Bright Mountain Media, Inc. (Form: 8-K, Received: 08/16/2019 13:48:43)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2019

Bright Mountain Media, Inc.

(Exact name of registrant as specified in its charter)

Florida

000-54887

27-2977890

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6400 Congress Avenue, Suite 2050, Boca Raton, Florida		33487
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 561-998-2440

not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 2.01

Completion of Acquisition or Disposition of Assets.

Effective August 15, 2019 (the “ Closing Date ”) the closing (the “ Closing ”) of the previously announced Share Exchange Agreement and Plan of Merger by and among Bright Mountain Media, Inc., a Florida corporation (“ Bright Mountain Media ”), and its wholly-owned subsidiary Bright Mountain Israel Acquisition Ltd, an Israeli corporation (the “ Merger Sub ”), Slutzky & Winshman Ltd., an Israeli company (“ S&W ”) and the shareholders of S&W (the “ Shareholders ”) occurred (the “ Acquisition ”). On the Closing Date, and upon the terms and subject to the conditions set forth in the Merger Agreement, we acquired all of the outstanding shares of S&W (the “ S&W Shares ”) from the Shareholders in exchange for (i) the issuance an aggregate of 13,000,000 shares of our common stock (the “ Consideration Shares ”), and (ii) promissory notes (the “ Notes ”) in the aggregate principal amount of $750,000 (collectively, the “ Purchase Price ”). Effective on the Closing Date we issued an aggregate of 12,070,799 of the Consideration Shares, and the balance will be issued post-Closing following the approval of certain equity compensation plans as required under Israeli law (the “ Israeli Sub Plan Approval ”).

Upon Closing, we have agreed to pay Spartan Capital Securities, LLC, a broker-dealer and member of FINRA (“ Spartan Capital ”), a finder’s fee equal to (i) $165,000 in cash, payable from the proceeds of a future offering, and (ii) issue it 650,000 shares of our common stock valued at $1,137,500.

Under the terms of the Merger Agreement, following the Acquisition, Merger Sub will merge with and into S&W, then, a wholly-owned subsidiary of Parent (the “ Merger ”) on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of Sections 314-327 of the Companies Law, 5759-1999 of the State of Israel (the “ ICL ”), following which, Merger Sub will cease to exist. As soon as practicable after Closing, Bright Mountain Media agreed to cause each of Merger Sub and S&W to deliver to the Registrar of Companies of the State of Israel (the “ Companies Registrar ”) a merger proposal (in the Hebrew language), in accordance with ICL and the customary practice of the Companies Registrar (a “ Merger Proposal ”) informing the Companies Registrar of the Merger and requesting that the Companies Registrar declare the Merger effective and issue a certificate evidencing completion of the Merger in accordance with Section 323(5) of the ICL (the “ Certificate of Merger ”) (the time at which the Merger becomes effective is herein referred to as the “ Effective Time ”). Under the provisions of the ICL, at least 50 days shall have elapsed after the filing of the Merger Proposal with the Companies Registrar and at least 30 days shall have elapsed after the approval of the Merger by the shareholder of S&W and Merger Sub. On the Effective Time, in accordance with the customary practice of the Companies Registrar, Merger Sub will request that the Companies Registrar declare the Merger effective and issue the Certificate of Merger, at which time the separate existence of the Merger Sub will terminate.

Following the Closing but prior to the Effective Time, the Acquisition may be terminated if any Israeli Governmental Entity (as that term is defined in the Merger Agreement) issues an order restraining or enjoying the Merger, and such order has become final and non-appealable. In that event, the S&W Shares would be returned by us to the Shareholders, the Consideration Shares would be returned to us by the Shareholders and the escrow agreements described below would be terminated, the Notes would be surrendered, and the Acquisition would be considered null and void.

The Notes do not bear interest and are unsecured. 50% of the principal amount is due on or before one year from the Closing and the balance is due two years from the Closing. The amounts due under two of the Notes will be forgiven by the Shareholders in the event:

	●	(a) the (i) payee ceases to provide continuous services to S&W, or any affiliate thereof employing or retaining the payee, in the capacity of an employee, consultant or other service provider following termination of the employment or consulting agreement by and between S&W and the payee as hereinafter described, (ii) for “Cause”, as such term is defined in the Note; or (ii) voluntary termination by the payee pursuant to the Note, other than termination for Good Reason, other than for death or Disability (as such terms are defined in the Note); and

	●	(b) S&W fails to achieve the following milestones on or before the “Milestone Date” (as such term is defined in the Note): (i) develop a minimum of ten Smart TV applications, and (ii) API integration with a minimum of two platforms (collectively, the “ Milestones ”).

The amount due under the third Note will be forgiven by that Shareholder in the event the Milestones are not achieved. The foregoing description of the terms and conditions of the Notes is qualified in its entirety by reference to the Notes which are filed as Exhibits 10.1, 10.2 and 10.3 to this report.

At Closing, Bright Mountain Media and the Shareholders entered into an 24 month Escrow Agreement (the “ Escrow Agreement ”) with a third party escrow agent (the “ Escrow Agent ”) pursuant to which:

	●	the S&W Shares were deposited with the Escrow Agent, which, by virtue of the Merger (as hereinafter defined) and without any action on the part of the Shareholders, will be released to Bright Mountain Media at the Effective Time. Prior to the Effective Time we have the right to vote the S&W Shares. In the event there is no Effective Time, the Escrow Agent will disburse the S&W Shares pursuant to written instructions by the Shareholders and Bright Mountain Media; and

	●	an aggregate of 1,809,171 of the Consideration Shares were deposited with the Escrow Agent (the “ Escrow Share Amount ”). Pursuant to the terms of the Merger Agreement, the Escrow Share Amount will be released to Bright Mountain Media in the event of any AR Collection Shortfall or in connection with adjudicated indemnification claims, in which event such shares will be cancelled and returned to the treasury with the status of authorized but unissued shares of our common stock. If there is no AR Collection Shortfall or adjudicated indemnification claim, the Escrow Share Amount will be released to the Shareholders.

The foregoing description of the terms and conditions of the Escrow Agreement is qualified in its entirety by reference to the agreement which is filed as Exhibit 10.4 to this report.

At Closing, Bright Mountain Media, S&W and the Escrow Agent also entered into the Converted RSU (Restricted Stock Unit) Escrow Agreement (the “ Converted RSU Escrow Agreement ”) related to certain stock options granted by S&W which were outstanding prior to the execution of the Merger Agreement. Under the terms of the Merger Agreement and the Converted RSU Escrow Agreement, 223,154 of the Consideration Shares when issued following the Israeli Sub Plan Approval will be deposited in escrow pending the lapse of 30 days from the filing by the Merger Sub of the Israeli Sub-Plan with the Israel Tax Authority, or if permitted under applicable Law or pursuant to the Options Tax Ruling or Interim Tax Ruling, if obtained (as all such terms are defined in the Merger Agreement), after which such options will be converted to restricted stock units of Bright Mountain Media, vesting in accordance with the terms of the original options (the “ Converted RSUs ”). Upon the Effective Time, such options shall be deemed to have been cancelled against issuance of the Converted RSUs, without any further action of the parties or the option holders of such options. The escrow created thereunder will terminate upon the earlier to occur of (i) the release of all Converted RSUs to the option holders and/or redistribution to the 103K Trustee (as that term is defined in the Merger Agreement) and the Shareholders, or (ii) 24 months following the Closing Date. An option holder (and Shareholder) does not have any voting rights or any other rights as a shareholder of Bright Mountain Media with respect to the Converted RSUs until such time as they are delivered to the option holder (or transferred to the 103 Trustee) in accordance with the Converted RSU Escrow Agreement.

The foregoing description of the terms and conditions of the Converted RSU Escrow Agreement is qualified in its entirety by reference to the agreement which is filed as Exhibit 10.5 to this report.

The Consideration Shares are subject to lock up leak out agreements (the “ Lock Up Leak Out Agreements ”) pursuant to which the Shareholder agreed that during the period commencing on the Effective Time and ending six (6) months from the Effective Time (the “ Lock Up Period ”) the Shareholder will not without the prior written consent of Bright Mountain Media, which such consent may not be unreasonably withheld, delayed or conditioned, (i) offer, pledge, gift, donate, 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 Consideration Shares, or (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Consideration Shares, whether any such transaction is to be settled by delivery of shares of our common stock or such other securities, in cash or otherwise ((i) and (ii) being hereinafter collectively referred to as the “ Lock Up ”), in each case other than (A) transfers to immediate family members of the Shareholder, trusts for the benefit of the Shareholder or his immediate family members, and (B) transfers by will or intestacy upon the death of the Shareholder. The Lock Up Period is subject to earlier termination in the event of a Change of Control of Bright Mountain Media as that term is defined in the Lock Up Leak Out Agreement. Following the expiration of the Lock Up Period any resales of Consideration Shares by the Shareholder on such market or stock exchange which is the primary trading market for Bright Mountain Media’s common stock (the “ Primary Market ”) are subject to compliance with Bright Mountain Media’s insider trading policies as may be in effect from time to time. At any time following the Effective Time, if the Shareholder reasonably determines that any resales of the Consideration Shares by the Shareholder shall cause, in and of themselves (i.e. disregarding any sales made by other shareholders of Bright Mountain Media), the trading price of Bright Mountain Media’s common stock in the Primary Market to decline in value, the Shareholder is obligated to reduce the number of Consideration Shares he resells in the Primary Market at such time, it being the intent of the parties hereto that the market price of Bright Mountain Media’s common stock shall not be adversely impacted solely by resales of the Consideration Shares by the Shareholder. The foregoing description of the terms and conditions of the Lock Up Leak Out Agreement is qualified in its entirety by reference to the form of agreement which is filed as Exhibit 10.6 to this report.

At Closing, Mr. W. Kip Speyer, Chairman of the Board and Chief Executive Officer of Bright Mountain Media, entered into an lock up leak out agreement (the “ Affiliate Lock Up Leak Out Agreement ”) covering 9,543,546 shares of our common stock owned by him, the terms of which are identical to the Lock Up Leak Out Agreement. The foregoing description of the terms and conditions of the Affiliate Lock Up Leak Out Agreement is qualified in its entirety by reference to the form of agreement which is filed as Exhibit 10.7 to this report.

Item 3.02

Unregistered Sales of Equity Securities.

As set forth in Item 2.01 of this report, on the Closing Date we agreed to issue an aggregate of 13,000,000 shares of our common stock pursuant to the terms of the Merger Agreement as a component of the Purchase Price. The recipients were accredited or otherwise sophisticated investors and the issuances were exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”) in reliance on exemptions provided by Section 4(a)(2) and Regulation S thereof.

Following the Closing we also issued an aggregate of 60,000 shares of our common stock valued at $105,000 to the employees of S&W as compensation. The recipients were non-U.S. persons and the issuances were exempt from registration under the Securities Act in reliance on an exemption provided Regulation S thereof.

As also set forth in item 2.01 of this report, following the Closing we issued Spartan Capital 650,000 shares of our common stock valued at $1,137,500 as partial consideration under a Finder’s Fee Agreement. The recipient was an accredited investor and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of that act.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On August 15, 2019 Mr. Joey Winshman was appointed to our board of directors in connection with the Closing. Biographical information for Mr. Winshman is set forth below.

Joey Winshman . Mr. Winshman, 31, has served as Chief Marketing Officer of S&W since co-founding the company in February 2015. Since June 2018 he has also served as Chief Marketing Officer of Lumynox, a subsidiary of S&W. Prior to co-founding S&W, from June 2013 until January 2015 Mr. Winshman was Media Manager for Taptica International Ltd., now known as T remor International Ltd. (AIM: TRMR), a leader in advertising technologies with operations in more than 60 countries. Mr. Winshman, who is a citizen of both Israel and the U.S., received a B.S. in Business Administration, Management Information Systems, from the University of Vermont.

Mr. Winshman will not be considered an independent director and will not receive any compensation for his services on the board of directors.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 18, 2019 our board of directors adopted a resolution fixing the number of members of our board of directors at six in accordance with the provisions of our Bylaws, thereby creating a vacancy on the board which was filled by Mr. Winshman’ appointment as described under Item 5.02 of this report.

Item 8.01

Other Events.

Employment and consulting agreements

At Closing we also entered into employment or consulting agreements with the Shareholders to ensure the continuity of the operations of S&W post-Closing, including:

Employment agreement with Joey Winshman . At the Closing, S&W entered into a two year employment agreement with Mr. Winshman to serve as its Chief Marketing Officer. Mr. Winshman will be entitled to a monthly salary of NIS 46,500 (approximately $13,800). Mr. Winshman will be entitled to an annual cash bonus in an amount and subject to terms and conditions to be agreed upon, and reimbursement of certain expenses. S&W is obligated to contribute an amount of approximately 6.5% of his base salary to a pension plan and 7.5% of his base salary to an education fund. Mr. Winshman will be entitled to 20 days of paid vacation annually, and paid sick days and convalescence days in accordance with Israeli law. The initial term of the agreement may be extended by notice for an additional one year term. Prior to the expiration of the initial term, the agreement may only be terminated for “cause” as defined in the agreement; and thereafter it may be terminated by either party upon 60 days notice. In connection with the employment agreement, S&W also entered into a non-competition, proprietary information and inventions agreement.

Consulting agreements with Nadav Slutzky and Eli Desatnik

At Closing S&W entered into two year consulting agreement with each of Mr. Slutzky and Mr. Desatnik. Under the terms of these agreements, S&W will pay each of them a consulting fee of NIS 57,308 (approximately $16,500) plus value added taxes, and they are entitled to receive to an annual cash bonus in an amount and subject to terms and conditions to be agreed upon, and reimbursement of certain expenses. The initial term of each of the agreements may be extended by notice for an additional one year term. Prior to the expiration of the initial term, the agreement may only be terminated for “cause” as defined in the agreement; and thereafter it may be terminated by either party upon 60 days notice. In connection with the consulting agreement, S&W also entered into a non-competition, proprietary information and inventions agreement with each of Mr. Slutzky and Mr. Desatnik.

The descriptions of the terms and conditions of the employment agreement with Mr. Winshman and the consulting agreements with Messrs. Slutzky and Desatnik are qualified in their entirety by reference to the agreements which are filed as Exhibits 10.8, 10.9 and 10.10, respectively, to this report.

Business of S&W

Following the Closing, S&W is now a subsidiary of Bright Mountain Media. Set forth below is information regarding the business and operations of S&W.

S&W, headquartered in Tel Aviv, Israel, is a data-driven marketing company which utilizes programmatic solutions for over the top, or “OTT”, video and mobile advertising. Leveraging machine learning data, S&W provides technology for content creators to deploy, distribute, and monetize their content. S&W generates approximately 60% of its revenues from its video department, with the balance of approximately 40% from its mobile and display department.

