. the undersigned transferee is an “accredited investor” as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the

Securities and Exchange Commission under the Securities Act.

If the undersigned transferee cannot make the representations required in clause (ii) above because it is factually incorrect, it shall be a condition to the transfer of the Warrant that the Company receive such other representations as the Company considers necessary, acting reasonably, to assure the Company that the transfer this Warrant shall not violate any United States or other applicable securities laws.

Dated: ______(Signature must conform in all respects to name of holder as specified on the face of the Warrant or authorized representative thereof)

Address of Transferee

In the presence of: Signature of Transferee

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Exhibit 14.1

FilmOn.TV Networks Inc. (the “Company”)

CODE OF ETHICS AND BUSINESS CONDUCT

Introduction This Code of Ethics and Business Conduct (this “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the directors, officers, and employees of the Company. All Company directors, officers, and employees should conduct themselves accordingly and seek to avoid even the appearance of improper behavior in any way relating to the Company. In appropriate circumstances, this Code should also be provided to and followed by the Company’s agents and representatives, including consultants.

Any director or officer who has any questions about this Code should consult with the Chief Executive Officer, the Chief Financial Officer, or legal counsel as appropriate in the circumstances. If an employee has any questions about this Code, the employee should ask his or her supervisor how to handle the situation.

1. Scope of Code. This Code is intended to deter wrongdoing and to promote the following:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional

relationships;

• full, fair, accurate, timely, and understandable disclosure in reports and documents the Company files with, or submits to, the Securities

and Exchange Commission (the “SEC”) and in other communications made by the Company;

• compliance with applicable governmental laws, rules, and regulations;

• the prompt internal reporting of violations of this Code to the appropriate person or persons identified in this Code;

• accountability for adherence to this Code; and

• adherence to a high standard of business ethics.

2. Compliance with Laws, Rules, and Regulations Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. All directors, officers, and employees should respect and obey all laws, rules, and regulations applicable to the business and operations of the Company. Although directors, officers, and employees are not expected to know all of the details of these laws, rules, and regulations, it is important to know enough to determine when to seek advice from supervisors, managers, officers or other appropriate Company personnel.

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3. Conflicts of Interest A “conflict of interest” exists when an individual’s private interest interferes in any way – or even appears to conflict – with the interests of the Company. A conflict of interest situation can arise when a director, officer, or employee takes actions or has interests that may make it difficult to perform his or her work on behalf of the Company in an objective and effective manner. Conflicts of interest may also arise when a director, officer, or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

Service to the Company should never be subordinated to personal gain or advantage. Conflicts of interest, whenever possible, should be avoided. In particular, clear conflict of interest situations involving directors, officers, and employees who occupy supervisory positions or who have discretionary authority in dealing with any third party may include the following:

• any significant ownership interest in any supplier or customer;

• any consulting or employment relationship with any customer, supplier, or competitor;

• any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her

responsibilities to the Company;

• the receipt of non-nominal gifts or excessive entertainment from any organization with which the Company has current or prospective

business dealings;

• being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any family member; and

• selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable

directors, officers, or employees are permitted to so purchase or sell.

It is almost always a conflict of interest for a Company officer or employee to work simultaneously for a competitor, customer, or supplier. No officer or employee may work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with the Company’s customers, suppliers, and competitors, except on the Company’s behalf.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut and further review and discussions may be appropriate. Any director or officer who becomes aware of a conflict or potential conflict should bring it to the attention of the Chief Executive Officer, the Chief Financial Officer, or legal counsel as appropriate in the circumstances. Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager, or other appropriate personnel.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

4. Insider Trading Directors, officers, and employees who have access to confidential information relating to the Company are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical and against Company policy but is also illegal. Directors, officers, and employees also should comply with insider trading standards and procedures adopted by the Company. If a question arises, the director, officer, or employee should consult with the Company’s Chief Financial Officer.

5. Corporate Opportunities Directors, officers, and employees are prohibited from taking for themselves personally or directing to a third party any opportunity that is discovered through the use of corporate property, information, or position without the consent of the Board of Directors. No director, officer, or employee may use corporate property, information, or position for improper personal gain, and no director, officer, or employee may compete with the Company directly or indirectly. Directors, officers, and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

6. Competition and Fair Dealing The Company seeks to compete in a fair and honest manner. The Company seeks competitive advantages through superior performance rather than through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer, and employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, service providers, competitors, and employees. No director, officer, or employee should take unfair advantage of anyone relating to the Company’s business or operations through manipulation, concealment, or abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

To maintain the Company’s valuable reputation, compliance with the Company’s quality processes and safety requirements is essential. In the context of ethics, quality requires that the Company’s products and services meet reasonable customer expectations. All inspection and testing documents must be handled in accordance with all applicable regulations.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided, or accepted by a director, officer, or employee, family member of a director, officer, or employee, or agent relating to the individual’s position with the Company unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations. A director or officer should discuss with the Chief Executive Officer or Chief Financial Officer, and an employee should discuss with his or her supervisor, any gifts or proposed gifts that the individual is not certain are appropriate.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

7. Discrimination and Harassment The diversity of the Company’s employees is a tremendous asset. The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment or any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

8. Health and Safety The Company strives to provide each employee with a safe and healthful work environment. Each officer and employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries, and unsafe equipment, practices, or conditions.

Violence and threatening behavior are not permitted. Officers and employees should report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

9. Record-Keeping The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.

Many officers and employees regularly use business expense accounts, which must be documented and recorded accurately. If an officer or employee is not sure whether a certain expense is legitimate, the employee should ask his or her supervisor or the Company’s controller. Rules and guidelines are available from the Accounting Department.

