On July 23, 2019, John Marchese provided notice of his intention to resign as a member of the Board of Directors (the “Board”) of Edison Nation, Inc. (the “Company”), effective as of July 23, 2019 (the “Marchese Resignation”). Mr. Marchese served as the chairman of the Board’s nominating and corporate governance committee and as a member of the Board’s audit committee and compensation committee. Mr. Marchese’s resignation was not in connection with any known disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

As a result of the Marchese Resignation, on July 23 , 2019, the Board appointed Toper Taylor to serve as a member of the Company’s Board and to serve as the chairman of the nominating and corporate governance committee, as well as a member of the Board’s audit committee and compensation committee.

Toper Taylor

From 2012 to the present, Toper Taylor has been employed as Chief Executive Officer of Media Disrupted, Inc., a strategic consulting firm specializing in corporate strategy, business development, scaling and restructuring, mergers and acquisition, and recapitalization, largely focused on the entertainment industry. In addition to his role as Chief Executive Officer of Media Disrupted, Inc., Mr. Taylor has been a member of the board of directors of Bardel Entertainment, Inc., Cepia LLC, Marine Biology Environmental Technologies, LLC and Orange Twist. From 2014 to 2017, Mr. Taylor served as President of RoundUp Media LLC d/b/a Network of One, a technology and data science company. From 2004 to 2012, Mr. Taylor was employed as Co-Founder, President and Chief Operating Officer of the Cookie Jar Group, a division of DHX Media Ltd. (Nasdaq:DHXM), a Canadian media production, distribution and broadcasting company. From 1990 to 2003, Mr. Taylor was employed as President of Nelvana, a division of Corus Entertainment, Inc. (OTCMKTS:CJREF) focused on animation for children’s entertainment. He began his career, working from 1985 to 1990 as a Television Packaging Agent at William Morris Agency, Inc., a talent agency. Mr. Taylor holds a Bachelor of Arts from the University of Southern California.

The Board has determined that Mr. Taylor is an “independent director” and that Mr. Taylor satisfies the independence requirements for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and in accordance with the rules of The Nasdaq Capital Market. In addition, the Board has determined that Mr. Taylor qualifies as an “audit committee financial expert,” as defined in Item 401(h) of Regulation S-K. Mr. Taylor has no family relationships with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Taylor and any other person pursuant to which he was appointed as a director, nor have there been any transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which Mr. Taylor had or has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Mr. Taylor will receive the Company’s standard non-employee director compensation package for fiscal year 2019, which for a full year of service as a member of the Board, would include an annual retainer of $15,000 and a grant of 20,000 shares of the Company’s common stock, $0.001 par value per share. The restricted stock underlying such options will vest one year after the grant date. The compensation actually received by Mr. Taylor will be prorated for the amount of time he serves on the Board prior to the determination of the Company’s standard non-employee director compensation package for fiscal year 2020.