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EXHIBIT D TO THE
BAUMAN DECLARATION
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EMPLOYMENT AGREEMENT

This Employment Agreement is entered into on and is effective as of the 15th day of

March, 2013 (the "Effective Date"), by and between Relativity Basketball, LLC, a Delaware

limited liability company (the "Company"), Daniel Fegan, a California resident ("Employee"),

and solely for purposes of guaranteeing all obligations of the Company hereunder, Relativity

Sports, LLC, a Delaware limited liability company ("Relativity Sports").

RECITALS:

WHEREAS, this Employment Agreement is entered into in connection with Relativity

Sports' acquisition of substantially all of the assets of Employee's former business pursuant to an

Asset Purchase and Contribution Agreement of even date herewith (the "Purchase Agreement")

and an Equity Grant and Option Agreement of even date herewith (the "Equity Grant

Agreement");

WHEREAS, the Company desires to employ the Employee to oversee the Business (as

defined in the Purchase Agreement) being acquired from the Employee and to provide basketball

representative services on behalf of the Company, including overseeing day-to-day basketball

operations related to the Business and the recruiting of new clients, and the Employee desires to

be employed by the Company in such capacity;

WHEREAS, as a consequence of the Employee's employment hereunder, the Employee

will have access to sensitive, confidential business information and practices and valuable and

substantial business connections and clients to which he otherwise would not have had, or have,

access;

WHEREAS, it is understood that the protections provided the Company in this

Agreement are necessary to protect the Company's relationship with its clients, as well as the

goodwill of the Company's business;

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WHEREAS, the geographic scope of the basketball player-representation business and

Employee's responsibilities on behalf of the Company are worldwide, with particular focus in

North America, South America, Europe and Asia;

WHEREAS, the Company' s business is highly competitive and the complete pool of

potential clients is limited;

WHEREAS, the Business is a profession entailing highly specialized skills and training

and the provision of unique client services;

WHEREAS, the parties hereto desire to enter into an agreement of employment mutually

beneficial to said parties; and

WHEREAS, Relativity Sports is hereby entering into this Agreement solely to guarantee

all obligations of the Company hereunder.

NOW, THEREFORE, in consideration of the recitals, the mutual covenants and

agreements herein contained and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereby agree as follows :

1. CONSIDERATION.

As a material inducement and in consideration for the Company agreeing to hire the

Employee, the Employee accepts the terms and conditions of this Agreement.

2. TERM OF EMPLOYMENT.

Unless terminated earlier in accordance with the provisions of Section 6 hereof, the

Employee's term of employment with the Company under this Agreement shall start on the

Effective Date and continue until December 31 , 2017, unless the Employee' s term of

employment with the Company is extended by the mutual agreement of the paiiies in writing, in

which case such term will continue until the expiration of such extension (the "Te1m"). As

provided in Section 6(f) of this Agreement, the Employee's employment with the Company

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may, but shall not automatically, terminate in connection with either party's decision not to

extend the Term beyond December 31, 2017. If the Employee continues to be employed beyond

the Term, Employee shall continue such employment on at at-will basis, but shall otherwise be

subject to the terms and conditions of this Agreement, including, without limitation, Section S

hereof. In addition, the terms and conditions of this Agreement that, by their terms, continue to

apply after termination of the Employee's employment with the Company (including, without

limitation, applicable portions of Sections 4, S, 7, 8, 9, 11, 12, 13, 14, 16, 17 and Exhibit A

hereof) will survive the Term and any at-will termination of employment in accordance with

their respective terms.

3. TITLE AND DUTIES.

(a) Position; Duties. The Employee's title will be President of Basketball or such

other title as may be agreed by Employee and the Company. As President of Basketball,

Employee will be primarily responsible for overseeing all aspects of the day-to-day basketball

operations of the Business including (i) performing services as a basketball agent for the

Company Clients (as defined below); (ii) recruiting new basketball clients for the Company; (iii)

developing and being involved in various initiatives established by the Company; (iv)

performing additional services and duties that the Global Chief Executive Officer of Relativity

Sports (the "Relativity GCEO") and the Company's Board of Managers may from time to time

reasonably designate; (v) being responsible for directing the overall success of the Business and

the Company including, without limitation, controlling expenses, maximizing revenues,

collecting outstanding receivables and acting in a fiscally responsible manner; and (vi)

complying with all policies and procedures of the Company, as applicable and as amended from

time to time. Except as otherwise provided in this Agreement, the Employee is expressly

prohibited from providing services to and entering into agreements with a Company Client

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where such services or agreements are not in accordance with the Company's policies and

procedures. The Employee will report to the Relativity GCEO. The Employee will be exclusive

to Company and devote his principal working time and efforts to the business and affairs of the

Company and its affiliates. The Employee acknowledges that, as part of his duties hereunder

and for no additional consideration, he may be required from time to time to render services for,

or on behalf of, the Company's affiliates, including, without limitation, the Company's indirect

parent Relativity Media, LLC, at Company's direction.

(b) Opportunities; Investments; and Duty of Loyalty.

(i) The Employee covenants and agrees that during the Term and during any

period the Employee is at-will, he shall inform the Company of each business opportunity of

which he becomes aware related to, or that could be (or could have been) exploited by, the

Company in connection with the actual or, to the extent lmown to Employee, contemplated

business of the Company or any of its parents, subsidiaries or affiliates, or any possible

expansion of such business, and that he will not, directly or indirectly, exploit any such

opportunity for his own account or for the account of any third party. The Employee fmiher

covenants and agrees that, during the Term and during any period the Employee is at-will, he

will not render any services, directly or indirectly, individually or to any other business entity, or

acquire any interest of any type in any other business entity, that competes with any actual or, to

the extent known to Employee, contemplated business of the Company or any of its parents,

subsidiaries or affiliates, including, without limitation, Relativity Holdings LLC ("RHL") and

subsidiaries thereof. Notwithstanding the foregoing and subject to the prior approval of the

Company, the Employee may hold personal investments in new business ventures of Dwight

Howard ("New Ventures"), including without limitation Pacific Marketing Ltd., for which the

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Company's approval is hereby confirmed; provided that the Company will not unreasonably

withhold its consent to any such business venture if (i) the Employee notifies the Company of

the opportunity at least twenty (20) days prior to Employee investing in such business venture,

(ii) the business venture is not a fee-based marketing or endorsement opportunity, and (iii) the

investment constitutes a passive investment that does not materially interfere with the

Employee ' s duties to the Company or to any Company Client, as determined by the Company.

(ii) The Employee shall during the Term and during any period the Employee

is at-will (A) conduct his affairs in such a manner that he will not compete or conflict with the

legitimate interests of the Company or any of its parents, subsidiaries or affiliates, and (B) not

engage in the business of, or own or control any interest in, or act as a director, officer of

employee of, or consultant to, any individual or entity directly or indirectly engaged anywhere in

the United States, its possessions and/or territories, in any business competitive with the business

then being carried on by the Company, except in respect of any personal investments in (1) the

New Ventures, or (2) not more than 5% of the outstanding capital stock of any person subject to

the periodic and other reporting requirements of Section 13 or Section 15(d) of the Exchange

Act. The Employee further recognizes that, during the Term and during any period the

Employee is at-will, the Employee has the duty to provide the Company with all relevant

information that he receives within the scope of the Employee's employment and relating to the

actual or, to the extent known to Employee, contemplated business of the Company or any of its

parents, subsidiaries or affiliates, or any other matters in which the Company would have a

reasonable interest.