Video department :

	●	Video Ads Marketplace . S&W’s video platform has over 230 million monthly impressions appearing on 150 markets worldwide with over 2000 apps and web publishers as well as over 1500 ads.txt implemented publishers at any given time. Advertising agencies and brands around the world use S&W’s platform to sell and buy cross-screen video advertising to meet their key performance indicator needs. S&W provides video solutions across in-stream, out-stream, in-text and mobile video ad units and provide support for multiple other video formats with cross-device capabilities;

	●	Programmatic Ads. S&W’s deep neural networks predict real-time bidding patterns leveraging algorithms to choose the best monetization channels for each user segment and it has terabytes of behavioral data to optimize digital publishing assets. With a focus on high-quality programmatic video advertising for mobile and desktop platforms, S&W manages an in-house programmatic marketplace to combine the largest supply side platforms, or SSPs, demand side platforms, or DSPs, and real-time bidding trade desks, or RTBs. S&W’s data driven mobile and desktop advertisement solutions integrate into the largest inventory sources of premium mobile and display, RTB, private marketplaces, or PMP, deal identifiers, ad automation, and direct campaigns; and

●

OTT/CTV . Owning over 20 CTV applications across ROKU, Apple TV, Amazon Fire, and Android TV allows S&W to organically and strategically expand its core ad business. SDK/cross platform porting allows S&W to build and deploy new apps in minutes. Since the release of its apps in August 2018, S&W has over 700,000 installs organically and a content library of over 50,000 videos. S&W’s current focus is on content, distribution and securing preinstalled deals with OTT companies. S&W’s pending release on KPN in the Netherlands is expected to expose it to over 3 million pre-installed users. In addition, S&W partners with technology providers, such as Netrange, which places S&W apps as pre-installed offerings on Sharp, Hisense, TCL, and Philips smart TVs, among other brands.

Mobile and display department - AdservME

S&W’s AdservME is a RTB SSP/DSP which processes over 10 billion ad requests daily. AdservME supports any ad format available via OpenRtb, such as In app, mobile web, desktop, native and video, and any ad format available via XML such as pop up, extension traffic, search and push notifications. AdservME’s self-serving advertising, or SSA, platform enables direct advertisers of any vertical to achieve their key performance indicators and return on investments. Each advertiser has access to S&W’s full reach of direct and programmatic supply on any type of screen via any ad format. Full reporting, tracking and optimization functions enable S&W’s partners to work independently or with its SSA team guiding them to achieve optimal results. Push notifications, the newest trending display format, offers S&W’s partners with outstanding user value and revenue potential. AdservME directly integrates push notification users to programmatic and native ad agencies as well as direct buyers via the SSA.

Technology platforms

S&W’s automation tools include a nano-service based architecture that integrates with multiple partner application program interfaces, or APIs, and automatically executes thousands of different complex and tedious tasks such as optimization, black/white listing, and bid adjustments. S&W’s tools are designed in a generic way so its can integrate new partner APIs within hours. Leveraged for a variety of different tasks, S&W’s algorithms are based on data, buying trends, and forecasts to implement into its ad stack and programmatic capabilities. Its self-service platform enables ease of use for its advertising partners to permit seamless integration into S&W’s marketplace, and its large scale video-serving system cluster downloads and indexes terabytes of video content from multiple sources and redistributes them to a plethora of client-side applications including Roku, Android, Fire-TV, Apple-TV.

Sales and marketing

S&W sales and account managers integrate its inventory, data, and technology to capture and manage the most engaged audiences for its clients via programmatic and direct partnerships. S&W’s teams seek to leverage its technology to create a competitive product which maximizes yield and preserves user experience.

Intellectual Property Rights

S&W own intellectual property (IP) and related IP rights that relate to its products, services and assets. Its IP portfolio includes trade secrets and code. It actively seeks to protect its IP rights and to deter unauthorized use of its IP and other assets. While its IP rights are important to its success, its business as a whole is not significantly dependent on any single patent, trademark, or other IP right.

Principal offices

S&W leases its principal offices from an unrelated third party under a lease agreement expiring in December 2019. It has the right to extend this agreement for an additional two year term upon 90 day notice. Its base monthly rent is NIS 31,750 (approximately $9,000) plus value added taxes, monthly parking of NIS 4,900 (approximately $1,388) and monthly leasehold improvements (initial term only) of NIS 6,945 (approximately $1,967).

Employees

At August 14, 2019, S&W had 18 full time and 4 part-time employees, all of whom are located in Israel.

Item 9.01.

Financial Statement and Exhibits .

(a)	Financial statements of businesses acquired .

The audited financial statements of S&W for the years ended December 31, 2018 and 2017 are filed as Exhibits 99.1 and 99.2, respectively, to this report. The required unaudited interim financial statements of S&W for the periods required pursuant to Rule 8-04(b) of Regulation S-X will be filed by amendment to this report within the time prescribed pursuant to Item 9.01(a) of Form 8-K.

(b)	Pro forma financial information .

The required pro forma financial information required by Rule 8-05 of Regulation S-X will be provided under an amendment to this report within the time required pursuant to Item 9.01(c) of Form 8-K.

(d)	Exhibits .

		Incorporated by Reference			Filed or
No.	Exhibit Description	Form	Date Filed	Number	Furnished Herewith
2.1	Share Exchange Agreement and Plan of Merger dated July 31, 2019 by and among Bright Mountain Media, Inc., Bright Mountain Israel Acquisition Ltd (a to be formed entity), Slutzky & Winshman Ltd. and the shareholders of Slutzky & Winshman Ltd.	8-K	8/1/19	2.1
10.1	Promissory Note dated August 15, 2019 due to Joey Winshman				Filed
10.2	Promissory Noe dated August 15, 2019 to Nadav Slutzky				Filed
10.3	Promissory Note dated August 15, 2019 to Eli Desatnik				Filed
10.4	Escrow Agreement dated August 15, 2019 by and among Bright Mountain Media, Inc., the shareholders of Slutzky & Winshman Ltd. and Pearlman Law Group LLP				Filed
10.5	Converted RSU Escrow Agreement dated August 15, 2019 by and among Bright Mountain Media, Inc., Slutzky & Winshman Ltd. and Pearlman Law Group LLP				Filed
10.6	Form of Lock Up Leak Out Agreement				Filed
10.7	Affiliate Lock Up Leak Out Agreement				Filed
10.8	Employment Agreement dated August 15, 2019 by and between Slutzky & Winshman Ltd. and Joey Winshman				Filed
10.9	Consulting Agreement dated August 15, 2019 by and between Bright Mountain Media, Inc., Slutzky & Winshman Ltd. and Nadav Slutzky				Filed
10.10	Consulting Agreement dated August 15, 2019 by and between Bright Mountain Media, Inc., Slutzky & Winshman Ltd. and Eli Desatnik				Filed
99.1	Audited financial statements of Slutzky & Winshman Ltd. at December 31, 2018 and for the year then ended				Filed
99.2	Audited financial statements of Slutzky & Winshman Ltd. at December 31, 2017 and for the year then ended				Filed

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 16, 2019	Bright Mountain Media, Inc.

	By:	/s/ Alan B. Bergman
		Alan B. Bergman, Chief Financial Officer

Exhibit 10.1

PROMISSORY NOTE

Boca Raton, FL
August 15, 2019	$270,937.50

FOR VALUE RECEIVED , the undersigned, Bright Mountain Media, Inc ., a Florida corporation (the “ Maker ”), having a business address at 6400 Congress Avenue, Suite 2050, Boca Raton, FL 33487 hereby promises to pay to the order of Joey Winshman, an individual (the “ Payee ” or the “ Holder ”) having a business address at 74 Hamelachim St. Ramat Hasharon, Israel 47100, in lawful money of the United States of America the principal amount of Two Hundred and Seventy Thousand, Nine Hundred and Thirty Seven dollars and Fifty cents ($270,937.50). This Promissory Note (the “ Note ”) is one of a series of notes issued pursuant to the terms and conditions of that certain Share Exchange Agreement and Plan of Merger dated July 15, 2019 by and among the Maker, Merger Sub, Slutzky & Winshman, Ltd. (“ S&W ”), and the shareholders of S&W (the “ Agreement ”). All terms not otherwise defined herein shall have the same meaning as in the Agreement.

1. Interest . Subject to the provisions of Section 6 hereof, this Note shall be interest free.

2. Principal; Payment . Subject to the provisions of Section 4 hereof, the principal amount of this Note shall be payable by Maker in lawful tender of the United States as follows:

a. $135,469.00 shall be paid on or before August 15, 2020 (the “ Milestone Date ”); and

b. the remaining $135,468.50 shall be paid on or before August 15, 2021.

All payments of principal shall be made in U.S. Dollars to the Payee at the address set forth in the Agreement.

3. Prepayment . From and after the date hereof, Maker shall have the option to prepay, in whole or in part, the principal balance of this Note. There is no prepayment penalty.

4. Forgiveness of Note . In the event: (a) the Payee cease to provide continuous services to S&W, or any affiliate thereof employing or retaining the Payee, in the capacity of an employee, consultant or other service provider following termination of the Employment Agreement of even date herewith by and between S&W and the Payee, as amended or restated from time to time (the “ Engagement Agreement ”) (i) for Cause, as such term is defined in Section 7.4 thereof, or (ii) voluntary termination by the Payee pursuant to Section 7 thereof, other than termination for Good Reason, as such term is defined below, and other than for death or Entitling Event (as such term is defined in Section 7.3 thereof), and (b) S&W fails to achieve the following milestones on or before the Milestone Date: (i) develop a minimum of 10 Smart TV applications, and (ii) API integration with a minimum of two platforms, then all outstanding principal amounts due by Maker under this Note shall be cancelled and forgiven without any further action by either party.

For purposes of this Note, the term “Good Reason” shall mean (i) a reduction of 10% or more in the compensation or benefits of the Payee, not otherwise agreed to in writing by Payee; (ii) a reduction or diminution of the Payee’s title or position or reduction of Payee duties or responsibilities, or the removal of the Payee from such duties, title, position and responsibilities; (iii) a relocation of the Payee’s principle place of employment, without the Payee’s consent, by more than 50 kilometers; (iv) a material breach by S&W of the Engagement Agreement, which is not cured (if curable) within 10 days after receipt of written notice thereof from the Payee; (v) a delay in any payment due by S&W under the Engagement Agreement, which is not cured (if curable) within ten (10) days after receipt of written notice thereof from the Payee; or (vi) other circumstances which under Israeli law would entitle the Payee to resign and deem such resignation as termination by S&W for the purpose of severance pay.

5. Default . The occurrence of any of the following shall constitute an event of default (“ Event of Default ”):

	a.	Failure to Pay . Maker fails to pay, when due, any of the obligations provided for in this Note at their due date or under any other note or obligations of Maker to the Payee;

	b.	Denominated Events . The occurrence of any event expressly denominated as an Event of Default in this Note;

	c.	Failure to Perform . Maker fails to perform or observe any material covenant, term or condition of this Note, the Agreement or any other note or obligation issued or owing in respect to Payee and to be performed or observed by Maker, and such failure continues unremedied for a period of ten (10) days after written or facsimile notice from Payee to Maker of such failure; or the Note and/or Agreement shall cease to be, or shall be asserted by Maker not to be a, legal, valid and binding obligation of Maker, enforceable in accordance with its terms;

	d.	Breach of Representation . Any representation, warranty or certificate made or furnished by or on behalf of Maker in writing pursuant to this Note or the Agreement, including, but not limited to, the representations or warranties made by Maker in Section 5 of the Agreement, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished and such breach continues unremedied for a period of ten (10) days after written or facsimile notice from Payee to Maker of such breach;

	e.	Petition By or Against Maker . (a) There is filed by or against Maker any petition or complaint with respect to its own financial condition under any state or federal bankruptcy law or any amendment thereto (including, without limitation, a petition or reorganization, arrangement or extension of debts) or under any other similar or insolvency laws providing for the relief of debtors; (b) Maker is unable, or admits in writing its inability, to pay its debts generally as they mature; (c) Maker makes a general assignment for the benefit of its creditors; or (g) takes any action for the purpose of effecting any of the foregoing; or

	f.	Appointment of Receiver . A receiver, trustee, conservator or liquidator is appointed for Maker, or for all or a substantial part of its assets, or Maker shall be adjudicated bankrupt or in need of any relief provided to debtors by any court.

6. Remedies .

Acceleration . Upon the occurrence of an Event of Default and for so long as such default is continuing:

	i.	The total amount of (a) this Note and all other sums owing to Payee which are (i) then due and unpaid or (ii) thereafter to become due and payable; and (b) interest on the foregoing sums, at the rate of one and one-half percent (1 ½%) per month, but not greater than the highest rate permitted by law, from said occurrence until paid in full (collectively, the “ Default Amount ”) shall, when such Default Amounts is declared due and payable by Payee, become immediately due and payable without presentment, protest, demand, or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Agreement to the contrary notwithstanding; and

	ii.	Payee may exercise any of the other remedies provided under applicable laws.

	7.	Cumulative Remedies; Waivers . No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Payee at law or in equity. No express or implied waiver by Payee of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Payee in exercising any rights granted it hereunder or under any occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Payee shall not exhaust the same or constitute a waiver of any other right provided herein.

	8.	Costs and Expenses . Maker shall be liable for all costs, charges and expenses incurred by Payee by reason of the occurrence of any Event of Default, an action is institute to collect this Note, or the exercise of Payee’s remedies with respect thereto, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with respect thereto, and Maker hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

	9.	Other Remedies . The remedies granted to Payee herein upon an Event of Default are not restrictive of any and all other rights and remedies of Payee provided for by this Note, the Agreement, or any of the relevant documents and applicable law, either by suit in equity or by action at law, or both.

	10.	Offset . The parties acknowledge that this Note is subject to further offset and adjustment as provided under the Agreement.

	11.	Miscellaneous .

	a.	Waivers . No waiver of any term or condition of this Note shall be construed to be a waiver of any succeeding breach of the same term or condition. No failure or delay of Payee to exercise any power hereunder, or it insists upon strict compliance by Maker of any obligations hereunder, and no custom or other practice at variance with the terms hereof shall constitute a waiver of the right of Payee to demand exact compliance with such terms.

	b.	Invalid Terms . In the event any provision contained in this Note shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

	c.	Successors . This Note shall be binding upon Maker, its legal representatives, successors and assigns, and inure to the benefit of Payee, its legal representatives, successors and assigns.

	d.	Controlling Law . This Note shall be read, construed and governed in all respects in accordance with the laws of the State of Florida. The Payee expressly and irrevocably: (1) agree that any legal suit, action or proceeding arising out of or relating to this Note will be instituted exclusively in United States District Court for the Southern District of Florida, West Palm Beach, Florida; (2) waive any objection they may have now or hereafter to the venue of any such suit, action or proceeding; and (3) consent to the in personam jurisdiction of United States District Court for the Southern District of Florida, West Palm Beach, Florida in any such suit, action or proceeding. The Payee further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the United States District Court for the Southern District of Florida, West Palm Beach, Florida and agrees that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding.

	e.	Amendments . This Note and the Agreement embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and the terms set forth in this Note and the Agreement supersede all prior agreements, arrangements, understandings and undertakings, written or oral, relating to the subject matter hereof, if any. This Note may be amended only by an instrument in writing and executed by Maker and Payee.

	f.	This Note may be executed in any number of counterparts, each of which will be deemed to be original and all of which together will constitute a single agreement.

	g.	Upon receipt by Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to Maker (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), Maker will make and deliver in lieu of such Note a new Note of like tenor.

	12.	Notices . All notices, request, demands and other communications required or permitted to be given hereunder shall be sufficiently given if addressed to the addresses as set forth in the Agreement, posted in the U.S. Mail by certified or registered mail, return receipt requested or by overnight mail, including appropriate receipts. Any party may change said address by giving the other party hereto notice of such change of address. Notice given as hereinabove prescribed shall be deemed given on the date of its deposit in the U.S. Mail or with the overnight delivery service.

	13.	Headings . All section and subsection headings herein, wherever they appear, are for convenience only and shall not affect the construction of any terms herein.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF , the undersigned has caused this Note to be executed by its duly authorized officer and its seal affixed hereto, as of the day and year first above written.

	Bright Mountain Media, Inc.