All of the Company’s books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions, and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and the Company and its officers and employees in their capacity with the Company should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. The Company’s records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, directors, officers, and employees should consult with the Company’s Chief Financial Officer or legal counsel before taking any action because it is critical that any impropriety or possible appearance of impropriety be avoided.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

10. Confidentiality Directors, officers, and employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, suppliers, joint venture partners, or others with whom the Company is considering a business or other transaction except when disclosure is authorized by an executive officer or required or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Company or its customers and suppliers, if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.

11. Protection and Proper Use of Company Assets All directors, officers, and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should be used for legitimate business purposes and should not be used for non-Company business.

The obligation to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

12. Payments to Government Personnel The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer, or delivery to an official or employee of the U.S. government of a gift, favor, or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

13. Corporate Disclosures All directors, officers, and employees should support the Company’s goal to have full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Although most employees hold positions that are far removed from the Company’s required filings with the SEC, each director, officer, and employee should promptly bring to the attention of the Chief Executive Officer, the Chief Financial Officer, the Company’s Disclosure Committee, or the Audit Committee, as appropriate in the circumstances, any of the following:

• Any material information to which such individual may become aware that affects the disclosures made by the Company in its public filings or would otherwise assist the Chief Executive Officer, the Chief Financial Officer, the Disclosure Committee, and the Audit Committee in fulfilling their responsibilities with respect to such public filings.

• Any information the individual may have concerning (a) significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize, and report financial data or (b) any fraud, whether or not material,

that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls.

• Any information the individual may have concerning any violation of this Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls.

• Any information the individual may have concerning evidence of a material violation of the securities or other laws, rules, or regulations

applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of this Code.

14. Waivers of the Code of Conduct Any waiver of this Code for directors or executive officers may be made only by the Board of Directors or a committee of the Board and will be promptly disclosed to stockholders as required by applicable laws, rules, and regulations, including the rules of the SEC and Nasdaq. Any such waiver also must be disclosed in a Form 8-K to the extent required by securities rules.

15. Publicly Available This Code shall be posted on the Company’s website.

16. Reporting any Illegal or Unethical Behavior Directors and officers are encouraged to talk to the Chief Executive Officer, the Chief Financial Officer, or legal counsel, and employees are encouraged to talk to supervisors, managers, or other appropriate personnel, when in doubt about the best course of action in a particular situation. Directors, officers, and employees should report any observed illegal or unethical behavior and any perceived violations of laws, rules, regulations, or this Code to appropriate personnel. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith. Directors, officers, and employees are expected to cooperate in internal investigations of misconduct.

The Company maintains a Whistleblower Policy, for (1) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (2) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 14.2

FilmOn.TV Networks Inc. (the “Company”)

CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS

The Company has a Code of Business Conduct and Ethics applicable to all directors and employees of the company. The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest, and compliance with law. In addition to the Code of Business Conduct and Ethics, the Chief Executive Officer and senior financial officers are subject to the following additional specific policies:

1. The Chief Executive Officer and all senior financial officers are responsible for full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the Chief Executive Officer and each senior financial officer promptly to bring to the attention of the Disclosure Committee, if applicable, and to the Audit Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Disclosure Committee, if applicable, and the Audit Committee in fulfilling their responsibilities.

2. The Chief Executive Officer and each senior financial officer shall promptly bring to the attention of the Disclosure Committee, if applicable, and the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize, and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls.

3. The Chief Executive Officer and each senior financial officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning any violation of this Code or the Company’s Code of Business Conduct and Ethics,

including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls.

4. The Chief Executive Officer and each senior financial officer shall promptly bring to the attention of the Disclosure Committee, if applicable, and the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or

other laws, rules, or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 21.1

SUBSIDIARIES

FilmOn.TV Networks Inc. (Delaware) FilmOn TV UK Ltd., formerly known as FilmOn.com Plc. (England, United Kingdom) FilmOn.TV Inc. (Delaware) FilmOn Media Holdings Inc. (Delaware) FilmOn Media Licensing Inc. (Delaware) Reliance Majestic Holdings, LLC (Delaware) CinemaNow, LLC (Delaware) OVGuide Inc. (Delaware) Hologram USA FOTV Productions Inc. (Delaware)

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOTV Media Networks Inc. Beverly Hills, California United States of America

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated July 1, 2016, relating to the consolidated financial statements of FOTV Media Networks Inc., which is contained in that Prospectus. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO LLP London, United Kingdom

July 1, 2016

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTING FIRM

FOTV Media Networks Inc. Beverly Hills, California

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our reports dated June 23, 2016 and April 13, 2016, relating to the consolidated financial statements of Reliance Majestic Holdings, LLC and OVGuide Inc., respectively, which are contained in that Prospectus. Our reports contain an explanatory paragraph regarding the Companies’ ability to continue as going concerns.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ Lichter, Yu and Associates, Inc. Encino, California

July 1, 2016

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

EXHIBIT 23.4

CONSENT

Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement on Form S-1 of FOTV Media Networks Inc. (the “Company”) as a person about to become a director of the Company.

Dated: June 30, 2016

/s/ Brian Becker Brian Becker

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

EXHIBIT 23.5

CONSENT

Dated: June 30, 2016

/s/ David Bohnett David Bohnett

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

EXHIBIT 23.6

CONSENT

Dated: June 30, 2016

/s/ Nicholas J. Greenway Nicholas J. Greenway

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

EXHIBIT 23.7

CONSENT

Dated: June 30, 2016

/s/ Feng Lee Feng Lee

http://www.nasdaq.com/markets/ipos/filing.ashx?filingid=10966673[8/5/2016 2:37:35 PM] FOTV Media Networks Inc. (Form: S-1, Received: 07/05/2016 06:03:15)

EXHIBIT 23.8

CONSENT

Dated: June 30, 2016

/s/ Francisco Martin Fernandez Francisco Martin Fernandez

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