( c) Duty to Report. The Employee shall during the Term and during any period the

Employee is at-will promptly report any and all actual or perceived misconduct, whether by act

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or om1ss10n, committed by any employee, officer, manager, agent or representative of the

Company. Such misconduct shall include, but not be limited to, any act or omission known or

believed to be a violation of applicable law or regulation or any act or omission that would tend

to place the Company in a negative light with the Company Clients, vendors, or other employees

or representatives. The Employee shall rep01t such misconduct to the Company's Board of

Managers.

4. COMPENSATION AND BENEFITS

(a) Base Salary. During the Term, the Company will pay the Employee a base salary

at an annual rate as described on Exhibit A attached hereto and as provided therein (the "Base

Salary"). All payments of Base Salary will be made in installments according to the Company's

regular payroll practice, and prorated for any partial period.

(b) Variable Compensation. In addition to the Base Salary, the Company will pay

the Employee the variable compensation as described on Exhibit A attached hereto and as

provided therein (the "Variable Compensation"). Any Variable Compensation payable pursuant

to this Agreement following the end of the Employment Term is sometimes referred to as the

"Continuing Compensation."

(c) Bonus. In addition to the Base Salary, the Employee may be entitled to an annual

bonus as described on Exhibit A attached hereto as additional consideration for the covenants

and agreements of Employee herein (the "Bonus").

(d) Budget. Provided that Employee is not in breach of his obligations under this

Agreement or the Purchase Agreement, the Company will cause the Business to be funded with

an annual operating budget reasonably consistent with the Company's other divisions, which

operating budget shall be subject to adjustment by the Company in its sole discretion as the

operating needs of the Company and the Business may dictate.

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(e) Office Space and Support. The Company shall make available to Employee an

office space initially located at 9242 Beverly Blvd., Suite 300 Beverly Hills, California 90210

(or such other facilities as the Company may specify from time to time in its discretion) and the

Company will also make available to Employee back office and other support consistent with the

support made available from time to time to the Company's other existing divisions.

(f) Observer Status on Company Board of Managers. During the Term and

provided that Employee is not in breach of his obligations under this Agreement or the Purchase

Agreement, the Company will provide Employee with "observer status" on the Company's Board

of Managers.

(g) Employment Benefit Plans. The Employee will be entitled to participate, if

eligible, in any and all pension, profit sharing and other retirement plans, incentive compensation

plans, group health, hospitalization and disability or other insurance plans, paid vacation, sick

leave and other employee welfare benefit plans in which other similarly situated employees of

the Company may, from time to time, patiicipate (the "Employment Benefit Plans"). The terms

and conditions of such plans control, and may be subject to change or elimination at any time,

consistent with applicable law. The Employee acknowledges and agrees that the Company has

the right to purchase and may obtain "key man" life insurance with the Employee as the insured

and the Company as the beneficiary, and the Employee shall provide reasonable and appropriate

cooperation to the Company and/or the insurance company, as applicable, in order to obtain such

msurance.

(h) Deductions. The Company shall, in accordance with applicable law, deduct or

withhold, or cause to be deducted or withheld, from the Base Salary, Bonus and all other

amounts payable and compensation and benefits provided by the Company to Employee under

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the prov1s1ons of this Agreement, including, without limitation, any amount payable to the

Employee under an incentive plan, all taxes, withholdings and other charges and deductions

which now or hereafter are required by law to be taxes, withholdings or charges on the

compensation of the Employee. The Employee acknowledges that the Company's determination

regarding its charge, withholding or tax reporting obligations shall not constitute a breach of this

Agreement and hereby authorizes the Company to make such deductions and withholdings.

(i) Expenses. The Company will pay or reimburse the Employee for all normal and

reasonable travel and entertainment expenses reasonably incurred by the Employee in connection

with the Employee's responsibilities to the Company upon submission of proper documentation

of such expenses in accordance with the Company's expense reimbursement policy and in

accordance with the Company's employee handbook and payment procedures, as such policies

and handbook may be amended from time to time and as applicable to similarly situated

employees. The Company will provide the Employee with access to a credit card, subject to the

approval of the credit card company and based on the Employee's credit history, which may only

be used for business purposes. The Company may, in its sole discretion, limit or eliminate the

Employee's access to such credit card. Payment of all credit card bills and any interest, late fees

or other charges is the sole responsibility of the Employee.

5. CONFIDENTIALITY COVENANTS.

(a) Confidentiality, Invention Assignment and Non-Solicitation Agreement.

Concurrently herewith, Employee is executing and delivering to Relativity Media, LLC the

Relativity Media, LLC Confidentiality, Invention Assignment and Non-Solicitation Agreement

(the "NDA").

(b) Non-Disclosure of Confidential Information. As used in this Section 5, the

term "Company" shall collectively refer to the Company and any affiliate thereof. Employee

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shall keep in strictest confidence all confidential information (financial or otherwise and in

whatever form or medium) relating to the Company or its business or affairs, including, without

limitation, (i) the identity or any other information respecting any individual or entity employed

by, performing services for, or doing business or in negotiations with the Company; (ii)

information concerning the capabilities of the Company's employees and consultants, their

salaries and benefits, and the other terms of their employment or engagement; and (iii) any

information contained in any contract, agreement or document in the possession of the Company

or to which the Company is a party or by which it is bound (collectively, the "Trade Secrets"),

which Employee has previously obtained or may hereafter acquire in the course of Employee's

employment with the Company and which is not (or has not become) otherwise generally known

to the public other than due to Employee's breach of this Agreement or the NDA or which

becomes available to Employee on a non-confidential basis from a third party source that is

entitled to disclose such information (other than a Company Client). Employee acknowledges

that such Trade Secrets are of great value, and have been developed by, and/or acquired at great

expense to, the Company, and that the Company would not enter into this Agreement and such

information would not be made available to the Employee in Employee' s fiduciary capacity

unless the Company were assured that all such information will be used by Employee for the

exclusive benefit of the Company. Accordingly, during the Term, and at all times thereafter,

Employee shall not publish, communicate, divulge, disclose or use, whether or not for

Employee's own benefit, any Trade Secrets except as necessary to discharge the duties assigned

to Employee by the Company or with the prior written consent in each instance of the Relativity

GCEO or the Company's Board of Managers. Under no circumstances shall Employee retain

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any Company property, including any tangible embodiments of Confidential Info1mation, after

Employee's termination of employment.

(c) Contract Counterparty Information. Employee shall not, at any time during

the Te1m or thereafter, utilize any information concerning any prior, existing or prospective

contract counter party or other relationship of the Company (including, but not limited to, any

bank, hedge fund, investor, talent or studio) which Employee acquires during the Term, whether

or not the same originated through Employee' s efforts, for any purpose detrimental or

competitive to the business of the Company.

(d) Non-Solicitation using Trade Secrets. The Employee acknowledges he shall

not, during the Term or thereafter, use any Trade Secrets, directly or indirectly (including

through any affiliates): to (i) solicit or encourage any employee of the Company or any of its

affiliates to leave the employment of the Company or any of its affiliates; (ii) solicit or recruit

any individual who was employed by, or worked as a consultant for, the Company or any of its

affiliates as of the date of Employee's termination of employment with the Company or who left

the employment of the Company or any of its affiliates coincident with, or within one (1) year

prior to or after, the termination of Employee's employment with the Company; or (iii) solicit or

encourage to cease to work with the Company or any of its affiliates any consultant then under

contract with the Company or any of its affiliates.