	By:	/s/ W. Kip Speyer
		W. Kip Speyer, Chief Executive Officer

Acknowledged and agreed to:

/s/ Joey Winshman
Payee

Exhibit 10.2

PROMISSORY NOTE

Boca Raton, FL
August 15, 2019	$293,437.50

FOR VALUE RECEIVED , the undersigned, Bright Mountain Media, Inc ., a Florida corporation (the “ Maker ”), having a business address at 6400 Congress Avenue, Suite 2050, Boca Raton, FL 33487 hereby promises to pay to the order of Nadav Slutzky, an individual (the “ Payee ” or the “ Holder ”) having a business address at HaShahar 54, Raanana, Israel in lawful money of the United States of America the principal amount of Two Hundred and Ninety Three Thousand, Four Hundred and Thirty Seven dollars and Fifty cents ($293,437.50). This Promissory Note (the “ Note ”) is one of a series of notes issued pursuant to the terms and conditions of that certain Share Exchange Agreement and Plan of Merger dated July 31, 2019 by and among the Maker, Merger Sub, Slutzky & Winshman, Ltd. (“ S&W ”), and the shareholders of S&W (the “ Agreement ”). All terms not otherwise defined herein shall have the same meaning as in the Agreement.

1. Interest . Subject to the provisions of Section 6 hereof, this Note shall be interest free.

2. Principal; Payment . Subject to the provisions of Section 4 hereof, the principal amount of this Note shall be payable by Maker in lawful tender of the United States as follows:

a. $146,719.00 shall be paid on or before August 15, 2020 (the “ Milestone Date ”); and

b. the remaining $146,718.50 shall be paid on or before August 15, 2021.

All payments of principal shall be made in U.S. Dollars to the Payee at the address set forth in the Agreement.

3. Prepayment . From and after the date hereof, Maker shall have the option to prepay, in whole or in part, the principal balance of this Note. There is no prepayment penalty.

4. Forgiveness of Note . In the event: (a) the Payee cease to provide continuous services to S&W, or any affiliate thereof employing or retaining the Payee, in the capacity of an employee, consultant or other service provider following termination of the Services Agreement of even date herewith by and between S&W and the Payee, as amended or restated from time to time (the “ Engagement Agreement ”) (i) for Cause, as such term is defined in Section 4.3.1 thereof, or (ii) voluntary termination by the Payee pursuant to Section 4 thereof, other than termination for Good Reason, as such term is defined below, and other than for death or Disability (as such term is defined in Section 4.3.1 thereof), and (b) S&W fails to achieve the following milestones on or before the Milestone Date: (i) develop a minimum of 10 Smart TV applications, and (ii) API integration with a minimum of two platforms, then all outstanding principal amounts due by Maker under this Note shall be cancelled and forgiven without any further action by either party.

5. Default . The occurrence of any of the following shall constitute an event of default (“ Event of Default ”):

	a.	Failure to Pay . Maker fails to pay, when due, any of the obligations provided for in this Note at their due date or under any other note or obligations of Maker to the Payee;

	b.	Denominated Events . The occurrence of any event expressly denominated as an Event of Default in this Note;

	c.	Failure to Perform . Maker fails to perform or observe any material covenant, term or condition of this Note, the Agreement or any other note or obligation issued or owing in respect to Payee and to be performed or observed by Maker, and such failure continues unremedied for a period of ten (10) days after written or facsimile notice from Payee to Maker of such failure; or the Note and/or Agreement shall cease to be, or shall be asserted by Maker not to be a, legal, valid and binding obligation of Maker, enforceable in accordance with its terms;

	d.	Breach of Representation . Any representation, warranty or certificate made or furnished by or on behalf of Maker in writing pursuant to this Note or the Agreement, including, but not limited to, the representations or warranties made by Maker in Section 5 of the Agreement, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished and such breach continues unremedied for a period of ten (10) days after written or facsimile notice from Payee to Maker of such breach;

	e.	Petition By or Against Maker . (a) There is filed by or against Maker any petition or complaint with respect to its own financial condition under any state or federal bankruptcy law or any amendment thereto (including, without limitation, a petition or reorganization, arrangement or extension of debts) or under any other similar or insolvency laws providing for the relief of debtors; (b) Maker is unable, or admits in writing its inability, to pay its debts generally as they mature; (c) Maker makes a general assignment for the benefit of its creditors; or (g) takes any action for the purpose of effecting any of the foregoing; or

	f.	Appointment of Receiver . A receiver, trustee, conservator or liquidator is appointed for Maker, or for all or a substantial part of its assets, or Maker shall be adjudicated bankrupt or in need of any relief provided to debtors by any court.

6. Remedies .

Acceleration . Upon the occurrence of an Event of Default and for so long as such default is continuing:

	i.	The total amount of (a) this Note and all other sums owing to Payee which are (i) then due and unpaid or (ii) thereafter to become due and payable; and (b) interest on the foregoing sums, at the rate of one and one-half percent (1 ½%) per month, but not greater than the highest rate permitted by law, from said occurrence until paid in full (collectively, the “ Default Amount ”) shall, when such Default Amounts is declared due and payable by Payee, become immediately due and payable without presentment, protest, demand, or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Agreement to the contrary notwithstanding; and

	ii.	Payee may exercise any of the other remedies provided under applicable laws.

	7.	Cumulative Remedies; Waivers . No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Payee at law or in equity. No express or implied waiver by Payee of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Payee in exercising any rights granted it hereunder or under any occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Payee shall not exhaust the same or constitute a waiver of any other right provided herein.

	8.	Costs and Expenses . Maker shall be liable for all costs, charges and expenses incurred by Payee by reason of the occurrence of any Event of Default, an action is institute to collect this Note, or the exercise of Payee’s remedies with respect thereto, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with respect thereto, and Maker hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

	9.	Other Remedies . The remedies granted to Payee herein upon an Event of Default are not restrictive of any and all other rights and remedies of Payee provided for by this Note, the Agreement, or any of the relevant documents and applicable law, either by suit in equity or by action at law, or both.

	10.	Offset . The parties acknowledge that this Note is subject to further offset and adjustment as provided under the Agreement.

	11.	Miscellaneous .

	a.	Waivers . No waiver of any term or condition of this Note shall be construed to be a waiver of any succeeding breach of the same term or condition. No failure or delay of Payee to exercise any power hereunder, or it insists upon strict compliance by Maker of any obligations hereunder, and no custom or other practice at variance with the terms hereof shall constitute a waiver of the right of Payee to demand exact compliance with such terms.

	b.	Invalid Terms . In the event any provision contained in this Note shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

	c.	Successors . This Note shall be binding upon Maker, its legal representatives, successors and assigns, and inure to the benefit of Payee, its legal representatives, successors and assigns.

	d.	Controlling Law . This Note shall be read, construed and governed in all respects in accordance with the laws of the State of Florida. The Payee expressly and irrevocably: (1) agree that any legal suit, action or proceeding arising out of or relating to this Note will be instituted exclusively in United States District Court for the Southern District of Florida, West Palm Beach, Florida; (2) waive any objection they may have now or hereafter to the venue of any such suit, action or proceeding; and (3) consent to the in personam jurisdiction of United States District Court for the Southern District of Florida, West Palm Beach, Florida in any such suit, action or proceeding. The Payee further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the United States District Court for the Southern District of Florida, West Palm Beach, Florida and agrees that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding.

	e.	Amendments . This Note and the Agreement embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and the terms set forth in this Note and the Agreement supersede all prior agreements, arrangements, understandings and undertakings, written or oral, relating to the subject matter hereof, if any. This Note may be amended only by an instrument in writing and executed by Maker and Payee.

	f.	This Note may be executed in any number of counterparts, each of which will be deemed to be original and all of which together will constitute a single agreement.

	g.	Upon receipt by Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to Maker (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), Maker will make and deliver in lieu of such Note a new Note of like tenor.

	12.	Notices . All notices, request, demands and other communications required or permitted to be given hereunder shall be sufficiently given if addressed to the addresses as set forth in the Agreement, posted in the U.S. Mail by certified or registered mail, return receipt requested or by overnight mail, including appropriate receipts. Any party may change said address by giving the other party hereto notice of such change of address. Notice given as hereinabove prescribed shall be deemed given on the date of its deposit in the U.S. Mail or with the overnight delivery service.

	13.	Headings . All section and subsection headings herein, wherever they appear, are for convenience only and shall not affect the construction of any terms herein.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF , the undersigned has caused this Note to be executed by its duly authorized officer and its seal affixed hereto, as of the day and year first above written.

	Bright Mountain Media, Inc.

	By:	/s/ W. Kip Speyer
		W. Kip Speyer, Chief Executive Officer

Acknowledged and agreed to:

/s/ Nadav Slutzky
Payee

Exhibit 10.3

PROMISSORY NOTE

Boca Raton, FL
August 15, 2019	$185,625.00

FOR VALUE RECEIVED , the undersigned, Bright Mountain Media, Inc ., a Florida corporation (the “ Maker ”), having a business address at 6400 Congress Avenue, Suite 2050, Boca Raton, FL 33487 hereby promises to pay to the order of Eli Desatnik, an individual (the “ Payee ” or the “ Holder ”) having a business address at Yitskhak Rabin St 20 A , Holon, 5845120, Israel in lawful money of the United States of America the principal amount of One Hundred and Eighty Five Thousand, Six Hundred and Twenty Five dollars ($185,625.00). This Promissory Note (the “ Note ”) is one of a series of notes issued pursuant to the terms and conditions of that certain Share Exchange Agreement and Plan of Merger dated July 31, 2019 by and among the Maker, Merger Sub, Slutzky & Winshman, Ltd. (“ S&W ”), and the shareholders of S&W (the “ Agreement ”). All terms not otherwise defined herein shall have the same meaning as in the Agreement.

1. Interest . Subject to the provisions of Section 6 hereof, this Note shall be interest free.

2. Principal; Payment . Subject to the provisions of Section 4 hereof, the principal amount of this Note shall be payable by Maker in lawful tender of the United States as follows:

a. $92,813.00 shall be paid on or before August 15, 2020 (the “ Milestone Date ”); and

b. the remaining $92,812.00 shall be paid on or before August 15, 2021.

All payments of principal shall be made in U.S. Dollars to the Payee at the address set forth in the Agreement.

3. Prepayment . From and after the date hereof, Maker shall have the option to prepay, in whole or in part, the principal balance of this Note. There is no prepayment penalty.

4. Forgiveness of Note . In the event: S&W fails to achieve the following milestones on or before the Milestone Date: (i) develop a minimum of 10 Smart TV applications, and (ii) API integration with a minimum of two platforms, then all outstanding principal amounts due by Maker under this Note shall be cancelled and forgiven without any further action by either party.

5. Default . The occurrence of any of the following shall constitute an event of default (“ Event of Default ”):

Failure to Pay . Maker fails to pay, when due, any of the obligations provided for in this Note at their due date or under any other note or obligations of Maker to the Payee;

	b.	Denominated Events . The occurrence of any event expressly denominated as an Event of Default in this Note;

	c.	Failure to Perform . Maker fails to perform or observe any material covenant, term or condition of this Note, the Agreement or any other note or obligation issued or owing in respect to Payee and to be performed or observed by Maker, and such failure continues unremedied for a period of ten (10) days after written or facsimile notice from Payee to Maker of such failure; or the Note and/or Agreement shall cease to be, or shall be asserted by Maker not to be a, legal, valid and binding obligation of Maker, enforceable in accordance with its terms;

	d.	Breach of Representation . Any representation, warranty or certificate made or furnished by or on behalf of Maker in writing pursuant to this Note or the Agreement, including, but not limited to, the representations or warranties made by Maker in Section 5 of the Agreement, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished and such breach continues unremedied for a period of ten (10) days after written or facsimile notice from Payee to Maker of such breach;

	e.	Petition By or Against Maker . (a) There is filed by or against Maker any petition or complaint with respect to its own financial condition under any state or federal bankruptcy law or any amendment thereto (including, without limitation, a petition or reorganization, arrangement or extension of debts) or under any other similar or insolvency laws providing for the relief of debtors; (b) Maker is unable, or admits in writing its inability, to pay its debts generally as they mature; (c) Maker makes a general assignment for the benefit of its creditors; or (g) takes any action for the purpose of effecting any of the foregoing; or

	f.	Appointment of Receiver . A receiver, trustee, conservator or liquidator is appointed for Maker, or for all or a substantial part of its assets, or Maker shall be adjudicated bankrupt or in need of any relief provided to debtors by any court.

6. Remedies .

Acceleration . Upon the occurrence of an Event of Default and for so long as such default is continuing:

The total amount of (a) this Note and all other sums owing to Payee which are (i) then due and unpaid or (ii) thereafter to become due and payable; and (b) interest on the foregoing sums, at the rate of one and one-half percent (1 ½%) per month, but not greater than the highest rate permitted by law, from said occurrence until paid in full (collectively, the “ Default Amount ”) shall, when such Default Amounts is declared due and payable by Payee, become immediately due and payable without presentment, protest, demand, or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Agreement to the contrary notwithstanding; and

ii.

Payee may exercise any of the other remedies provided under applicable laws.

	7.	Cumulative Remedies; Waivers . No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Payee at law or in equity. No express or implied waiver by Payee of any default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent default or Event of Default. The failure or delay of Payee in exercising any rights granted it hereunder or under any occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or recurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Payee shall not exhaust the same or constitute a waiver of any other right provided herein.

	8.	Costs and Expenses . Maker shall be liable for all costs, charges and expenses incurred by Payee by reason of the occurrence of any Event of Default, an action is institute to collect this Note, or the exercise of Payee’s remedies with respect thereto, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with respect thereto, and Maker hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

	9.	Other Remedies . The remedies granted to Payee herein upon an Event of Default are not restrictive of any and all other rights and remedies of Payee provided for by this Note, the Agreement, or any of the relevant documents and applicable law, either by suit in equity or by action at law, or both.

	10.	Offset . The parties acknowledge that this Note is subject to further offset and adjustment as provided under the Agreement.

	11.	Miscellaneous .

	a.	Waivers . No waiver of any term or condition of this Note shall be construed to be a waiver of any succeeding breach of the same term or condition. No failure or delay of Payee to exercise any power hereunder, or it insists upon strict compliance by Maker of any obligations hereunder, and no custom or other practice at variance with the terms hereof shall constitute a waiver of the right of Payee to demand exact compliance with such terms.

	b.	Invalid Terms . In the event any provision contained in this Note shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

	c.	Successors . This Note shall be binding upon Maker, its legal representatives, successors and assigns, and inure to the benefit of Payee, its legal representatives, successors and assigns.

	d.	Controlling Law . This Note shall be read, construed and governed in all respects in accordance with the laws of the State of Florida. The Payee expressly and irrevocably: (1) agree that any legal suit, action or proceeding arising out of or relating to this Note will be instituted exclusively in United States District Court for the Southern District of Florida, West Palm Beach, Florida; (2) waive any objection they may have now or hereafter to the venue of any such suit, action or proceeding; and (3) consent to the in personam jurisdiction of United States District Court for the Southern District of Florida, West Palm Beach, Florida in any such suit, action or proceeding. The Payee further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the United States District Court for the Southern District of Florida, West Palm Beach, Florida and agrees that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding.

Amendments . This Note and the Agreement embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and the terms set forth in this Note and the Agreement supersede all prior agreements, arrangements, understandings and undertakings, written or oral, relating to the subject matter hereof, if any. This Note may be amended only by an instrument in writing and executed by Maker and Payee.

	f.	This Note may be executed in any number of counterparts, each of which will be deemed to be original and all of which together will constitute a single agreement.

	g.	Upon receipt by Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to Maker (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), Maker will make and deliver in lieu of such Note a new Note of like tenor.