(e) Ongoing Obligation and Partial Early Termination. The provisions in this

Section 5 shall be binding during Employee' s employment with the Company and thereafter as

provided above, regardless of the circumstances or reasons for termination of Employee's

employment with the Company. In the event that any provision contained in this Section 5 is

more restrictive than permitted by the laws of the jurisdiction in which enforcement of said

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provision is sought, such provision shall be interpreted to extend only over the maximum period

of time, range of activities or geographic area as to which it may be enforceable.

(f) No Limitation. This Agreement shall not be deemed to limit in any way any

obligations of Employee, or any rights or remedies of the Company or any third party, under any

nondisclosure, confidentiality or similar agreement to which the Employee is a party or by which

the Employee is bound.

(g) Fee Tail Provision.

(i) Definitions. As used in this Agreement, the following terms have the

following meanings:

(A) "Employment Period" means the period during which the

Employee is actually employed by the Company or it affiliates.

(B) "Contract Period" means the period from the Effective Date to the

Outside Date.

(C) "Stub Period" means that portion, if any, of the Contract Period

that extends beyond the Employment Period in the event that the Employee's employment with

the Company is terminated prior to the expiration of the Contract Period, but only if the

Employee ' s employment with the Company is terminated by the Company for Cause or by

Employee without Good Reason (for the avoidance of doubt, no Stub Period will result if the

Employee's employment with the Company is terminated as a result of any other reasons,

including without limitation, on the Employee's death or disability).

(D) "Outside Date" means the scheduled end of the Term ( or any

renewal term), as the case may be, notwithstanding any earlier termination.

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(E) "Fees" means financial remuneration and any other item of value

earned, owed to or given in exchange for services rendered to Company Clients.

(F) "Company Clients" means any clients for whom Employee

performed representation or marketing services while the Employee is employed by the

Company or its parents, subsidiaries or affiliates; provided that Employee and Happy Walters

shall be named co-agents for all Company Clients.

(G) "Contract Period Contracts" means any and all basketball

representation and marketing agreements or contracts with Company Clients, entered into during

the Employment Period or the Stub Period by Company Clients, including, without limitation,

Employment Period Contracts and Stub Period Contracts, as defined immediately below.

(1) "Employment Period Contracts" means all basketball

player representation and marketing agreements or contracts entered into by

Company Clients during the Employment Period.

(2) "Stub Period Contracts" means all basketball player

representation and marketing agreements or contracts entered into during the Stub

Period by Company Clients.

(ii) In General. The Employee recognizes, acknowledges and agrees that (i)

the contacts and business opportunities the Employee has developed with Company Clients and

potential clients as a result of his employment by the Company and its predecessor entities are

extremely valuable, (ii) the Company has contracted for the exclusive services of the Employee

during the Contract Period; and (iii) certain Fees that may be payable to the Employee after

termination of the Employee's employment with the Company are the property of the Company.

As a result of the foregoing, following the termination of the Employee's employment with the

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Company, howsoever terminated, the Employee shall remit to the Company a portion of certain

Fees that the Employee, or any entity or person with which he is or becomes affiliated (an

"Affiliate"), may earn, receive or become entitled to receive after the Employment Period as

specified below.

(iii) Remittance of Fees Related to Contract Period Contracts. After the

Employment Period, the Employee agrees to hold in trust for the benefit of the Company and

remit to the Company a portion of all Fees the Employee or any Affiliate may earn, receive or

become entitled to receive directly or indirectly in respect of Contract Period Contracts as

follows:

(A) Eighty percent (80%) (subject to adjustment for applicable fee

splits with third parties or variable compensation splits with other Company employees or

representatives agreed upon prior to the expiration of the Employment Period) of all Fees the

Employee or an Affiliate earns, receives or becomes entitled to receive directly or indirectly in

respect of all Employment Period Contracts for the life of each such Employment Period

Contract, regardless of when each such Employment Period Contract expires; provided,

however, that in the event this Agreement is terminated by the Company for Cause or by

Employee without Good Reason Employee shall pay to the Company one hundred percent

(100%) of such Fees;

(B) One hundred percent (100%) of all Fees the Employee or an

Affiliate earns, receives or becomes entitled to receive directly or indirectly in respect of any

Stub Period Contracts for the life of each such Stub Period Contract, regardless of when each

such Stub Period Contract expires.

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(iv) Non-Clients. Nothing contained herein shall imply that the Employee will

be entitled to receive all or any p01tion of any Fees earned or received in connection with

Company Clients who were not recruited by the Employee to the Company or represented by the

Employee on behalf of the Company.

(v) Good faith; Anti-Assignment Provision. The Employee shall not enter

into any contract or other a1Tangement with a Company Client or any other individual or entity,

including, but not limited to, professional sports franchises, sponsors or marketing agents, that

has the purpose or effect of diminishing or avoiding payment of the amounts owed to the

Company under this Section. The Employee covenants and agrees with the Company that he

will not assign or otherwise convey to any person any Fees or the right to collect any Fees such

that the Company' s rights to share in any such Fees as set forth in this Section S(g) could in any

way be diminished or avoided. Any assignment, or attempted assignment, in violation of the

foregoing covenants shall be void ab initio.

(vi) Vesting of the Company's Right; Remittance of Fee. The Company's

right to its percentage of Fees as set forth above shall be fully vested upon the Employee's or

Affiliate's entitlement to such Fees, provided that the Employee shall not be obligated to remit

any sums to the Company until the Employee or Affiliate has received payment. The Employee

shall make payments owed to the Company, for such collected moneys, pursuant to this Section

on a monthly basis. If the Employee fails to make any such payment as and when due, the

Employee shall (i) pay all of the Company' s reasonable collection costs, including, without

limitation, reasonable attorneys' fees, and (ii) pay interest on the past due amount at a rate equal

to the lower of 1.5% per month or the highest rate permitted by applicable law. Such remedies

shall be cumulative and not exclusive. Employee shall use his commercially reasonable efforts

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to collect such Fees in a timely fashion; provided that (A) any collection costs incurred in

connection with any legal proceeding to collect such Fees shall be borne by the Company,

subject to the Company's prior written approval, and (B) Employee shall not be required to incur

any material costs or expenses in connection with his performance under this paragraph (unless

approved for reimbursement by the Company).

(vii) Right to Audit. For a period of three years after the later of the

Employment Period or Outside Date, the Company has the right to audit the Employee's

financial and business records relating to any and all Fees at any one or several times, at the

Company's expense (except as provided below), to ensure compliance with this Section. If such

audit reveals that the Employee has paid less than 95% of the sums due the Company for any

calendar year, then the Employee shall bear the full expense of the audit. Such remedy is

cumulative and not exclusive.

(viii) Trust fund. The Company's share of Fees as specified herein that the

Employee or his Affiliates may receive are the property of the Company and shall be held in

trust by the Employee for the benefit of the Company.

(h) Reasonableness of Restrictions . The Company and the Employee agree that the

restrictions contained in this Section S are reasonable in scope and duration and are necessary to

protect the Company's business interests and Confidential Information. If any provision of this

Section S as applied to any party or to any circumstance is judged by a court or arbitrator to be

invalid or unenforceable, the same will in no way affect any other circumstance or the validity or

enforceability of this Agreement. If any such provision, or any part thereof, is held to be

unenforceable because of the scope, duration, or geographic area covered thereby, the parties

agree that the court or arbitrator making such determination shall have the power to reduce the

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scope, duration and/or geographic area of such provision, and to delete specific words or phrases

to the extent necessary to make such provision enforceable, and in its reduced form, such

provision shall then be enforceable and shall be enforced. The parties agree and acknowledge

that the breach of the restrictions contained in this Section 5 will cause irreparable damage to the

Company, and upon breach of any provision of this Section 5, the Company shall be entitled to

injunctive relief, specific performance, or other equitable relief without the necessity of posting

bond; provided, however, that this shall in no way limit any other remedies which the Company

may have (including, without limitation, the right to seek monetary damages).

(i) Property of Company. The Employee acknowledges and agrees that any and all

equipment and materials provided to the Employee for use in the performance of his duties under

this Agreement, including, but not limited to, computers, computer peripheral devices, cellular

telephones, pagers, handheld digital devices, and office supplies, and all information or data

included in or derived therefrom, are and shall remain the sole and exclusive property of the

Company during and after the Term. The Employee further agrees to return all such equipment

and materials, and any and all copies thereof, to the Company immediately upon termination of

employment for any reason.

6. TERMINATION.

The Employee's employment with the Company shall or may be terminated under the

following circumstances:

(a) Death. The Employee's employment with the Company shall terminate upon his

death.

(b) Disability. Unless otherwise prohibited by applicable law, the Company may

terminate the Employee' s employment with the Company by written notice to Employee if as a

result of the Employee's incapacity due to physical or mental illness, the Employee is unable to

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perform his essential job duties under this Agreement on a full-time basis, notwithstanding any

reasonable accommodation, for a period of sixty (60) consecutive calendar days or for ninety

(90) calendar days in any one hundred and eighty (180) day period.

(c) Termination By The Company. The Company may terminate the Employee' s

employment with the Company by written notice to Employee for any reason at any time.

(d) Termination By The Company With Cause. The Company may terminate the

Employee's employment by written notice to Employee upon the occurrence of any of the

following ("Cause"): (i) a material breach of this Agreement by the Employee; provided that to

the extent such breach may be cured; the Company will give written notice of such breach to the

Employee stating with reasonable specificity the nature of such material breach and affording

Employee at least thirty (30) days to cure the material breach; (ii) Employee's willful misconduct

or gross negligence in the performance of Employee's duties hereunder or the continuing and

repeated willful failure or refusal to perform Employee's duties hereunder; (iii) Employee's

conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction

for any felony or crime of moral turpitude; (iv) Employee's perpetration of any act of fraud or

material dishonesty against or affecting the Company or any affiliates, or any customer, client,

agent, or employee thereof; or (v) Employee's failure to comply with the Company's Employee

Handbook dated July 12 2011, as it relates to the following policies described therein: Policy

Prohibiting Discrimination and Harassment, Workplace Violence and Drugs in the Workplace, in

all material respects, as the same may be modified for similarly situated employees; provided

that to the extent such failure may be cured, the Company will give written notice of such breach

to the Employee stating with reasonable specificity the nature of such material breach and

affording Employee at least thirty (30) days to cure the material breach.

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(e) Termination By The Employee With Good Reason. The Employee may

terminate his employment with the Company by written notice to Employee with Good Reason.

"Good Reason" is defined as: (i) the failure or refusal by the Company or Relativity Sports to

pay Employee any amounts due Employee under this Agreement, the Purchase Agreement or the

Equity Grant Agreement within ninety (90) days of notice from Employee that such payment is

overdue; or (ii) an uncured material breach of this Agreement by the Company after written

notice to the Company of such breach and a reasonable opportunity to cure such breach within

thi1iy (30) days of the Company's receipt of such notice.

(f) Termination at End of Term. As provided in Section 2 of this Agreement,

unless earlier terminated pursuant to this Section 6, the Employee's employment with the

Company will terminate at the end of the Term or the Employee 's employment with the

Company will continue beyond the Term on an at-will basis. Each of the parties agrees to

address the possible extension of the Term or continuation of employment on an at-will basis at

least 90 days prior to December 31 , 2017.

7. COMPENSATION UPON TERMINATION.

(a) Death. If the Employee's employment with the Company terminates by reason of

death, the Company will make the following payments to such person as the Employee shall

designate in a notice filed with the Company or, if no such person is designated, to the

Employee' s estate in the manner specified: (i) within 90 days of the Termination Date, pay in a

lump sum amount (A) any unpaid Base Salary that has been earned by the Employee as of the

Termination Date, (B) any unpaid Variable Compensation that has been earned and become

payable to Employee as of the Termination Date, (C) any unpaid Bonus awarded to the

Employee prior to the Termination Date, and (D) any reimbursement for expenses to which the

Employee is entitled pursuant to Section 4(i); (ii) any Continuing Compensation payable by the

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Company following the Termination Date, as and when payable as described on Exhibit A

attached hereto; and (iii) any amounts to which the Employee's spouse, beneficiaries, or estate

may be entitled from the Company under any applicable Employment Benefit Plans according to

the terms and conditions of such Employment Benefit Plans.

(b) Disability. If the Employee's employment with the Company terminates by

reason of disability, the Company will make the following payments to Employee in the manner

specified: (i) within 90 days of the Termination Date, pay in a lump sum amount (A) any unpaid

Base Salary that has been earned by the Employee as of the Termination Date, (B) any unpaid

Variable Compensation that has been earned and become payable to Employee as of the

Termination Date, (C) any unpaid Bonus awarded to the Employee prior to the Termination

Date, and (D) any reimbursement for expenses to which the Employee is entitled pursuant to

Section 4(i); (ii) any Continuing Compensation payable by the Company following the

Termination Date, as and when payable as described on Exhibit A attached hereto; and (iii) any

amounts payable by the Company under any applicable Employment Benefit Plans according to

the terms and conditions of such Employment Benefit Plans.

(c) Termination By Tbe Company For Cause. If the Employee's employment with

the Company is terminated by the Company for Cause or if the Employee terminates

employment with the Company prior to the end of the Term and without Good Reason, the

Company will make the following payments to Employee in the manner specified: (i) within 90

days of the Termination Date, pay in a lump sum amount (A) any unpaid Base Salary that has

been earned by the Employee as of the Termination Date, and (B) any reimbursement for

expenses to which the Employee is entitled pursuant to Section 4(i); and (ii) any amounts

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payable by the Company under any applicable Employment Benefit Plans according to the terms

and conditions of such Employment Benefit Plans.