	12.	Notices . All notices, request, demands and other communications required or permitted to be given hereunder shall be sufficiently given if addressed to the addresses as set forth in the Agreement, posted in the U.S. Mail by certified or registered mail, return receipt requested or by overnight mail, including appropriate receipts. Any party may change said address by giving the other party hereto notice of such change of address. Notice given as hereinabove prescribed shall be deemed given on the date of its deposit in the U.S. Mail or with the overnight delivery service.

	13.	Headings . All section and subsection headings herein, wherever they appear, are for convenience only and shall not affect the construction of any terms herein.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF , the undersigned has caused this Note to be executed by its duly authorized officer and its seal affixed hereto, as of the day and year first above written.

	Bright Mountain Media, Inc.

	By:	/s/ W. Kip Speyer
		W. Kip Speyer, Chief Executive Officer

Acknowledged and agreed to:

/s/ Eli Desatnik
Payee

Exhibit 10.4

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the “ Agreement ”) is dated as of August 15, 2019 (the “ Closing Date ”), by and among Bright Mountain Media, Inc., a Florida corporation (the “ Buyer ”), the shareholders (the “ Shareholders ”) of Slutzky & Winshman, Ltd., an Israeli corporation (“ S&W ”), and Pearlman Law Group LLP, a Florida limited liability partnership, as escrow agent (the “ Escrow Agent ”). Capitalized terms used but not defined herein have the meaning afforded to them in the Share Exchange Agreement (defined below).

WHEREAS , on July 31, 2019 the Buyer, Bright Mountain Israel Acquisition Ltd., an Israeli company (in formation) and wholly-owned subsidiary of the Buyer (the “ Merger Sub ”), S&W and the Shareholders entered into that certain Share Exchange Agreement and Plan of Merger (the “ Share Exchange Agreement ”), pursuant to which the Shareholders agreed to transfer to the Buyer all of the issued and outstanding Ordinary Shares of S&W in exchange for the Purchase Price;

WHEREAS , in connection with the transactions contemplated by the Share Exchange Agreement, including, without limitation, pursuant to Section 2.1 of the Share Exchange Agreement, the Shareholders agreed to deposit the Escrow Share Amount into escrow pending release pursuant to the terms of the Share Exchange Agreement;

WHEREAS , the parties to the Share Exchange Agreement have determined that all conditions precedent to the Closing have been satisfied; and

WHEREAS , the Buyer and the Shareholders desire that the Escrow Agent accept the Escrow Share Amount plus any and all dividends and distributions thereon (the “ Escrow Property ”), in escrow, to be held and disbursed as hereinafter provided.

IT IS AGREED :

1. Appointment of Escrow Agent . The Buyer and the Shareholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

2. Escrow .

(a) Deposit of Ordinary Shares on Closing . On or before the date hereof, the Shareholders shall deliver certificates representing the Ordinary Shares (accompanied by appropriate stock power and certificate of cancellation) to be deposited with the Escrow Agent, which, by virtue of the Merger and without any action on the part of the Shareholders, shall be released to the Buyer at the Effective Time. Prior to the Effective Time the Buyer shall have the right to vote the Ordinary Shares. In the Event there is no Effective Time, the Escrow Agent shall disburse the Ordinary Shares pursuant to written instructions by the Shareholders and the Buyer.

(b) Deposit of Escrow Share Amount . On or before the date hereof, the Buyer shall deliver to the Escrow Agent certificates representing the Escrow Share Amount in such names and amounts as set forth on Schedule A of the Share Exchange Agreement, to be held and disbursed subject to the terms and conditions of this Agreement. If it becomes known to the Shareholders or Buyer that any information set forth in Schedule A of the Share Exchange Agreement has changed for any reason, then Buyer and the Shareholders shall deliver a revised version of such Schedule A to the Escrow Agent setting forth the correct then current information and the effective date of the revised Schedule A. In addition to the legends set forth in the Share Exchange Agreement, the certificates representing the Escrow Share Amount shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN ESCROW AGREEMENT DATED AUGUST 15, 2019 BY AND BETWEEN BRIGHT MOUNTAIN MEDIA, INC., THE SHAREHOLDER AND THE ESCROW AGENT NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF BRIGHT MOUNTAIN MEDIA, INC.”

3. Disposition of Escrow Property . The Escrow Agent will hold the Escrow Property in escrow until authorized hereunder to release and deliver the Escrow Property as follows:

(a) Release of Escrow Share Amount to the Buyer . From time to time during

(i) Distribution of AR Collection Shortfall . Promptly following the Determination Date, the Escrow Agent shall receive written instruction (the “ AR Release Instructions ”) signed on behalf of Buyer and the Shareholders stating that there has been a final determination with respect to the S&W Closing AR and any AR Collection Shortfall pursuant to Section 6.13 of the Share Exchange Agreement (including following resolution of a dispute, if any, pursuant to Section 6.13(b) thereof) (the “ Final AR Collection Shortfall ”), and such Final AR Collection Shortfall shall be released from the Escrow Account and transferred to Buyer, and on such date the remaining amount of Escrow Property in the Escrow Account attributed to the S&W Closing AR shall be released and delivered to the Shareholders.

(ii) Claims for Indemnification by Buyer Indemnitees. At the time of delivery by any Indemnified Party of a written notice to the Shareholders pursuant to Section 9.6 of the Share Exchange Agreement (the “ Indemnification Notice ”), a duplicate copy of such Indemnification Notice shall be delivered to the Escrow Agent by Buyer (on behalf of itself or any other Indemnified Party) and for a period of 30 days after such delivery to the Shareholders of such Indemnification Notice, the Escrow Agent shall make no delivery of Escrow Property in connection with the claim identified in such applicable Indemnification Notice pursuant to this Section 3 unless the Escrow Agent shall have received written request from the Shareholders (the “ Indemnification Release Instructions ” and each such Indemnification Release Instructions and AR Release Instructions, the “ Release Instructions ”) to release any portion of the Escrow Share Amount to the Buyer in accordance with Section 9 of the Share Exchange Agreement specifying the number of Escrow Share Amount to be so released (the “ Approved Amount ”). Upon receipt of the Indemnification Release Instructions, the Escrow Agent shall promptly, without any further notice, action or deed, release and deliver the Approved Amounts to the Buyer out of each Shareholder’s portion of the Escrow Share Amount then in the Escrow Account in proportion to such Shareholder’s Pro Rata Share (in proportions reflecting the total amount of the Escrow Share Amount then held in the Escrow Account on behalf of such Shareholder), but no more than such Shareholder’s Pro Rata Share of such Approved Amount. After the expiration of such 30-day period, the Escrow Agent shall make delivery of an amount of Escrow Share Amount from the Escrow Account, equal to any Losses corresponding to such claim or claims, calculated in accordance with Section 9.5 of the Share Exchange Agreement and as set forth in such Indemnification Notice under the heading “Escrow Agent Release Portion” in such Indemnification Notice; provided , however , that no such delivery by the Escrow Agent may be made if and to the extent any of the Shareholders has objected in a writing to any claim or claims made in the Indemnification Notice, or otherwise, deliver a Dispute Notice pursuant to Section 3(c) below, and such written notice shall have been delivered to Buyer prior to the expiration of such 30-day period (with a copy to the Escrow Agent). For the avoidance of doubt, and notwithstanding anything herein to the contrary, if a Loss identified in any Indemnification Notice arises out of an Indemnifiable Matter that is solely attributable to a breach or failure of a specific Shareholder(s) or the fraud of a specific Shareholder(s) or the actual knowledge of the fraud of S&W by a specific Shareholder(s), then (i) the Escrow Agent shall only release Escrow Share Amount to Buyer from such Shareholder(s) Pro Rata Share of the Escrow Share Amount then held in the Escrow Account on behalf of such Shareholder(s) (in proportions reflecting the total amount of Escrow Share Amount then held in escrow on behalf of such Shareholder(s)), as set forth in the Approved Amount or under the Heading “Escrow Agent Release Portion” in the Indemnification Notice, as applicable and (ii) the Buyer and Shareholders shall update Schedule A to the Share Exchange Agreement in accordance with Section 2 hereof to reflect the adjustment to the Pro Rata Share of the Escrow Share Amount held on behalf of such Shareholder(s).

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(iii) If the Indemnification Release Instructions is for a number of Escrow Share Amount which is less than all of the Escrow Share Amount then representing the Escrow Property, the Escrow Agent shall promptly deliver the stock certificate(s) representing the Escrow Property to the Buyer’s transfer agent with instructions to cancel such number of Escrow Share Amount as shall be specified in the Indemnification Release Instructions and return stock certificates to the Escrow Agent representing any remaining Escrow Property, which such remaining Escrow Share Amount shall remain part of the Escrow Property.

(b) Termination of Escrow . The escrow created hereunder shall terminate without any further notice, action or deed, upon the earlier to occur of (i) the release of all Escrow Share Amount to the Buyer pursuant to Section 3(a) above, or (ii) twenty-four (24) months following the Closing Date (each, a “ Termination Date ”). To the extent any Escrow Property continues to be held by the Escrow Agent following the Termination Date, such Escrow Property, if any, shall promptly be, but in any event within two (2) Business Days thereafter, delivered to the Shareholders automatically without the need of a Release Instructions.

(c) Disposition Dispute . If either the Buyer or any of the Shareholders believe that the Escrow Property should not be released by the Escrow Agent at the Termination Date pursuant to a notice given under this Agreement prior to the Termination Date, then such party shall deliver written notice thereof to the Escrow Agent and the other parties to this Agreement prior to such release (a “ Dispute Notice ”) (with the failure to timely deliver such notice waiving any right to challenge the release of the Escrow Property). If a Dispute Notice is delivered in connection with a delivery of any Indemnification Notice, the Indemnified Parties and the Shareholders shall attempt in good faith, for 45 days after receipt of such Dispute Notice, to resolve such dispute. If the Indemnified Parties and the Shareholders shall so agree, they shall, within 30 days of such agreement, prepare and sign a joint written instruction, delivered in accordance with Section 6.5 below, to the Escrow Agent, setting forth under the heading “Escrow Agent Release Portion”, the amount of Escrow Share Amount, if any, to be released from the Escrow Account by the Escrow Agent which amounts shall be in proportion to each Shareholder’s Pro Rata Share (in proportions reflecting the total amount of the Escrow Share Amount then held in the Escrow Account on behalf of each Shareholder but no more than such Shareholder’s Pro Rata Share of the amount of the Escrow Agent Release Portion as set forth in the Indemnification Notice). If no such agreement can be reached during the 45-day period of good faith negotiation, then, upon the expiration of such 45-day period or otherwise if the Dispute Notice is delivered in connection with Section 3(a)(i) above, the Escrow Agent may take one of the following actions, in its sole and absolute discretion: (i) deposit the Escrow Property with the clerk of a court of competent jurisdiction, provided, that upon the deposit by the Escrow Agent of the Escrow Property with such clerk, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder; (ii) file a suit in interpleader in such court and obtain an order from such court requiring all parties involved to litigate in such court their respective claims arising out of or in connection with the Escrow Property; (iii) continue to hold the Escrow Property until direction to release the Escrow Property by the final, non-appealable judgment of a court of competent jurisdiction or by mutual written agreement of the Buyer and the Shareholders; or (iv) deliver the Escrow Property to a successor escrow agent mutually selected by the Buyer and the Shareholders; provided that the Buyer and the Shareholders release the Escrow Agent from all further liability with respect to the Escrow Property. In each case of subsection (ii) or (iii) above, the Escrow Agent shall be entitled to act in accordance with any decision of such court of competent jurisdiction upon any award rendered pursuant to the provisions of Section 9 of the Share Exchange Agreement. In the event that any such controversy arises hereunder pursuant to which the Escrow Agent may take the aforementioned actions the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Property.

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(d) No Discretionary Authority . The Escrow Agent has no discretion with respect to, or duty to make any determination as to, whether a Dispute Notice is properly given, nor is the Escrow Agent required to review or evaluate, or be subject to, the Share Exchange Agreement any other Transaction Document or any other underlying agreement. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Property in accordance with this Section 3 .

4. Rights of the Shareholders in Escrow Share Amount .

4.1 Voting and Other Shareholder Rights . A Shareholder shall not have any voting rights or any other rights as a shareholder of the Buyer with respect to the Escrow Share Amount until such time as they are delivered to the Shareholder in accordance with Section 3 .

4.2 Dividends or Other Distributions in Respect of the Escrow Share Amount; Adjustments in Number of Escrow Share Amount . During the Escrow Period any dividends or distributions payable in cash or non-cash property (including capital stock of the Buyer) shall be paid with respect to the Escrow Share Amount and held as Escrow Property to be released pari passu with the Escrow Share Amount in accordance with Section 3(a) and Section 3(b) above. The number of Escrow Share Amount will be adjusted to reflect any split, reverse split, reclassification or other adjustment to the common stock of the Buyer in the same manner as the number of issued and outstanding shares of the common stock are adjusted to reflect any such event.

4.3 Restrictions on Transfer and Redemption . During the Escrow Period, no sale, transfer or other disposition may be made of any of the Escrow Share Amount by the Buyer or a Shareholder. During the Escrow Period, the Buyer shall not be permitted to redeem, substitute or replace the Escrow Share Amount without the Shareholders’ prior written consent. During the Escrow Period, the Escrow Share Amount will be reflected on the books and records of the Buyer as issued and outstanding shares.

5. Concerning the Escrow Agent .

5.1 Good Faith Reliance . The Escrow Agent shall not be liable for any action taken or omitted by it in good faith. The Escrow Agent shall be entitled to consult with external counsel of its own reasonable selection and the opinion of such counsel shall be full and complete authorization and protection to the Escrow Agent in respect of any action taken or omitted by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. The Escrow Agent may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including internal or external counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. It is understood and acknowledged that certain notices given by the Buyer hereunder may be prepared by the Escrow Agent when acting in its capacity as counsel to the Buyer, and that fact shall not undermine the validity of any such notice or the Escrow Agent’s ability to rely thereon.

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5.2 Duties Limited . The Escrow Agent: (i) is not responsible for the performance by the Buyer or the Shareholders of this Agreement or any of the other Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for holding the Escrow Property in escrow pending release thereof in accordance with Section 3 ; and (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole and absolute discretion. The duties and obligations of the Escrow Agent shall be limited to and determined solely by the express provisions of this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent’s duties hereunder are purely ministerial and the Escrow Agent is not acting as a fiduciary to the Buyer or the Shareholders. The Escrow Agent is not bound by and is under no duty to inquire into the terms or validity of any other agreements or documents, including any agreements which may be related to, referred to in or deposited with the Escrow Agent in connection with this Escrow Agreement, notwithstanding that the Escrow Agent has acted as counsel to the Buyer in connection with the subject matter thereof.

5.3 Indemnification . The Escrow Agent shall be indemnified and held harmless severally and not jointly by the Buyer and the Shareholders from and against any expenses, including counsel fees and disbursements, or loss reasonably incurred by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Property held by it hereunder solely as a result of its function as Escrow Agent, and not as it relates to its function of Buyer’s counsel. In no event shall Escrow Agent be liable for special, indirect, consequential, or punitive damages, or damages for lost profits solely as a result of its function as Escrow Agent, and not as it relates to its function as Buyer’s counsel; provided , however , that no indemnity need be paid to the extent such liability, costs or expenses are determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence, fraud or willful misconduct or actions of the Escrow Agent taken in bad faith. In the event of the receipt of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent, in its sole and absolute discretion, may take the actions set forth in Section 3(c) hereof with respect to the Escrow Property. The provisions of this Section 5.3 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.6 or 5.7 below. The Escrow Agent shall not incur any liability for not performing or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future Law or Governmental Entity or any act of God or war).