(d) Termination By The Company Without Cause or Termination By The

Employee With Good Reason. If the Employee's employment with the Company is terminated

by the Company without Cause or if the Employee terminates employment with the Company

prior to the end of the Term with Good Reason, the Company will make the following payments

to Employee in the manner specified: (i) within 90 days of the Termination Date, pay in a lump

sum amount (A) any unpaid Base Salary that has been earned by the Employee as of the

Termination Date, (B) any unpaid Variable Compensation that has been earned and become

payable to Employee as of the Termination Date, (C) any unpaid Bonus awarded to the

Employee prior to the Termination Date, and (D) any reimbursement for expenses to which the

Employee is entitled pursuant to Section 4(i); (ii) any Continuing Compensation payable by the

Company following the Termination Date, as and when payable as described on Exhibit A

attached hereto; (iii) any amounts payable by the Company under any applicable Employment

Benefit Plans according to the terms and conditions of such Employment Benefit Plans; and (iv)

if the Employee signs a separation agreement in a form and manner satisfactory to the Company,

the Company will continue to pay, after such termination, the annual Base Salary provided for in

Section 4(a) hereof through the end of the Initial Term, if the Employee's employment is

terminated during the Initial Term, or through the end of the Renewal Term, if the Employee's

employment is terminated during the Renewal Term (the "Severance Period") according to the

Company's regular payroll practice. Employee shall be obligated to mitigate the payments due

under clause (iv) of this Section 7(d) by seeking to undertake another remunerative activity

during the Severance Period, and any salary, bonus, commission, fee or other cash or

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remunerative payments earned in connection with such remunerative activity through the

Severance Period shall reduce, dollar for dollar, the Company's obligations under clause (iv) of

this Section 7(d). Notwithstanding the foregoing, the Employee shall not be obligated to

mitigate the payments due under clause (iv) of this Section 7(d) by seeking to undertake another

remunerative activity during the Severance Period during any period that the obligations of

Employee under Section 8.1 of the Purchase Agreement are in effect.

(e) Termination at or Following Expiration of Term. If the Employee's

employment with the Company terminates at the expiration of the Term or thereafter for any

reason other than for Cause, the Company will make the following payments to Employee in the

manner specified: (i) within 90 days of the Termination Date, pay in a lump sum amount (A) any

unpaid Base Salary that has been earned by the Employee as of the Termination Date, (B) any

unpaid Variable Compensation that has been earned and become payable to Employee as of the

Termination Date, (C) any unpaid Bonus awarded to the Employee prior to the Termination

Date, and (D) any reimbursement for expenses to which the Employee is entitled pursuant to

Section 4(i); (ii) any Continuing Compensation payable by the Company following the

Termination Date, as and when payable as described on Exhibit A attached hereto; and (iii) any

amounts payable by the Company under any applicable Employment Benefit Plans according to

the terms and conditions of such Employment Benefit Plans.

(f) Effect Of Compliance With Compensation Upon Termination Provisions.

Upon complying with Sections 7(a) through 7(e) above, as applicable, the Company will have

no further obligations to the Employee except as otherwise expressly provided under this

Agreement, the Purchase Agreement or the Equity Grant and Option Agreement of even date

herewith, provided that such compliance will not adversely affect or alter the Employee' s rights

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under any Employment Benefit Plans of the Company in which the Employee has a vested

interest, unless otherwise provided in such Employment Benefit Plans or any agreement or other

instrument attendant thereto.

(g) Offset Rights. Company shall have the right to offset against any payments or

other benefits due to Employee under this Agreement (other than deferred compensation as

defined under Section 409A) the amount of any claims it may have against Employee by reason

of any material breach or alleged material breach of this Agreement by Employee.

8. ASSIGNMENT OF CONTRACTS.

The Employee, on behalf of himself and any and all of his Affiliates, hereby assigns,

transfers and conveys to and for the benefit of the Company all rights under and interests in and

to any and all revenues, fees or other items of value received or owing from any and all

representation agreements with basketball players, marketing services agreements, marketing

contracts or other agreements, arrangements or contracts that the Employee or any of his

Affiliates has negotiated or entered into, or will negotiate or enter into on behalf of Company

Clients during the Employment Period (collectively, the "Assigned Contracts"). Such

assignment, transfer and conveyance shall be executed to the fullest extent permitted by the laws

of the applicable jurisdiction and the rules of any applicable self- regulatory body without rights

of setoff or counterclaim by the Employee or his Affiliates. Furthermore, any and all revenues

the Employee or his Affiliates receive which arise from or relate to the Assigned Contracts are

the property of the Company and shall be held in trust by the Employee for the benefit of the

Company, and upon receipt of such revenues, the Employee shall promptly remit them to the

Company. After the Employment Period, the parties' rights to revenues shall be governed by

Section 5(g), Section 6 and Exhibit A, except as otherwise expressly stated herein.

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9. PARTIES BENEFITED; ASSIGNMENTS.

This Agreement shall be binding upon and shall inure to the benefit of the Employee, his

heirs, estate, beneficiaries and his personal representative or representatives, and the Company

and its respective successors and assigns. Neither this Agreement nor any rights or obligations

hereunder may be assigned or delegated by the Employee. This Agreement shall inure to the

benefit of the Company and its respective successors and assigns and the Company and

Relativity Sports shall have the right to assign this Agreement to (a) any person controlling,

controlled by or under common control with the Company or Relativity Sports, respectively

(each, a "Company Affiliate"), or (b) to any person which is a pmty to a merger, reorganization

or consolidation with the Company or to any person purchasing all or substantially all of the

assets or business of the Company. Upon any such assignment described in clause (b) of the

preceding sentence, the Company and/or Relativity Sports shall be relieved of their obligations

hereunder if the person to whom this Agreement is assigned assumes all obligations of the

Company hereunder. The terms "control" of, "controlled" by or "controlling" a person as used

herein means the power (whether or not exercised) to direct the policies, operations or activities

of such person by or through the ownership of, or right to vote, or to direct the manner of voting

of, securities of such person, or pursuant to law or agreement, or otherwise. Employee shall, if

requested by Company, perform Employee's services and duties, as specified in the Agreement,

to or for the benefit of any Company Affiliate, or any such assignee or successor pursuant to the

foregoing sentence. Upon such assignment, acquisition, merger, consolidation or reorganization,

the term "Company" as used herein shall be deemed to refer to such assignee or successor.

Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the

parties hereto and their respective successors and assigns.

10. NOTICES.

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Any notice provided for in this Agreement will be in writing and will be deemed to have

been given when delivered or mailed by United States registered or certified mail, return receipt

requested, postage prepaid. If to the Company, the notice will be sent to Relativity Basketball,

LLC, 9242 Beverly Blvd, Suite 300 Beverly Hills, California 90210, Attention: Global Chief

Executive Officer, with a copy to Relativity Media, LLC 9242 Beverly Blvd, Suite 300 Beverly

Hills, California 90210, Attention: Corporate Legal Department. If to the Employee, the notice

will be sent to Daniel Fegan, c/o Judy Hamilton, Hamilton Tharp LLP, 323 North Pacific Coast

Highway 101 , Solana Beach, CA. Such notices may alternatively be sent to such other address

as any party may have furnished to the other in writing in accordance with this Agreement,

except that notices of change of address shall be effective only upon receipt.

11. LITIGATION AND REGULATORY COOPERATION.

During and after the Employee's employment, the Employee shall reasonably cooperate

with the Company in the defense or prosecution of any claims or actions now in existence or

which may be brought in the future against or on behalf of the Company which relate to events

or occurrences that transpired while the Employee was employed by the Company. The

Employee's cooperation in connection with such claims or actions shall include, but not be

limited to, being available to meet with counsel to prepare for discovery or trial and to act as a

witness on behalf of the Company at mutually convenient times. During and after the

Employee's employment, the Employee also shall cooperate fully with the Company in

connection with any investigation or review of any federal, state or local regulatory authority as

any such investigation or review relates to events or occunences that transpired while the

Employee was employed by the Company. The Company will reimburse the Employee for all

reasonable out of pocket costs and expenses incurred in connection with his performance under

this paragraph, including, but not limited to, reasonable attorneys' fees and costs.

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12. ADDITIONAL TRADE SECRET PROTECTIONS.

In order to protect the Company's Trade Secrets from improper use and disclosure, the

Employee agrees to certain notification procedures. The Employee shall notify the Employee's

future employers of the terms of this Agreement and the Employee's responsibilities contained

therein for a period of two years after the Employee's employment with the Company is

terminated for any reason, as specified below. The Employee agrees that, prior to the

commencement of any new employment, the Employee shall: (i) provide the Company with the

name and address of the Employee's new employer; (ii) provide the Company with a general and

public job description of the Employee's duties for the new employer; and (iii) furnish the

Employee's new employer with a copy of Section 5 of this Agreement. The Employee

authorizes the Company to notify the Employee's future employers of such continuing

obligations under this Agreement at any time.

13. GOVERNING LAW AND EXCLUSIVE FORUM FOR DISPUTES.

This Agreement shall be governed by and construed in accordance with the internal laws

of the State of California without giving effect to any choice of law or conflict provisions or rule

(whether of the State of California or any other jurisdiction) that would cause the application of

the laws of any jurisdiction other than the State of California. Except as provided in Section 14

of this Agreement, any and all lawsuits, legal actions or proceedings arising from or relating to

this Agreement by the parties shall be commenced and maintained exclusively in California state

court in Los Angeles County, California. Each of the parties hereby expressly consents to the

personal jurisdiction in the State of California for any lawsuit arising from or relating to this

Agreement. In connection with the enforcement of this Agreement, and subject to the mandatory

arbitration provisions of the next section of this Agreement, each of the parties submits to the

jurisdiction of such court and waives any right to challenge or otherwise object to personal

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jurisdiction or venue in California state court, including any forum non conveniens challenge or

any other similar challenge. Each of the parties acknowledges and represents that he has

significant minimum contacts in California to avail himself or itself of personal jurisdiction in

the State of California. Each of the parties stipulates and shall stipulate in any proceeding that

this Agreement is to be considered for all purposes to have been executed and delivered within

the geographic boundaries of the State of California. The parties waive the necessity of personal

service of any and all process upon it and consents that all such service of process may be made

by registered or certified mail (return receipt requested), in each case directed to such party at its

address indicated in the Company's payroll records, and service so made will be deemed to be

completed on the date of delivery. Each of the undersigned consents to service of process as

aforesaid. Nothing in this Agreement will prohibit personal service in lieu of the service by mail

contemplated herein. In the event that either party asse11s any claim or defense against the other

party in any lawsuit, arbitration, or other legal proceeding and such claim or defense is

adjudicated, after exhaustion of all appeals and other available avenues for review, to be barred

by this Agreement, then the party who asserted the barred claim or defense shall be liable to and

promptly reimburse the other party for attorneys' fees and expenses actually incurred in

connection with the barred claim or defense. In addition, in the event that either party at any

time is required to commence any action or proceeding in order to enforce any of its rights under

this Agreement, such party shall be entitled to full reimbursement from the other party of all

attorneys' fees and expenses actually incurred in connection with such successful enforcement.

14. ARBITRATION.

Executive and the Company hereby agree that, except as otherwise provided by this

Agreement, any controversy or claim arising out of or in any way related to Executive's

employment and/or termination of such employment and/or the coverage of this arbitration

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provision shall be determined by arbitration in Los Angeles, California, before a single arbitrator.

The arbitration shall be administered by Judicial Arbitration and Mediation Services ("JAMS")

in accordance with its Employment Arbitration Rules & Procedures then in effect and subject to

JAMS ' Policy on Employment Arbitration Minimum Standards of Procedural Fairness, and

JAMS ' appellate procedures. The arbitrator shall have experience in the talent and sports

representation business. Each of the parties shall bear his or its costs and expenses in connection

with such arbitration or proceeding, provided that if the arbitrator determines that there is a

prevailing party he or it shall be entitled to recover all of his or its costs and expenses of

arbitration, including but not limited to reasonable attorneys' fees. All remedies of the parties

shall be cumulative.

15. REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE.

Employee represents and warrants that all existing employment and consulting

arrangements or agreements (including, without limitation, any agreement with Lagardere Ltd. or

any of predecessors or its affiliates) have been terminated prior to the date hereof. Employee

represents and warrants to the Company that, except for the covenant contained Section 4.K. of

that certain Settlement Agreement dated January 14, 2013 by and between Employee, Dynasty

Sports Group, LLC, a California limited liability company, and Dynasty Sports Group, LLC, a

Florida limited liability company, (the "Settlement Agreement") not to solicit the individuals

listed on Schedule 4.K.(ii) thereto for a period of one year ending January 22, 2014, Employee is

under no contractual or other restriction which is inconsistent with the execution of this

agreement and the performance of his duties hereunder and that neither the execution, delivery or

performance of this Agreement in accordance with its te1ms by Employee will, after the giving

of notice, lapse of time, or both or otherwise, conflict with, result in a breach of, or constitute a

default under any consulting, employment, non-compete or other agreement to which Employee

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is a party (including, without limitation, any agreement with Lagardere Ltd.) The Employee also

represents and warrants to the Company that he is under no physical or mental disability that

would hinder the performance of his duties under this Agreement.

16. SEVERABILITY.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any

jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or

provision of this Agreement or invalidate or render unenforceable such term or provision in any

other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or

unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect

the original intent of the parties as closely as possible in a mutually acceptable manner in order

that the transactions contemplated hereby be consummated as originally contemplated to the

greatest extent possible.

17. SECTION 409A.

All payments of "nonqualified deferred compensation" (within the meaning of Section

409A of the Internal Revenue Code of 1986, as amended ("Code")) are intended to comply with

the requirements of Code Section 409A, and shall be interpreted in accordance therewith.

Neither party individually or in combination may accelerate any such deferred payment, except

in compliance with Code Section 409A. All payments owing under this Agreement shall be

strictly paid in accordance with the terms hereof, except that no amount shall be paid prior to the

earliest date on which it is permitted to be paid under Code Section 409A. In the event that the

Employee is determined to be a "key employee" (as defined in Code Section 416(i) (without

regard to paragraph (5) thereof)) of Company at a time when its stock is deemed to be publicly

traded on an established securities market, payments determined to be "nonqualified deferred

compensation" payable following termination of employment shall be made no earlier than the

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earlier of (i) the first day after the last day of the sixth (6th) complete calendar month following

such termination of employment, or (ii) the Employee's death, consistent with the provisions of

Code Section 409A. Unless otherwise expressly provided, any payment of compensation by

Company to the Employee, whether pursuant to this Agreement or otherwise, shall be made

within two and one-half months (2~ months) after the end of the calendar year in which the

Employees' right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for

purposes of Code Section 409A). Notwithstanding anything herein to the contrary, no

amendment may be made to this Agreement if it would cause the Agreement or any payment

hereunder not to be in compliance with Code Section 409A.