5.4 Fees and Expenses . The Buyer shall be liable for and shall pay all of the Escrow Agent’s out of pocket expenses incurred by Escrow Agent in the performance of its duties hereunder. The out of pocket expenses shall be paid to the Escrow Agent from time to time at its request.

5.5 Further Assurances . From time to time on and after the date hereof, the Buyer and the Shareholders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder, but at no additional expense to the Shareholders.

5.6 Resignation . The Escrow Agent shall have the right at any time to resign for any reason or no reason at all and be discharged of its duties as Escrow Agent hereunder by giving written notice of its resignation to the parties hereto at least ten (10) calendar days prior to the date specified for such resignation to take effect. All obligations of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Property, for a period of ten (10) calendar days following the effective date of resignation, at which time:

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(i) if a successor escrow agent shall have been appointed and written notice thereof shall have been given to the resigning Escrow Agent by parties hereto and the successor escrow agent, then the resigning Escrow Agent shall deliver the Escrow Property to the successor escrow agent; or

(ii) if a successor escrow agent shall not have been appointed, for any reason whatsoever, the resigning Escrow Agent shall deliver the Escrow Property to a court of competent jurisdiction in the county in which the Escrow Property is then being held, and take all necessary steps to do so, and give written notice of the same to the parties hereto.

5.7 Discharge of Escrow Agent . The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time jointly by the Buyer and the Shareholders; provided , that any notice of discharge must (i) direct the disposition of the Escrow Property by Escrow Agent and (ii) include a full release of the Escrow Agent of all liability hereunder.

5.8 Conflicting Demands . In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Property which, in its sole and absolute discretion, are in conflict either with other instructions received by it as Escrow Agent or with any provision of this Escrow Agreement, the Escrow Agent shall have the absolute right to suspend all further performance under this Escrow Agreement (except for the safekeeping of the Escrow Property) until such uncertainty or conflicting instructions have been resolved to the Escrow Agent’s sole and absolute satisfaction in accordance with Section 3(c) hereof and provided that Escrow Agent has provided reasonable notice of this uncertainty and the suspension of its performance to the Buyer and the Shareholders; provided that if the Escrow Agent so suspends all or some portion of further performance under this Escrow Agreement because of any such uncertainty, then the Escrow Agent shall use its reasonable best efforts to resolve such uncertainty as soon as reasonably practicable possible so as to be able to resume such performance.

6. Miscellaneous .

6.1 Governing Law . This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of Florida, without regard to the conflicts of laws principles thereof.

6.2 Entire Agreement . This Agreement and the Share Exchange contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the Buyer, the Shareholders and the Escrow Agent.

6.3 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

6.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.

6.5 Notices . Any notice or other communication required or which may be given hereunder shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, or sent by facsimile or other electronic transmission (with confirmation of receipt), addressed as set forth in the Share Exchange Agreement.

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If to the Buyer:	6400 Congress Avenue
	Suite 2050
	Boca Raton, FL 33487
	Attention: W. Kip Speyer, Chief Executive Officer
	email: kip@brightmountainmedia.com

With a copy to:	Pearlman Law Group LLP
	200 S. Andrews Avenue
	Suite 901
	Fort Lauderdale, FL 33301
	Attention: Brian A. Pearlman, Esq.
	email: brian@pslawgroup.net

If to the Shareholders:	To the addresses set forth on Schedule A of the Share Exchange Agreement

If to the Escrow Agent:	Pearlman Law Group LLP
	200 S. Andrews Avenue
	Suite 901
	Fort Lauderdale, FL 33301
	Attention: Brian A. Pearlman, Esq.
	email: brian@pslawgroup.net

The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

6.6 Counterparts . This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by facsimile transmission, and together shall constitute one instrument.

6.7 No Conflict of Interest . The Buyer and the Shareholders (i) (A) acknowledge and agree that the Escrow Agent’s serving as escrow agent hereunder shall not constitute a conflict of interest despite the Escrow Agent’s contemporaneously serving as counsel to the Buyer in connection with the Share Exchange Agreement, this Agreement and the other Transaction Documents and any other matters, and shall not constitute a conflict of interest in connection with Escrow Agent’s representation of the Buyer in the future in any matter, (B) waives any conflict of interest resulting from the Escrow Agent’s contemporaneously serving as counsel to the Buyer in connection with the Share Exchange Agreement, this Agreement and the other Transaction Documents, and (ii) covenants and agrees not to assert a conflict of interest solely as a result of the Escrow Agent serving in such roles. The parties agree that the Escrow Agent may serve as counsel to the Buyer in connection with a dispute involving this Agreement or the Escrow Property; provided that the Escrow Agent shall promptly resign from its duties as Escrow Agent as provided for in Section 5.6 . The Buyer and the Shareholders acknowledge that the provisions of this Section 6.7 constitute a material inducement for the Escrow Agent to serve as escrow agent hereunder. The Buyer and the Shareholders further acknowledge and agree that they have selected the Escrow Agent in order to facilitate the consummation of the transactions contemplated by the Share Exchange Agreement and the retention of the Escrow Property in order to avoid the time, cost and expense of a third party serving as the escrow agent hereunder.

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WITNESS the execution of this Agreement as of the date first above written.

	Bright Mountain Media, Inc .

	By:	/s/ W. Kip Speyer
		W. Kip Speyer, Chief Executive Officer

	Shareholders

	/s/ Nadav Slutzky
	Nadav Slutzky

	/s/ Joey Winshman
	Joey Winshman

	/s/ Eli Desatnik
	Eli Desatnik

	Pearlman Law Group LLP, as Escrow Agent

	By:	/s/ Brian A. Pearlman
		Brian A. Pearlman, Esq., Partner

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Exhibit 10.5

CONVERTED RSU ESCROW AGREEMENT

THIS CONVERTED RSU ESCROW AGREEMENT (the “ Agreement ”) is dated as of August 15, 2019 (the “ Closing Date ”), by and among Bright Mountain Media, Inc., a Florida corporation (the “ Buyer ”), Slutzky & Winshman, Ltd., an Israeli corporation (“ S&W ”), the individuals listed in Schedule I attached hereto (the “ RSUs Holders ”), the shareholders of S&W (the “ Shareholders ”), and Pearlman Law Group LLP, a Florida limited liability partnership, as escrow agent (the “ Escrow Agent ”). Capitalized terms used but not defined herein have the meaning afforded to them in the Share Exchange Agreement (defined below).

WHEREAS , in connection with the transactions contemplated by the Share Exchange Agreement, pursuant to Section 2.5 of the Share Exchange Agreement upon the lapse of thirty (30) days from the filing by Buyer of the Israeli Sub-Plan with the ITA, or earlier (but in any event not prior to Closing) if permitted under applicable Law or pursuant to the Options Tax Ruling or Interim Tax Ruling, if obtained, all 3(i) Options shall be exchanged by the Buyer into restricted stock units on account of the Consideration Shares, under the Buyer’s Compensation Plans (including the Israeli Sub-Plan), in such numbers as set forth opposite to each RSUs Holder’s name under Schedule B of the Share Exchange Agreement (the “ Converted RSUs ”), which will have the same vesting schedule, be subject to the same continued employment conditions and issued at the same specific Tax route under which such 3(i) Options were granted by S&W;

WHEREAS , Upon the Effective Time, such 3(i) Options shall be deemed to have been cancelled against issuance of the Converted RSUs, without any further action of the Parties or the RSUs Holders;

WHEREAS , S&W and the RSUs Holders agreed to deposit the Converted RSUs into escrow pending release pursuant to the terms of the Share Exchange Agreement;

WHEREAS , the parties to the Share Exchange Agreement have determined that all conditions precedent to the Closing have been satisfied; and

WHEREAS , the Buyer, the RSUs Holders and S&W desire that the Escrow Agent accept the Converted RSUs, Consideration Shares underlying the vested Converted RSU, plus any and all dividends and distributions thereon (the “ Escrow Property ”), in escrow, to be held and disbursed as hereinafter provided.

IT IS AGREED :

1. Appointment of Escrow Agent . The Buyer, the RSUs Holders and S&W hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

2. Escrow . On or before the date hereof, the Buyer shall deliver to the Escrow Agent the RSU grant agreements to be entered between the Buyer and each of the RSUs Holders, and upon vesting of such Converted RSUs, certificates, in each case, representing the Converted RSUs granted under the RSUs Holders’ names, and in the amounts, as set forth on Schedule B of the Share Exchange Agreement, to be held and disbursed subject to the terms and conditions of this Agreement, the Share Exchange Agreement, the Buyers Compensation Plans (including the Israeli Sub-Plan), the 103K Tax Ruling (if applicable) and the RSU grant agreements to be entered between the Buyer and each of the RSUs Holders. In addition to the legends set forth in the Share Exchange Agreement, the certificates representing the Consideration Shares, underlying the vested Converted RSUs shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN ESCROW AGREEMENT DATED AUGUST 15, 2019 BY AND BETWEEN BRIGHT MOUNTAIN MEDIA, INC., SLUTZKY & WINSHMAN, LTD., THE RSUS HOLDERS, THE SHAREHOLDERS AND THE ESCROW AGENT NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF BRIGHT MOUNTAIN MEDIA, INC.”

3. Disposition of Escrow Property . The Escrow Agent will hold the Escrow Property in escrow until authorized hereunder to release and deliver the Escrow Property as follows:

(a) Release of Converted RSUs to the 103K Trustee on behalf of an RSUs Holder. From time to time during the Escrow Period (as defined below), the request to release of any Converted RSUs and/or Consideration Shares underlying the vested Converted RSUs to the 103K Trustee on behalf of an RSUs Holder in accordance with Section 2.5 of the Share Exchange Agreement and subject to the terms and conditions the Buyers Compensation Plans (including the Israeli Sub-Plan), 103K Tax Ruling (if applicable) and the RSU grant agreements to be entered between the Buyer and each of the RSUs Holders, shall be accompanied by written instructions signed jointly by the Buyer, the RSUs Holder and the Shareholders specifying the number of Converted RSUs and/or Consideration Shares underlying the vested Converted RSU to be so released (the “ RSUs Holder Release Instructions ”). Upon receipt of the RSUs Holder Release Instructions, the Escrow Agent shall promptly, without any further notice, action or deed, release and deliver such number of Converted RSUs and/or Consideration Shares underlying the vested Converted RSU to the 103K Trustee on behalf of such RSUs Holder. Any Consideration Shares issuable in connection with any Converted RSUs, which are not vested in accordance with their terms, following the applicable RSUs Holders’ termination of engagement with S&W or any Affiliate thereof (collectively “ Termination of Engagement ”), shall, as soon as practicable following such Termination of Engagement, be redistributed by Buyer to the 103K Trustee on behalf of the Shareholders in accordance with the Shareholders’ Pro Rata Share and such number of Consideration Shares shall be released and delivered by the Escrow Agent to the 103K Trustee on behalf of the Shareholders by written instructions signed by the Shareholders, with a copy to the Buyer (the “ Shareholders Release Instructions ” and together with the RSUs Holder Release Instructions, the “ Release Instructions ”), without any further notice, action or deed.

(b) Termination of Escrow . The escrow created hereunder shall terminate without any further notice, action or deed, upon the earlier to occur of (i) the release of all Converted RSUs and/or Consideration Shares underlying the vested Converted RSU to the 103K Trustee on behalf of the RSUs holders and/or redistribution and release to the 103K Trustee on behalf of the Shareholders, or (ii) twenty-four (24) months following the date on which all Converted RSUs have become vested in accordance with their terms (the “ Termination Date ”). To the extent any Escrow Property continues to be held by the Escrow Agent following the Termination Date, such Escrow Property, if any, shall be delivered to the 103K Trustee on behalf of the applicable RSUs Holder, or if a Termination of Engagement has occurred in connection with such RSUs Holder, to the 103K Trustee on behalf of the Shareholders (in accordance with the Shareholders’ Pro Rata Share), automatically without the need of a Release Instructions.

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(c) Disposition Dispute . If either the Buyer, an RSUs Holder, a Shareholder, or S&W believe that the Escrow Property should not be released by the Escrow Agent at the Termination Date, or pursuant to a notice given under this Agreement prior to the Termination Date, then such party shall deliver written notice thereof to the Escrow Agent and the other parties to this Agreement prior to such release (with the failure to timely deliver such notice waiving any right to challenge the release of the Escrow Property). Upon receipt of such notice, the Escrow Agent may take one of the following actions, in its sole and absolute discretion: (i) deposit the Escrow Property with the clerk of a court of competent jurisdiction, provided, that upon the deposit by the Escrow Agent of the Escrow Property with such clerk, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder; (ii) file a suit in interpleader in such court and obtain an order from such court requiring all parties involved to litigate in such court their respective claims arising out of or in connection with the Escrow Property; (iii) continue to hold the Escrow Property until direction to release the Escrow Property by the final, non-appealable judgment of a court of competent jurisdiction or by mutual written agreement of the Buyer, S&W, the Shareholders and the applicable RSUs Holder; or (iv) deliver the Escrow Property to a successor escrow agent mutually selected by the Buyer, the Shareholders and S&W; provided that the parties hereof release the Escrow Agent from all further liability with respect to the Escrow Property. In the event that any such controversy arises hereunder pursuant to which the Escrow Agent may take the aforementioned actions the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Property.

(d) No Discretionary Authority . The Escrow Agent has no discretion with respect to, or duty to make any determination as to, whether a notice is properly given, nor is the Escrow Agent required to review or evaluate, or be subject to, the Share Exchange Agreement any other Transaction Document or any other underlying agreement. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Property in accordance with this Section 3 .

4. Rights of the RSUs Holders in Converted RSUs .

4.1 Voting and Other Shareholder Rights . An RSUs Holder (and Shareholder) shall not have any voting rights or any other rights as a shareholder of the Buyer with respect to the Converted RSUs and/or Consideration Shares underlying the vested Converted RSU, until such time as they are delivered to the 103K Trustee on behalf of the RSUs Holder (or transferred to the 103K Trustee on behalf of a Shareholder) in accordance with Section 3 .

4.2 Dividends or Other Distributions in Respect of the Converted RSUs; Adjustments in Number of Converted RSUs . For so long as the Consideration Shares underlying the vested Converted RSUs are held by the Escrow Agent (the “ Escrow Period ”), any dividends or distributions payable in cash or non-cash property (including capital stock of the Buyer) shall be paid with respect to the Consideration Shares underlying the vested Converted RSUs and held as Escrow Property to be released pari passu with the Consideration Shares underlying the vested Converted RSUs in accordance with Section 3 above. The number of Converted RSUs and/or Consideration Shares underlying the vested Converted RSUs, will be adjusted to reflect any split, reverse split, reclassification or other adjustment to the common stock of the Buyer in the same manner as the number of issued and outstanding shares of the common stock are adjusted to reflect any such event.

4.3 Restrictions on Transfer and Redemption . During the Escrow Period, no sale, transfer or other disposition may be made of any of the Converted RSUs and/or Consideration Shares underlying the vested Converted RSUs, by the Buyer or an RSUs Holder. During the Escrow Period, the Buyer shall not be permitted to redeem, substitute or replace the Converted RSUs without the RSUs Holders’ prior written consent or as provided under the Buyers Compensation Plans (including Israeli Sub-Plan). During the Escrow Period, the Converted RSUs will be reflected on the books and records of the Buyer as issued and outstanding shares.

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5. Concerning the Escrow Agent .