18. MISCELLANEOUS.

This Agreement, together with the NDA, contains the entire agreement of the parties

relating to the subject matter hereof. With the exception of the NDA, this Agreement supersedes

any prior written or oral agreements or understandings between the parties relating to the subject

matter hereof. No modification or amendment of this Agreement shall be valid unless in writing

and signed by or on behalf of the parties hereto; provided, however, that the Company may

amend this Agreement effective immediately upon written notice to the Employee without the

consent of the Employee to the extent such amendment is necessary to ensure this Agreement

complies with the NBPA's Regulations Governing Player Agents. The failure of a party to

require performance of any provision of this Agreement shall in no manner affect the right of

such party at a later time to enforce any provision of this Agreement. A waiver of the breach of

any term or condition of this Agreement shall not be deemed to constitute a waiver of any

subsequent breach of the same or any other term or condition. Except as expressly set forth

herein this Agreement does not create and shall not be construed as creating any rights

enforceable by any person not a party to this Agreement (other than Company Affiliates). This

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Agreement is intended to be performed in accordance with, and only to the extent permitted by,

all applicable laws, ordinances, rules and regulations. The headings in this Agreement are

inserted for convenience of reference only and shall not be a part of or control or affect the

meaning of any provision hereof.

[Signatures continued on next page.]

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IN WITNESS WHEREOF. the parties havi: duly executed and delivered thls J\grccmcnt to be
effective as of the date first written above.

COMPANY:

RELATIVITY BASKETBALL, I.LC

By: - - ------------- .
Name: 1lappy Walters
Title: Glohul Chief' Executive Officer

RELATIVITY SPORTS:

RELATIVITY SPORTS, I.LC, solely for

purposes of guaranteeing ull ohligutions of
the Company hcrc\mdcr

I3y: _ ____ .. --
Name: Happy Walters
Title: Global C'hi01'Executive Officer

S1gm1/ure Page - Feg11n Employment Agreement

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TN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement to be
effective as of the date first written above.

EMPLOYEE:

Dan Fegan

COMPANY:

RELATI~l~ BASKETBALL, LLC

By:~~~
Name: Happy Walters
Title: Global Chief Executive Officer

RELATIVITY SPORTS:

RELATlVITY SPORTS, LLC, solely for

purposes of guaranteeing all obligations of
the Company hereunder

B y ~
Nam~ Walters
Title: Global Chief Executive Officer

Signature Page - Fegan Employment Agreement

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EXHIBIT A

Base Salary:

Initial Term: Paid at the annual rate of $225,000.

Renewal Term (if applicable): As mutually agreed by the Board of Managers of the Company
and Employee in a writing confirming such renewal.

Variable Compensation:

Subject to applicable fee splits with third parties or variable compensation splits with other
Company employees or representatives, twenty percent (20%) of all Fees the Company or an
Affiliate receives or becomes entitled to receive directly or indirectly in respect of all
Employment Period Contracts with all Company Clients represented by the Employee on behalf
of the Company, including Demarcus Cousins and Chandler Parsons , but specifically excluding
Dwight Howard, Ricky Rubio, and John Wall, for the life of each such Employment Period
Contract, regardless of when each such Employment Period Contract or the Employment Period
expires (except as expressly provided herein), including payments of Continuing Compensation
following the termination of Employee's employment as provided under subsections (a), (b), (d)
and (e) of Section 7 (but excluding Section 7(c)). Employee's right to its percentage of Fees as
set fo1ih above shall be fully vested upon the Company's or Affiliate 's entitlement to such Fees.
Company shall not be obligated to remit any sums to the Employee until the Company or
Affiliate has received payment; provided the Company shall use its commercially reasonable
efforts to collect such Fees in a timely fashion and shall ensure that any Fees received are applied
to the oldest outstanding amount due. Notwithstanding the foregoing, the total amount of
Variable Compensation payable for any calendar year or portion thereof shall be reduced dollar-
for-dollar (but not below zero) by the Base Salary actually paid for such period. The Company
shall make payments owed to Employee for such collected moneys on a quarterly basis. If the
Company fails to make any such payment as and when due, the Company shall (i) pay all of the
Employee's collection costs, including, without limitation, attorneys' fees, and (ii) pay interest
on the past due amount at a rate equal to the lower of 1.5% per month or the highest rate
permitted by applicable law. Such remedies shall be cumulative and not exclusive. For a period
of three years after the Outside Date, Employee has the right to audit the Company's financial
and business records relating to any and all Fees at any one or several times, at the Employee's
expense (except as provided below), to ensure compliance with this Section. If such audit
reveals that the Company has paid less than 95% of the sums due the Employee for any calendar
year, then the Company shall bear the full expense of the audit. Such remedy is cumulative and
not exclusive.

Bonus:

In addition, the Employee may from time to time receive an annual discretionary bonus as
determined by the Company' s Board of Managers from time to time in its discretion, subject to
Employee's eligibility for any such bonus.

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EXHIBIT E TO THE
BAUMAN DECLARATION
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Execution Version

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement, dated as of June 13, 2016 (this
"Amendment"), is made by and between Relativity Basketball, LLC, a Delaware limited liability
company (the "CompanX"), Daniel Fegan, a California resident("Employee"), and, solely for purposes
of guaranteeing all obligations of the Company hereunder, Relativity Sports, LLC,a Delaware limited
liability company ("Relativity Sports").

RECITALS:

WHEREAS,the parties entered into that certain Employment Agreement dated as of March 15,
2013 (the "Ori i~nal Agreement") in connection with the acquisition of substantially all of the assets of
Employee's former business;

WHEREAS, the parties desire to amend certain provisions of the Original Agreement as
provided herein; and

WHEREAS,capitalized terms used herein without definitions shall have the meanings set forth in
the Original Agreement.

NOW,THEREFORE, in consideration of the recitals, the mutual covenants and agreements

herein contained and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

1. Section 3(a) of the Original Agreement is hereby amended and restated as follows:

(a) Position; Duties. The Employee's title will be President of Basketball or such
other title as may be agreed by Employee and the Company. As President of Basketball,
Employee will be the chief executive officer of the Company and, as such, will be
primarily responsible for overseeing all aspects of the day-to-day basketball operations of
the business including (i) performing services as a basketball agent for the Company
Clients(as defined below);(ii) recruiting new basketball clients for the Company;(iii)
developing and being involved in various initiatives established by the Company;(iv)
performing additional services and duties consistent with his position that the Global
Chief Executive Officer of Relativity Sports (the "GCEO")or the Board of Managers of
Relativity Sports (the "Board") may from time to time reasonably designate; and (v)
being responsible for directing the overall success ofthe business and the Company
including, without limitation, approving and controlling the budget subject to GCEO's
approval, controlling expenses, maximizing revenues, collecting outstanding receivables
and acting in a fiscally responsible manner. Each Post-June 2015 Contract for any
Company Client represented by Employee shall list Employee and, at the Company's
discretion, another representative of the Company as the agent or agents for such Post-
June 2015 Contract. Except as otherwise provided in this Agreement, the Employee is
expressly prohibited from providing services to and entering into agreements with a
Company Client where such services or agreements are not in accordance with the

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Company's policies and procedures. The Employee will report to the GCEO. The
Employee will be exclusive to Company and devote his principal working time and
efforts to the business and affairs of the Company and its affiliates.

2. The definition of"Company Clients" set forth in Section 5(g)(E) of the Original Agreement is
hereby amended and restated as follows:

"Company Clients" means(i) all clients of the Company as of the date of First Amendment to
Employment Agreement and (ii) all new clients ofthe Company for whom Employee performs
representation or marketing services following the date of First Amendment to Employment
Agreement while Employee is employed by Company or its parents, subsidiaries or affiliates.