5.3 Indemnification . The Escrow Agent shall be indemnified and held harmless severally and not jointly by the Buyer, S&W and the RSUs Holders from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Property held by it hereunder solely as a result of its function as Escrow Agent, and not as it relates to its function of Buyer’s counsel. In no event shall Escrow Agent be liable for special, indirect, consequential, or punitive damages, or damages for lost profits solely as a result of its function as Escrow Agent, and not as it relates to its function as Buyer’s counsel. In the event of the receipt of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent, in its sole and absolute discretion, may take the actions set forth in Section 3(c) hereof with respect to the Escrow Property. The provisions of this Section 5.3 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.6 or 5.7 below. The Escrow Agent shall not incur any liability for not performing or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future Law or Governmental Entity or any act of God or war).

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5.7 Discharge of Escrow Agent . The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time jointly by the Buyer, the Shareholders and S&W; provided , that any notice of discharge must (i) direct the disposition of the Escrow Property by Escrow Agent and (ii) include a full release of the Escrow Agent of all liability hereunder.

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6. Miscellaneous .

6.2 Entire Agreement . This Agreement and the Share Exchange Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the Buyer, S&W, the Shareholders, the RSUs Holders and the Escrow Agent.

6.3 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

6.4 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.

If to the Buyer:	6400 Congress Avenue
	Suite 2050
	Boca Raton, FL 33431
	Attention: W. Kip Speyer, Chief Executive Officer
	email: kip@brightmountainmedia.com

With a copy to:	Pearlman Law Group LLP
	200 S. Andrews Avenue
	Suite 901
	Fort Lauderdale, FL 33301
	Attention: Brian A. Pearlman, Esq.
	email: brian@pslawgroup.net

If to S&W:	Slutzky & Winshman Ltd.
	4 Ha’Sadnaot Street
	Tel-Aviv, Israel 46728
	Attention: Joey Winshman
	Email: joey@snw.media
	Slutzky & Winshman Ltd.

with a copy to:	H-F & Co. Rubenstein House – 7th Floor 20 Lincoln Street Tel-Aviv, Israel 6713412 Attention: Nitzan Hirsch-Falk, Adv.

If to the Shareholders:	To the addresses set forth on Schedule A of the Share Exchange Agreement.

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If to the RSUs Holders:	To the address set forth in Schedule I attached hereto.

If to the Escrow Agent:	Pearlman Law Group LLP
	200 S. Andrews Avenue
	Suite 901
	Fort Lauderdale, FL 33301
	Attention: Brian A. Pearlman, Esq.
	email: brian@pslawgroup.net

6.7 No Conflict of Interest . The parties hereof (i) (A) acknowledge and agree that the Escrow Agent’s serving as escrow agent hereunder shall not constitute a conflict of interest despite the Escrow Agent’s contemporaneously serving as counsel to the Buyer in connection with the Share Exchange Agreement, this Agreement and the other Transaction Documents and any other matters, and shall not constitute a conflict of interest in connection with Escrow Agent’s representation of the Buyer in the future in any matter, (B) waives any conflict of interest resulting from the Escrow Agent’s contemporaneously serving as counsel to the Buyer in connection with the Share Exchange Agreement, this Agreement and the other Transaction Documents, and (ii) covenants and agrees not to assert a conflict of interest solely as a result of the Escrow Agent serving in such roles. The parties agree that the Escrow Agent may serve as counsel to the Buyer in connection with a dispute involving this Agreement or the Escrow Property; provided that the Escrow Agent shall promptly resign from its duties as Escrow Agent as provided for in Section 5.6 . The parties hereof acknowledge that the provisions of this Section 6.7 constitute a material inducement for the Escrow Agent to serve as escrow agent hereunder. The parties hereof further acknowledge and agree that they have selected the Escrow Agent in order to facilitate the consummation of the transactions contemplated by the Share Exchange Agreement and the retention of the Escrow Property in order to avoid the time, cost and expense of a third party serving as the escrow agent hereunder.

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WITNESS the execution of this Agreement as of the date first above written.

	Bright Mountain Media, Inc .

	By:	/s/ W. Kip Speyer
		W. Kip Speyer, Chief Executive Officer

	Slutzky & Winshman, Ltd.

	By:	/s/ Nadav Slutzky
	Name:	Nadav Slutzky
	Its:	Chief Executive Officer

	Shareholders

	/s/ Nadav Slutzky
	Nadav Slutzky

	/s/ Joey Winshman
	Joey Winshman

	/s/ Eli Desatnik
	Eli Desatnik

	Pearlman Law Group LLP, as Escrow Agent

	By:	/s/ Brian A. Pearlman
		Brian A. Pearlman, Esq., Partner

[ Converted RSUs Escrow Agreement – Signature Page – August 2019 ]

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WITNESS the execution of this Agreement as of the date first above written.

	RSUs Holders

	/s/ Tomer Goldsmith
	Tomer Goldsmith

	/s/ Daniel Slutzky
	Daniel Slutzky

	/s/ Oded Breiner
	Oded Breiner

	/s/ Shlomy Erba
	Shlomy Erba

[ Converted RSUs Escrow Agreement – Signature Page – August 2019 ]

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Schedule I

Name		Address
Tomer Goldsmith
Daniel Slutzky
Oded Breiner
Shlomy Erba

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Exhibit 10.6

LOCK UP LEAK OUT AGREEMENT

THIS LOCK UP LEAK OUT AGREEMENT (the “ Agreement ”) is entered into as of this 15th day of August, 2019 (the “ Effective Date ”) by and between ____________, an individual with his principal address at _______________ 47100 (the “ Shareholder ”) and Bright Mountain Media, Inc., a Florida corporation with its principal place of business located at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 (“ Bright Mountain ”).

WHEREAS , pursuant to the terms of the Share Exchange Agreement and Plan of Merger (the “ Share Exchange and Merger Agreement ”) dated July 31, 2019, by and among Bright Mountain, Bright Mountain Israel Acquisition, Ltd., a wholly owned subsidiary of Bright Mountain, Slutzky & Winshman, Ltd., an Israeli company (“ S&W ”), and the shareholder of S&W (collectively, the “ S&W Shareholders ”), the Shareholder received an aggregate of ________________ (___________) shares (the “ Shares ”) of the common stock (the “ Common Stock ”) of Bright Mountain.

WHEREAS , as a condition of the issuance of the Shares, the Shareholder and certain affiliates of Bright Mountain agreed to enter into an agreement restricting the transfer or resale of the Shares.

NOW THEREFORE , in consideration of the premises and of the terms and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. LOCK UP OF SHARES; PERMITTED LEAK OUTS .

(a) The Shareholder acknowledges that as of the date of the Closing (as defined in Share Exchange and Merger Agreement), (i) the Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and are considered “restricted securities,” and (ii) such Shares may only be sold, transferred, hypothecated or otherwise disposed of by the Shareholder in accordance with the holding periods and other provisions of Rule 144 promulgated under the Securities Act.

(b) The Shareholder hereby agrees that during the period commencing on the Effective Date and ending six (6) months from the Effective Date (the “ Lock Up Period ”) the Shareholder will not without the prior written consent of Bright Mountain, which such consent may not be unreasonably withheld, delayed or conditioned, (i) offer, pledge, gift, donate, 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, or (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise ((i) and (ii) being hereinafter collectively referred to as the “ Lock Up ”), in each case other than (A) transfers to immediate family members of the undersigned, trusts for the benefit of the undersigned or immediate family members of the undersigned, and (B) transfers by will or intestacy upon the death of the undersigned.

(c) During the Lock Up Period the Shareholder authorizes Bright Mountain to cause any transfer agent for the Shares to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Shares subject to the Lock Up.

(d) Following the expiration of the Lock Up Period any resales of Shares by the Shareholder in NYSE American, or such other market or stock exchange which is the primary trading market for the Common Stock (the “ Primary Market ”) shall be subject to compliance with Bright Mountain’s insider trading policies as may be in effect from time to time. At any time following the Effective Date, if the Shareholder reasonably determines that any resales of the Shares by the Shareholder shall cause, in and of themselves (i.e. disregarding any sales made by other shareholders of Bright Mountain), the trading price of Bright Mountain’s Common Stock in the Primary Market to decline in value, the Shareholder shall reduce the number of Shares he resells in the Primary Market at such time, it being the intent of the parties hereto that the market price of the Common Stock shall not be adversely impacted solely by resales of the Shares by the Shareholder.

(e) The number of Shares which may be resold pursuant to Section 1(d) hereof are subject to proportional adjustment in the event of stock splits, combinations, stock dividends and similar corporate events.

(f) In the event of a “Change of Control” (as defined below) of Bright Mountain Media, Inc., this Agreement shall terminate. For purposes hereof, a “ Change of Control ” shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), whether or not Bright Mountain is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any “ person ” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of Bright Mountain or a corporation owned, directly or indirectly, by the shareholders of Bright Mountain in substantially the same proportions as their ownership of stock of Bright Mountain, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Bright Mountain representing more than 50% of the combined voting power of Bright Mountain’s then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with Bright Mountain to effect a transaction described in clauses (A) or (D) of this Section) whose election by the Board of Directors or nomination for election by Bright Mountain’s shareholder’s was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) Bright Mountain enters into an agreement, the consummation of which would result in the occurrence of a change in control of Bright Mountain; or (D) the shareholders of Bright Mountain approve a merger or consolidation of Bright Mountain with any other corporation, other than a merger or consolidation which would result in the voting securities of Bright Mountain outstanding immediately prior to its continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of more than 50% of the combined voting power of the voting securities of Bright Mountain or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Bright Mountain approve a plan of complete liquidation of Bright Mountain or an agreement for the sale or disposition by Bright Mountain of all or substantially all Bright Mountain’s assets.

2. LEGENDS .

(a) The Shareholder hereby agrees that each outstanding certificate representing the Shares shall during the Lock Up Period, in addition to any other legends as may be required in compliance with Federal securities laws, bear legends reading substantially as follows:

“THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK UP AGREEMENT DATED AUGUST 15, 2019 BY AND BETWEEN BRIGHT MOUNTAIN MEDIA, INC. AND THE SHAREHOLDER LISTED ON THE FACE HEREOF. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF BRIGHT MOUNTAIN MEDIA, INC. UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOCK UP AGREEMENT.”

(b) A copy of this Agreement shall be filed with Bright Mountain’s transfer agent of record.

3. SPECIFIC PERFORMANCE . The Shareholder acknowledges that there would be no adequate remedy at law if the Shareholder fails to perform any of his obligations hereunder, and, accordingly, agrees that Bright Mountain, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Shareholder under this Agreement in accordance with the terms and conditions of this Agreement. Any remedy under this Section 3 is subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

4. NOTICES . All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the respective party as its address set forth earlier in this Agreement.

5. GOVERNING LAW . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any suit, action or proceeding with respect to this Agreement shall be brought in the U.S. District Court for the Southern District of Florida, West Palm Beach, Florida. The parties hereto hereby accept the exclusive jurisdiction and venue of such court for the purpose of any such suit, action or proceeding. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in U.S. District Court for the Southern District of Florida, West Palm Beach, Florida, and hereby further irrevocably waive any claim that any suit, action or proceeding brought in the U.S. District Court for the Southern District of Florida, West Palm Beach, Florida, has been brought in an inconvenient form.

6. COUNTERPARTS . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7. ATTORNEYS’ FEES . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding.

8. AMENDMENTS AND WAIVERS . Any term of this Agreement may be amended with the written consent of Bright Mountain and the Shareholder. No delay or failure on the part of Bright Mountain in exercising any power or right under this Agreement shall operate as a waiver of any power or right.

9. SEVERABILITY . If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

10. CONSTRUCTION . This Agreement has been entered into freely by each of the parties, following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party.

11. ENTIRE AGREEMENT . This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly canceled.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

	BRIGHT MOUNTAIN MEDIA, INC.

	By:
		W. Kip Speyer, Chief Executive Officer

Exhibit 10.7

affiliate LOCK UP LEAK OUT AGREEMENT

THIS LOCK UP LEAK OUT AGREEMENT (the “ Agreement ”) is entered into as of this 15th day of August, 2019 (the “ Effective Date ”) by and between W. Kip Speyer, an individual with his principal business address at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 (the “ Shareholder ”) and Bright Mountain Media, Inc., a Florida corporation with its principal place of business located at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 (“ Bright Mountain ”).

WHEREAS , pursuant to the terms of the Share Exchange Agreement and Plan of Merger (the “ Share Exchange Agreement ”) dated July 31, 2019, by and among Bright Mountain, Bright Mountain Israeli Acquisition Ltd., Slutzky & Winshman, Ltd., an Israeli company (“ S&W ”), and the shareholders of S&W (collectively, the “ S&W Shareholders ”), the S&W Shareholders received an aggregate of Twelve Million, Fifty Thousand, Seven Hundred and Ninety Nine (12,050,799) shares (the “ SEA Shares ”) of the common stock (the “ Common Stock ”) of Bright Mountain.

WHEREAS , as a condition of the issuance of the SEA Shares, certain affiliates of Bright Mountain agreed to enter into an agreement restricting the transfer or resale of an aggregate of Nine Million Five Hundred Forty Three Thousand Five Hundred and Forty Six (9,543,546) shares of Common Stock held by such affiliates as of the Effective Date (the “ Shares ”), such shares constituting together with the SEA Shares and other shares which are subject to similar restrictions as set forth herein, Twenty Five Percent (25%) of the issued and outstanding share capital of Bright Mountain as of the Effective Date.

1. LOCK UP OF SHARES; PERMITTED LEAK OUTS .

(a) The Shareholder acknowledges that as of the date of the Closing (as defined in Share Exchange Agreement), (i) the Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and are considered “restricted securities,” and (ii) such Shares may only be sold, transferred, hypothecated or otherwise disposed of by the Shareholder in accordance with the holding periods and other provisions of Rule 144 promulgated under the Securities Act.

2. LEGENDS.

(b) A copy of this Agreement shall be filed with Bright Mountain’s transfer agent of record.

6. COUNTERPARTS . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

	BRIGHT MOUNTAIN MEDIA, INC.

	By:	/s/ Alan B. Bergman
		Alan B. Bergman, Chief Financial Officer

		/s/ W. Kip Speyer
		W. Kip Speyer

Exhibit 10.8

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made as of August 15, 2019 (the “ Effective Date ”) by between, Slutzky & Winshman Ltd., Company Number 515202489, an Israeli company, (the “ Company ”) which is a wholly owned subsidiary of Bright Mountain Media, Inc., a Florida corporation (“ Bright Mountain Media ”), and Joey Winshman, holder of an Israeli ID number [●] (the “ Employee ”).

*WHEREAS,*	the Employee is a shareholder and co-founder of the Company and has served as its Chief Marketing Officer since February 11, 2015;

*WHEREAS,*	on the Effective Date, Bright Mountain Media, acquired all of the issued and outstanding ordinary shares of the Company from its shareholders, including the Employee (the “ Shareholders ”), pursuant to the terms and conditions of that certain Share Exchange Agreement and Plan of Merger dated July 31, 2019 by and among Bright Mountain Media, Merger Sub (as defined therein), the Company and the Shareholders (the “ Share Exchange Agreement ”);

*WHEREAS,*	on the closing of the Share Exchange Agreement, the Company became a wholly-owned subsidiary of Bright Mountain Media;

*WHEREAS,*	in order to maintain the consistency of the operations of the Company following the closing of the Share Exchange Agreement, as a condition precedent to the transactions contemplated by the Share Exchange Agreement, the Employee agreed to enter into this Agreement;

*WHEREAS* ,	the Employee has declared that he has the required knowledge, experience and expertise to fulfill the Position (as defined below); and

*WHEREAS* ,	the Company wishes, based on the Employee’s aforementioned declaration, to continue the employment of the Employee, and the Employee wishes to continue to be employed by the Company as of the Effective Date and throughout the Term (as such term is defined below), all in accordance with the terms and conditions set forth in this Agreement;

*NOW, THEREFORE* ,	in consideration of the mutual premises, covenants and other agreements contained herein, the parties hereby agree as follows:

1.	General

1.1	The preamble and appendices to this Agreement are an integral part thereof and are hereby incorporated by reference.

1.2	The headings in this Agreement are for the purpose of convenience only and shall not be used for the purposes of interpretation.

1.3	In this Agreement words referring to a male employee are intended also for a female employee.

2	Employment and Position.

2.1	The term (“ Term ”) of employment hereunder will commence on the Effective Date and end on the second (2nd) anniversary of the Effective Date (the “ Initial Term ”), and may be extended for additional one (1) year periods (each a “ Renewal Term ”) by written notice given by the Company to the Employee at least sixty (60) days before the expiration of the Term or the Renewal Term, as the case may be, unless this Agreement shall have been terminated pursuant to Section 7 of this Agreement.

2.2	The Employee shall be employed by Company in the position as described in Exhibit A hereto (the “ Position ”). The Company may change the scope of authority and/or content of the Position, and/or to ask the Employee to perform work out of the scope of the Position from time to time.

2.3	The Employee shall report regularly to the person set forth in Exhibit A hereto, or to any other person, as Company, at its sole discretion, shall instruct the Employee from time to time (the “ Supervisor ”).

3	Employee’s Duties, Representations and Warranties .

3.1	The Employee affirms and undertakes throughout the term of this Agreement:

3.1.1

To devote his entire working time, know-how, expertise, talent, experience and best efforts to the business and affairs of the Company and to perform his duties and functions diligently and skillfully with the utmost expertise and devotion.

Page 1 of 17

	3.1.2	To travel abroad from time to time if and as may be required pursuant to his Position.

	3.1.3	Not to receive, at any time, whether during the term of this Agreement and/or at any time thereafter, directly or indirectly, any payment, benefit and/or other consideration, from any third party in connection with the Employee’s employment with the Company, without the Company’s prior written authorization.

	3.1.4	To immediately and without delay inform the Company of any affairs and/or matters in which the Employee and/or Employee’s immediate family has personal interest which might conflict the Employee’s obligations and Position and/or employment with Company (including its affiliates) and/or the interests of the Company (including its affiliates).

	3.1.5	Not, without the prior written consent of the Company, to undertake or accept any other paid or unpaid employment or occupation or engage in or be associated with, directly or indirectly, any other businesses, duties or pursuits except for de minimis non-commercial or non-business activities.

		Prior to signing this Agreement, the Employee will inform the Company of any employment, occupation, engagement or activity in which the Employee is involved and that would require the Company’s written consent per the paragraph above.

	3.1.6	To comply with any applicable law or provision, pertaining to his employment and with all the Company’s regulations, work-rules, policies, procedures and objectives, as shall be in effect from time to time (the “ Company’s Rules ”) including, without limitation, the Company’s Rules for Prevention of Sexual Harassment at the Workplace. In the event of inconsistency or contradiction between the provisions of this Agreement and the Company’s Rules, this Agreement shall prevail.

	3.1.7	To comply with all corporate governance and insider trading policies of Bright Mountain Media as may be adopted or amended from time to time and brought to Employee’s attention during the Term and any Renewal Term.

	3.1.8	This Agreement supersedes in its entirety any prior agreements between the parties hereto regarding the subject matter hereof.

	3.1.9	This Agreement is confidential and therefore the Employee shall not disclose this Agreement as a whole, or any part thereof, to any third party (not including the Employee’s spouse, attorney or tax advisor), including, without limitation, to any other employee of the Company.

	3.1.10	The Employee represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof:

		(i) will not constitute a default under or breach of any agreement or other instrument to which he is a party or by which he is bound, including without limitation, any confidentiality, invention assignment or non-competition agreement; (ii) that no provision of any law, regulation, agreement or other document prohibits him from entering into this Agreement; (iii) do not require the consent of any person or entity; and (iv) shall not utilize during the term of his employment any proprietary information of any third party, including prior employers of the Employee (other than any affiliate of the Company).

3.2	The Employee consents, of his/her own free will, that the information in this Agreement and any information concerning the Employee gathered by the Company with respect to his employment at the Company, will be held and managed by the Company on a database according to law, and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad (including to countries which have a different level of data protection than that existing in Israel). The Company undertakes that the information will be used and transferred, if required, for legitimate business purposes only and while maintaining the Employee’s right to privacy.

3.3	The Employee acknowledges that Bright Mountain Media and the Company are relying on the Employee’s representations under this Section 3 upon entering into this Agreement and any misrepresentation under this section by the Employee shall constitute a material breach of this Agreement.

4	Time and Attention

4.1	In general, work for the Company shall be performed on Sunday through Thursday, unless determined and instructed otherwise by the Company.

4.2	A regular workweek shall consist of at least 42 hours that will be divided as follows: 4 days a week – at least, 8.6 hours per day, not including a 45 minutes daily break on Employee’s account, and 1 day a week – at least 7.6 hours per day, not including a 45 minutes daily break on Employee’s account. The Company does not schedule breaks – it is the Employee’s responsibility to take his break. The Company shall assume that the Employee has indeed taken a break in every day of work.

Page 2 of 17

4.3	Saturday shall be the Employee’s recognized and official rest day.

4.4	Per the requirements under applicable law, the Employee shall cooperate with the Company in maintaining a record of the number of hours of work performed, in accordance with the Company’s Rules and instructions.

5	The salary

5.1	The Company shall pay the Employee a gross monthly salary in the amount as set forth in Exhibit A hereto (the “ Base Salary ”).

5.2	In addition to the Base Salary, since the performance of Employee’s position shall require the Employee, from time to time, to work beyond the regular work hours, and on irregular days, the Company shall pay the Employee, each month, a payment in the amount set forth in Exhibit A hereto (such amount, the “ Global Overtime Payment ”).

	For the avoidance of doubt, The Global Overtime Payment reflects a full compensation for work performed by the Employee beyond the scope of the regular working hours for an average amount of hours per month as set forth in Exhibit A . The Employee acknowledges that he may not work overtime hours beyond the set quota of overtime hours, without receiving prior written consent of the Company to do so, and any performance of such additional work without the prior written consent shall not entitle the Employee with any additional payment.

5.3	For the purposes of this Agreement, the Base Salary and the Global Overtime Payment shall be referred to herein collectively, as the “ Monthly Salary ”.

5.4	It is agreed that 10% of the Monthly Salary shall be considered to be a special compensation for the Employee’s obligation for non-competition as set forth in the IP Agreement, Exhibit B herein (the “ Special Compensation ”).

5.5	The Monthly Salary shall be paid to the Employee no later than the 9 ^th day of the following month.

6	Social Benefits

6.1	Pension Plan: The Company and the Employee will obtain and maintain managers’ insurance or a pension fund, or a combination of both, per the employee’s preference and choice ( the “ Pension Plan ”). The contributions to the Pension Plan shall be as detailed below:

	6.1.1	8.33% of the Monthly Salary shall go towards severance pay component.

	6.1.2	6.5% of the Monthly Salary shall go towards the pension component.

In the event that the Pension Plan is a mangers insurance policy or a provident fund (which is not a pension fund) the said rate shall include the rate of acquiring a loss of working capacity insurance for the Employee by Company at a cost of 2.5% of the Monthly Salary, or at such rate that will entitle Employee to a disability pension of 75% of the Monthly Salary, whichever is lesser (the “ Disability Insurance ”) provided that the Company’s contribution towards the pension component shall not be less than 5%. For the removal of any doubt, in the event that the Company’s contributions towards pension component plus the cost of the Disability Insurance is less than 6.5% of the Monthly Salary, the Company shall supplement its contributions towards the Employee’s pension component in an amount that shall put the cost of the Disability Insurance plus the Company’s contributions towards pension component at 6.5% of the Monthly Salary (Company’s contributions towards severance pay component, pension component and Disability Insurance if applicable, collectively shall be referred to as “ Company’s Contribution ”).

	6.1.3	The Employee shall contribute 6% of the Monthly Salary towards the pension component (the “ Employee’s Contribution ”).

	6.1.4	If the Employee chose to combine managers’ insurance and pension fund, the terms, structure and percentages, as defined above, with respect to Managers’ Insurance and Pension Fund shall apply, proportionally, to the portions of the Employee’s salary which the Employee chose to insure in Managers’ Insurance and Pension Fund.

	6.1.5	For clarity’s sake, the abovementioned contributions to the Employee’s Pension Plan may be changed from time to time per the applicable law.

Page 3 of 17

6.1.6

It is agreed and warranted between the parties that the Company’s provisions to the severance component are in lieu of severance pay, in accordance with the provisions of the General Approval regarding Employers’ Payments to a Pension Fund and Insurance Fund In lieu of Severance Pay issued by virtue of Section 14 of the Severance Pay Law 5723-1963 by the Labor Minister, dated June 30, 1998 (as amended and as may be amended from time to time) (the “ General Approval ”). By signing this agreement, the parties are acknowledging their consent to applicability of the provisions of the General Approval, a copy of which is attached hereby as Exhibit C , together with an English translation of the same, attached hereto as Exhibit D , which constitutes an integral part hereof. In so far as amendments to the General Approval shall be necessary, according and subject to any law or regulations, the provisions of the amended General Approval shall prevail and replace the General Approval attached hereto as Exhibit C and Exhibit D .

6.2	Education Fund: The Company and the Employee shall open and maintain an education fund (“Keren Hishtalmut” in Hebrew) (the “ *Education Fund* ”). The Company shall contribute to the Education Fund an amount equal to seven and a half percent (7.5%) and the Employee shall contribute to such Education Fund an amount equal to two and a half percent (2.5%) of each Monthly Salary payment. In any event, any tax liability related to the Education Fund shall be borne, exclusively, by the employee. The Employee hereby authorizes the Company to transfer to the Education Fund the amount of the employee’s and the Company’s contribution from each Monthly Salary payment.

6.3	Annual Bonus :

	6.3.1	The Employee shall be entitled to an annual cash bonus in accordance with, and subject to, all the terms and conditions of the applicable plan to be adopted by the Company (the “ Annual Bonus ”).

	6.3.2	The Parties agree that no later than sixty (60) days from the Effective Date, the terms and conditions under which the Employee shall be entitled to receive the Annual Bonus will be agreed upon in writing.

6.4	Reimbursement of Expenses : The Company shall reimbursement the Employee for any reasonable expenses incurred by Employee, including reimbursement of mobile phone expenses, car expenses, etc, provided that such expenses have been pre-approved by the Company. Reimbursement of any out of pocket expenses shall be done against receipts and/or other appropriate documentation as may be required by Company from time to time. All in accordance with the Company’s policies and guidelines on this subject and as may be adopted or amended after the date hereof.

6.5	Travel Expenses: Employee shall be entitled to reimbursement of travel expenses in the amount detailed in Exhibit A .

6.6	Annual leave : The Employee shall be entitled to paid annual vacation days as set forth in Exhibit A hereto. The Employee shall be obliged to take at least five (5) paid vacation days during each calendar year, as prescribed by law. The Employee will make every effort to exercise his annual vacation; if the Employee is unable to utilize all the vacation days by the end of a calendar year, provided that he took at least five (5) paid vacation days during such calendar year, he shall be entitled to accumulate the unused balance of the vacation days standing to his or her credit up to the Maximum Amount set forth in in Exhibit A hereto. For the avoidance of doubt, at the end of each calendar year any unused vacation days in excess of the Maximum Amount shall be canceled, nulled and shall not redeemable in any event.

6.7	Sick Pay : The Employee shall be entitled to sick pay in accordance with the applicable law. Employee shall provide the Company with such notification and documentation required under the Sick Pay Regulations (Rules for the Payment of Sick Pay) 5737-1976.

6.8	Convalescence Payments: The Employee shall be entitled to convalescence payments (in Hebrew: “Dmei Havra’a”) in accordance with applicable law.

6.9	The Employee shall bring to the attention of his Supervisor any call-up order for military reserve duty immediately upon receipt of the order.

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7	Term and Termination

7.1	Upon the lapse of the Initial Term, either party may terminate the Employee’s employment by providing prior written notice in the number of days set forth in Exhibit A hereto (the “ Notice Period ”). During the Notice Period, whether notice has been given by the Employee or by the Company, the Employee shall continue to work and perform all regular duties unless instructed otherwise by the Company and shall cooperate with the Company and use his/her best efforts to assist the integration into the Company of the person or persons who will assume the Employee’s responsibilities and duties.

7.2	The Company shall be entitled, but not obligated, at any time prior to the expiration of the Notice Period, at its sole discretion: (i) to waive the Employee’s actual work during the Notice Period, or to reduce the scope of the Employee’s work hours, while continuing to pay the Employee his regular payments and benefits until the completion of the Notice Period; or (ii) terminate this Agreement and the employment relationship, at any time prior to the expiration of the Notice Period, and pay the Employee the applicable payment in lieu of notice period, per applicable law.

7.3	Notwithstanding the foregoing, the Company may immediately terminate the Employee’s employment at any time for “Cause” (as defined below) or and “Entitling Event” (as such is defined in section 2(b) in the General Approval (attached to this Agreement as Exhibit C), without Notice Period or any compensation in lieu of Notice Period and/or severance pay (subject to applicable law).

7.4	For the purpose of this Agreement, “ Cause ” means: (A) committing or participating in an injurious act of fraud, or embezzlement against the Company; (B) committing or participating, willfully, in an injurious act or omission in a manner which was materially damaging to the Company; (C) engaging in a criminal enterprise involving moral turpitude; (D) conviction for a felony under the laws of the State of Israel, the United States or any state thereof; (E) conviction of, or plea of guilty or nolo contendere to, violation of any U.S. Federal or state securities laws, rules or regulations, or any rules or regulations of any stock exchange or other market on which Bright Mountain Media’s securities may be listed or quoted for trading; (F) violation of Bright Mountain Media’s corporate insider trading policies in a manner which was materially damaging to the Company; or (G) any assignment of this Agreement in violation of Section 10.4 of this Agreement.

8	Confidentiality, Non-Compete and Proprietary Rights.

8.1	The Employee shall be required, as a condition to Employee’s employment with the Company, to sign the Non-Competition, Proprietary Information and Inventions Agreement in the form attached hereto as Exhibit B hereto (the “ IP Agreement ”).

8.2	For the removal of doubt, it is hereby clarified that the Employee’s compensation under this Agreement has been calculated to include special consideration for his commitment for non-competition as set forth under the IP Agreement. Employee will not be entitled to any further consideration for such commitments, expressly including no entitlement to royalties for any Service Inventions as defined in Section 132 of the Patent Law, 1967 (the “ Patent Law ”). This clause constitutes an express waiver of the Employees rights under Section 134 of the Patent Law.

9	Use of Company’s Computer Systems

	The Employee hereby agrees and acknowledges that he has read, understands and consents to the Company Computer Policy attached hereto as Exhibit E and incorporated herein by reference, and agrees to, concurrently with the execution of this Agreement, to sign on Exhibit E .

10	Supplementary Provisions

10.1	All taxes, levies and compulsory payments that the Company is liable to deduct, pursuant to any law, at the Employee’s expense, shall be deducted at source from all the payments, rights and benefits to which the Employee is entitled, pursuant to this agreement or its appendices, unless expressly provided otherwise in this agreement.

10.2	This Agreement, together with its Exhibits and Schedules, constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, including, without limitations, the employment agreement by and between the parties herein, dated January 1, 2017, and may not be amended, modified or supplemented in any respect, except by a subsequent written document executed by both Employee and the Company. All actions to be taken by the Company hereby shall be taken upon the instruction of the Chief Executive Officer of Bright Mountain Media.