3. Exhibit A to the Original Agreement is hereby amended and restated as set forth on Exhibit A
attached hereto.

4. On or prior to the 90`" day following the date hereof, the Company shall reimburse Employee for.
Reimbursable Expenses (as defined below) incurred by him prior to the date hereof in connection
with the business ofthe Company; provided that the Company shall not be obligated to reimburse
Employee for any Reimbursable Expenses related to (i) James Dunleavy until collections of all
fees relating to Michael Dunleavy's player contract(and not marketing fees) owing to the
Company for the 2015/2016 NBA Season have been received by the Company and (ii) Kevin
Samples until collections of all fees relating to Dwight Howard's player contract(and not
marketing fees) owing to the Company for the 2015/2016 NBA Season have been received by the
Company. "Reimbursable Expenses" means expenses reimbursable by the Company to
Employee pursuant to this Section 4 equal to (a)$350,586.00 for travel and entertainment
expenses plus(b)$558,500.00 for other expenses, subject to adjustment(if any) to be agreed
upon by the Company and Employee as soon as possible following the date hereof based on
confirmation of supporting documentation and other information relating thereto. All expenses
incurred by Employee in the ordinary course of business in connection with the business of the
Company on or after the date hereof shall be reimbursed pursuant to the Original Agreement.
Notwithstanding any other provision of this Amendment or the Original Agreement, if such
amount is not paid within thirty(30)days of the date due, Employee may exercise the remedies
available under the Original Agreement for the non-payment of expenses (it being understood and
agreed that for purposes of this Section 3, the 90 day cure period set forth in Sections 6(e) of the
Original Agreement shall instead be 30 days).

5. The Company agrees to engage Acumen Corporate Development Inc.(the "Consultant") to serve
as a consultant to the Company for aone-year period commencing following the date hereof. The
Consultant shall be engaged by, and shall provide its services to, the Company pursuant to a
consulting agreement to be entered into by the Company and the Consultant, which agreement
will set forth the terms of the engagement, including (a)the type and scope of services to be
provided by the Consultant, which will relate to certain financial and other matters as may be
requested by the Company,(b)the compensation for the Consultant, which will be equal to
$200,000 and be payable in arrears in twelve (12)equal installments at the end of each month

30338127.14
Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 61 of 137 Page ID
#:1915

during the term of the engagement, and (c)any other terms to be agreed upon by the Company
and the Consultant.

6. This Amendment and the Original Agreement sets forth the entire agreement of the parties with
respect to the subject matter hereof. Except as set forth herein the Original Agreement shall
remain in full force and effect.

7. No modification or amendment of this Amendment, or waiver of any provisions. hereof, shall be

valid unless in writing and signed by the parties hereto.

[Signature Page Follows]

30338127.14
Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 62 of 137 Page ID
#:1916

IN WITNESS WHEREOF,the parties have duly executed and delivered this Amendment
to be
effective as ofthe date first above written.

EMPLOYEE:

Fegan

COMPANY:

RELATIVITY BASKETBALL,LLC

By: Relativity Sports Enterprises, its managing member

By: Relativity Sports, LLC,its managing member

Name: Hank Ratner

Title: Global CEO

RELATIVITY SPORTS:

RELATIVITY SPORTS,LLC, solely for purposes of

guarantying all obligations hereunder.

By:
Name: Hank Rafter
Title: Global CEO
Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 63 of 137 Page ID
#:1917
Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 64 of 137 Page ID
#:1918

RXi-IIRTT A
Base Salary:

Paid at the annual rate of $350,000, which shall be paid in accordance with the Company's normal payroll
practices.

Variable Compensation:

Employee shall be entitled to receive the Applicable Percentage of all Fees the Company or its
affiliate receives or becomes entitled to receive directly or indirectly (after all applicable third party fee
splits and all variable compensation (but, for clarity, not draws) payable to other Company employees or
representatives have been deducted from such Fees) in respect of all Employment Period Contracts with
all Company Clients, including, Demarcus Cousins and Chandler Parsons, but specifically excluding
Dwight Howard, Ricky Rubio and John Wall, for the life of each such Employment Period Contract,
regardless of when each such Employment Period Contract or the Employment Period expires (except as
expressly provided herein). For clarity, Employee shall not be responsible, and there shall not be any
deduction from, amounts payable to Employee for salaries, bonuses, draws or any other amounts not
directly attributable to such Fees collected by the Company. For the avoidance of doubt, Employee shall
be entitled to receive the foregoing Variable Compensation as Continuing Compensation following the
termination of Employee's employment as provided under subsections(a),(b)(d)and (e)of Section 7
(but excluding Section 7(c)).

"Applicable Percentage" means (i)following the Term and only with respect to Employment
Period Contracts that commence for the 2016/17 or the 2017/18 NBA season, thirty percent(30%), or (ii)
in all other cases, twenty percent(20%

For example, if during the Term the Company collects and receives Fees equal to $100,000 with
respect to an Employment Period Contract with a Company Client and the Company has to pay $25,000
to third parties on account of third-party fee splits and a total of $15,000 to other Company employees as
variable compensation (including internal fee splits and bonuses), then Employee will receive $12,000
[($100,000 - $25,000 - $15,000) x 20% _ $12,000] as Variable Compensation. For clarity and
illustrative purposes only, Exhibit B attached hereto sets forth the methodology by which Variable
Compensation for Employee will be calculated.

Employee's right to its percentage offees as set forth above shall be fully vested upon the
Company's or its affiliate's entitlement to such Fees. Company shall not be obligated to remit any sums to
the Employee until the Company or its affiliate has actually received payment of such Fees; provided that
the Employee shall use his commercially reasonable efforts to collect all Fees in a timely fashion;
provided, further, any Fees due to the Employee pursuant to clauses (a) and (b)that are received by the
Company shall be applied to the oldest outstanding amount due. Notwithstanding the foregoing, the total
amount of Variable Compensation payable for any calendar year or portion thereof shall be reduced
dollar-for-dollar (but not below zero) by the Base Salary actually paid for such period. The Company
shall make payments owed to Employee for such collected moneys on a quarterly basis.

If the Company fails to make any payment provided herein as and when due, the Company shall
(i) pay all ofthe Employee's collection costs, including, without limitation, attorneys' fees, and (ii) pay

30338127.14
Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 65 of 137 Page ID
#:1919

interest on the amount due amount at a rate equal to the lower of 1.5%per month or the highest rate
permitted by applicable law. Such remedies shall be cumulative and not exclusive. For a period of three
years after the Outside Date, Employee has the right to audit the financial and business records of the
Company and Relativity Sports relating to any and all Fees at any one or several times, at the Employee's
expense (except as provided below), to ensure compliance with this Section. If such audit reveals that the
Company has paid less than 95% of the sums due the Employee with respect to any calendar year, then
the Company shall bear the full expense of the audit. Such remedy is cumulative and not exclusive.

Bonus:

In addition, the Employee may from time to time receive an annual discretionary bonus as determined by
the Board from time to time in its discretion, subject to Employee's eligibility for any such bonus.

30338127.14
Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 66 of 137 Page ID
#:1920

1 II:

Example of Variable Compensation Calculation

30338127.14
 Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 67 of 137 Page ID
#:1921

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