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10.3	For avoidance of doubt, it is noted and emphasized that this Agreement, including its Exhibits and Schedules, also constitutes, the written notice to the Employee, pursuant to the Notice to Employee and Job Candidate Law (Employment Conditions and Candidate Screening and Selection),5762- 2002 . This Agreement does not derogate from any right vested to the Employee by virtue of any law, extension order, collective bargaining agreement, to the extent such apply to the Employee.

10.4	The Company may assign or transfer this Agreement, or any right, claim or obligation provided herein subject to any applicable law, provided however that none of the Employee’s rights under this Agreement are thereby diminished. The obligations of the Employee hereunder shall not be assignable or delegable.

10.5	All notices, requests and other communications to any party hereunder shall be given or made in writing and faxed, emailed, mailed (by registered or certified mail) or delivered by hand to the respective party at the address set forth in the caption of this Agreement or to such other address (or fax number or email address) as such party may hereafter specify for the purpose of notice to the other party hereto. Each such notice, request or other communication shall be effective (a) if given by fax or email, one (1) business day after such fax is transmitted to the fax number or email address specified herein and the appropriate answerback is received, or (b) if given by any other means, when delivered at the address specified in the Agreement.

10.6	This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Israel without giving effect to principles of conflicts of law thereof. The parties submit to the exclusive jurisdiction of the competent courts of Israel in any dispute related to this Agreement.

10.7	The parties hereby confirm that this is a personal services contract and that the relationship between the parties hereto shall not be subject to any general or special collective employment agreement or any custom or practice of the Company in respect of any of its other employees or contractors.

IN WITNESS WHEREOF , the Company and the Employee have executed this Agreement as of the date first appearing above.

Employee acknowledges that:

Prior to signing this Agreement, the Employee: (i) read and fully understood all the provisions of this Agreement and its Exhibits; and (ii) העובד/ת מאשר/ת שהשליטה שלו/שלה בשפה האנגלית מאפשרת לו/לה להבין את כל התנאים המפורטים בהסכם זה ובנספחים לו.

Slutzky & Winshman Ltd.		Employee

Signature:	/s/ Nadav Slutzky	Signature:	/s/ Joey Winshman
Name:	Nadav Slutzky	Name:	Joey Winshman
Title:	Chief Executive Officer

Bright Mountain Media, Inc.

Signature:

/s/ W. Kip Speyer

W. Kip Speyer, Chief Executive Officer

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Exhibit A

Below is a table detailing the specific terms of Employee’s employment at Slutzky & Winshman Ltd. , as referred to in the Agreement (the “ Specific Terms ”). The Specific Terms set forth below are subject to the terms and conditions set forth in the Agreement. Capitalized terms used but not defined herein shall have the meanings as ascribed to them under the Agreement.

1.	Employee’s Details	Full Name: Joey Winshman I.D. Number: Address:. Telephone Number Private e-mail:
2.	Position	CMO
3.	Supervisor	Bright Mountain Media Chief Executive Officer
4.	Effective Date	As stated in the Employment Agreement
5.	Base Salary	NIS 34,875 (gross)
6.	Global Overtime Payment	NIS 11,625 (gross)
7.	Monthly Salary	NIS 46,500 (gross)
8.	Reimbursement of Travel Expenses	NIS 1,000 (gross)
9.	Reimbursement of Expenses	Per the terms detailed in the Agreement.
10.	Scope of Work	Full time
11.	Overtime hours per month	Average of 40 hours per month
12.	Notice Period (by the Company or the Employee)	This Agreement cannot be terminated for two (2) calendar years from the Effective Date, except for Cause (as defined under Section 7.3 of the Agreement). Upon the lapse of two (2) calendar years - 90 calendar days.
13.	Pension Plan	Per the terms detailed in the Agreement.
14.	Vacation Days	20 working days per calendar year
		Maximum Amount: 40 vacation days shall be carried forward from one calendar year to the next.
15.	Sick Days	Per Applicable Law. Notwithstanding the aforementioned, the Employee shall be entitled to full payment with regard to his Sick Days as of the first day of sick leave.
16.	Convalescence Days	Per Applicable Law.
17.	Education Found	Per the terms detailed in the Agreement.
18.	Annual Bonus	Per the terms detailed in the Agreement.

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Exhibit B

THIS NON-COMPETITION, PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT (“ Agreement ”) is effective as of the first day of the Employee’s engagement with the Company (whether before or after the date of this Agreement) (“ Effective Date ”) and made by and between Slutzky & Winshman Ltd. (including, at its sole discretion, any or all of the Company’s affiliates, including Bright Mountain Media, Inc., a Florida corporation (“ Bright Mountain Media ”), collectively the “ Company ”) and Joey Winshman (I.D. ___________) (the “ Employee ”).

In consideration for, as a condition and part of the Employee’s engagement with the Company (for no additional consideration or compensation), it is hereby agreed as follows:

1. Confidential Information .

1.1. Definition .

1.1.1. “ Confidential Information ” means any proprietary or confidential data and/or information, in any form or media, that Employee receives, obtains or otherwise acquires or gains access to prior, during or in connection with Employee’s engagement with the Company (whether before or after the date of this Agreement), which pertains to the Company or any of its businesses, clients, customers, employees, shareholders, business partners, licensees, licensors, vendors or affiliates. Confidential Information includes without limitation Company Intellectual Property (as defined below), or any part thereof, as well as any data and/or information that, given the nature of such data and/or information or the circumstances of its disclosure or receipt, is or should reasonably be considered as confidential.

1.1.2. Confidential Information shall not include any information that (i) is in the public domain at the time of disclosure, (ii) subsequently has entered the public domain other than by breach of Employee’s obligations hereunder or by breach of another person’s or entity’s confidentiality obligations, or (iii) is shown by written dated evidence to have been known by Employee prior to disclosure to Employee in connection with his engagement with the Company, not as a result of a breach of any obligation owed to the Company or any other third party.

1.2. Confidentiality . Except as herein provided, Employee agrees that during and after termination of Employee’s engagement with the Company, Employee (i) shall keep Confidential Information confidential and shall not directly or indirectly, use, divulge, publish or otherwise disclose or allow to be disclosed any aspect of Confidential Information without the Company’s prior written consent (except in order to fulfil Employee’s employment tasks and obligations); (ii) shall refrain from any action or conduct which might compromise the confidentiality or proprietary nature of the Confidential Information; and (iii) shall follow Company’s instructions provided from time to time regarding the use and handling of Confidential Information. Employee will take all reasonable precautions to prevent any unauthorized use of disclosure of the Confidential Information.

1.3. Ownership . Employee acknowledges and agrees that all right, title and interest in and to Confidential Information and all materials containing Confidential Information are and shall remain, at all times, the sole and exclusive property of the Company.

1.4. Proprietary Information of Third Parties .

1.4.1. Employee agrees that he/she has not and will not, during the term of the employment, improperly use, disclose or bring onto the premises or systems of the Company any proprietary information or trade secrets of any former employer or other person or entity with which Employee has an agreement or duty to keep in confidence information acquired by Employee, if any, unless with the prior written approval of the Company and such employer, person or entity.

1.4.2. Employee recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to Company’s undertaking to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees that he/she owes the Company and such third parties, during Employee’s employment with the Company and anytime thereafter, a duty to hold all such third party confidential or proprietary information at least in accordance with the provisions set forth hereunder in connection with Confidential Information of the Company, and to use such third party confidential or proprietary information strictly for the limited purposes and in the manner permitted hereunder.

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1.5. Return of Confidential Material . Upon Company’s request or upon termination of the Employee’s employment with the Company for any reason, Employee agrees to promptly surrender and deliver to Company all materials and data of any nature or media pertaining to any Confidential Information or to Employee’s employment. Employee will not retain or take any tangible or electronical materials or data, containing or pertaining to any Confidential Information. If required by the Company, Employee will certify in writing that he/she complied with the requirements of this Section 1.5.

2. Ownership of Intellectual Property

2.1. Definitions .

2.1.1. “ Intellectual Property ” means proprietary or intellectual property rights, including without limitation copyrights, inventions, discoveries, patents, designs, trademarks, whether or not registered or capable of being registered, original ideas, trade secrets, source and object code, algorithms, formulae, materials, methods, processes, procedures, any derivatives, improvements and enhancements of the foregoing, and all rights corresponding to the foregoing throughout the world including all rights to sue for and receive remedies against past, present and future infringements of any and all of the foregoing;

2.1.2. “ Prior Inventions ” means the Intellectual Property made or conceived by or belonging to Employee that are listed on Schedule A attached hereto that (i) were developed by Employee prior to Employee’s employment with the Company, (ii) relate to Company’s actual or proposed business, operations, products or research and development, and (iii) are not assigned to Company hereunder; and

2.1.3. “ Open Source ” means any software or other material that is distributed as “free software”, “open source software” or under a similar licensing or distribution model (including but not limited to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, MIT Licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL) the Sun Industry Standards License (SISL), materials licensed under any Creative Commons license and the Apache License).

2.2. Assignment of Intellectual Property . Employee hereby irrevocably assigns and transfers to Company, for no additional consideration, Employee’s entire right, title and interest in and to all the Intellectual Property authored, developed, created, made, conceived or reduced to practice by Employee, whether solely or jointly with others, during the period of Employee’s engagement with Company (whether before or after the date of this Agreement and including after hours, on weekends or during vacation time), that either (i) relate in any manner to the actual or demonstrably anticipated business or proposed business, work, or research and development of Company (ii) is developed in whole or in part on Company’s time or using Company’s equipment, supplies, facilities or Confidential Information, or (iii) result from or are suggested by any task assigned to Employee or any work performed by Employee for or on behalf of Company or in connection with Employee’s duties and responsibilities in the scope of his/her engagement with Company (whether before or after the date of this Agreement) (“ Company Intellectual Property ”). Employee agrees that this assignment includes a present assignment to Company of ownership with respect to Company Intellectual Property that is not yet in existence.

2.3. Employee herby explicitly and irrevocably waives (i) any interest, claim or demand with respect to any consideration, compensation or royalty payment in connection with Company Intellectual Property and/or the assignment thereof, including, but not limited to any payments pursuant to Section 134 to the Israeli Patent Law – 1967 (the “ Patent Law ”); (ii) any moral rights, artists’ rights, or any other similar rights worldwide (“ Moral Rights ”) that he/she has at any time with respect to Company Intellectual Property.

2.4. Prior Inventions . If no Prior Inventions are listed in Schedule A of this Agreement, Employee warrants that there are no Prior Inventions. Employee hereby acknowledges that, if in the course of Employee’s employment with Company, Employee incorporates into a Company product, process, service or software a Prior Invention owned by Employee or in which Employee has an interest, Company is hereby granted and shall have a fully paid, nonexclusive, royalty-free, unlimited, irrevocable, perpetual, worldwide, transferable and sub-licensable right and license to make, have made, modify, create derivative works, reproduce, use, offer to sell use, sell, sublicense and otherwise distribute such Prior Invention (as may be improved or enhanced by or for Company) and in the event of copyrightable materials, copy, distribute, publicly perform, publicly display, make derivative works thereof, and sublicense such copyrightable materials, as part of or in connection with such Company product, process, service or software.

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2.5. Disclosure of Intellectual Property . Employee agrees that in connection with Intellectual Property and/or which Employee, solely or jointly with others, conceives, develops or reduces to practice during the period of Employee’s employment with the Company (including after hours, on weekends or during vacation time) whether or not Employee believes that such Intellectual Property is Company Intellectual Property , Employee shall, as customary or required by the Company, keep and maintain adequate and accurate records, and shall promptly disclose such Intellectual Property to Company, through Employee’s immediate supervisor at Company or another Company designee (and if requested by the Company shall also reduce to writing and adequately describe all such Intellectual Property), in order to permit Company to claim its rights under this Agreement.

2.6. Employee’s Assistance .

2.6.1. Employee agrees to assist Company, or its designee, at Company expense, in every proper way to secure Company rights in the Company Intellectual Property and in any and all countries, including (a) the disclosure to Company of all pertinent information and data with respect thereto; (b) the execution of all assignments, applications, specifications, oaths, and other instruments that Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Company Intellectual Property.

2.6.2. Employee’s obligations hereunder, to the extent that it is in Employee’s power to do so, shall continue after the termination of Employee’s employment with Company for any reason. If Company is unable because of Employee’s mental or physical incapacity or for any other reason to secure Employee’s signature on any instrument, required at Company’s discretion in order to apply for, pursue or maintain any application for Intellectual Property rights (including patents or copyright registrations) covering and embodying any Company Intellectual Property, then Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents (at its discretion) as Employee’s agent and attorney-in-fact, to act for and in Employee’s behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and/or protection or maintenance.

2.7. Other Obligations .

2.7.1. Employee acknowledges that the Company from time to time may have agreements with other persons or with the government authorities, or agencies thereof, that impose obligations or restrictions on Company regarding Intellectual Property made during the course of work thereunder or regarding the confidential nature of such work. Employee agrees to be bound by the Company’s instructions or policies, and take necessary actions to assist Company in complying with its obligations thereunder.

2.7.2. Employee further agrees and undertakes that any and all work performed by him shall not infringe upon, misappropriate or use in an unauthorized manner any copyright, patent, trademark, trade secret or other confidential or proprietary information or intellectual property of any third party, including, without limitation, any current or former employer of Employee.

2.8. Open Source Software .

2.8.1. To the extent Intellectual Property or any other work product provided or generated by Employee includes any software, computer code and/or firmware, any such Intellectual Property or work product shall not incorporate or include any Open Source, unless explicitly permitted under the Company’s Open Source policy and/or instructions. Further, all other use of Open Source materials in connection with Employee’s employment shall be in accordance with the Company’s Open Source policy.

2.8.2. Intellectual Property and any other work product provided or generated by Employee shall on delivery be free of viruses, malicious code, time bombs, Trojan horses, back doors, drop dead devices, worms, or other code of any kind that may disable, erase, display any unauthorized message, permit unauthorized access, automatically or remotely stop software, code and/or firmware from operating, or otherwise impair the services, deliverables, inventions or work product or the Company network or any part thereof.

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3. Non-Competition and Non-Solicitation

During the term of Employee’s employment with the Company and for a period of twenty four (24) months thereafter, Employee will not, directly or indirectly, (i) engage whether as an employee, independent contractor, partner, joint venture, shareholder, investor, director, consultant or otherwise, in any business or activity, all over the world, which is competitive with the technology, products, and/or services of the Company, or the business in which it is currently engaged or in which it may be engaged in, during the time of the Employee’s employment with the Company, (ii) solicit, induce, recruit or encourage any of the Company’s personnel to leave their employment, or take away such personnel, or attempt to solicit, induce, recruit, encourage or take away personnel of the Company, and/or their affiliates, either for the Employee or for any other person or entity; nor (iii) offer, solicit, interfere with and/or endeavor to entice away from Company, and/or any of its affiliates, any person, firm or company with whom Company and/or any of its affiliates shall have any contractual and/or commercial relationship as, consultant, licenser, joint venture, supplier, customer, distributor, agent or contractor of whatsoever nature, existing or under negotiation on or twelve (12) months prior to the termination of his/her employment with the Company.

4. Breach of Obligations

4.1. Employee is aware that a breach of his/her obligations as detailed under this Agreement, or part of them, will cause the Company or the Company’s affiliates serious and irreparable damage, and that no financial compensation can be an appropriate remedy to such damage. Therefore, in addition to the return of the Special Compensation pursuant to the terms of the Employment Agreement to which this Agreement is attached, Employee agrees, that if such a breach occurs, the Company, any of the Company’s affiliates or any of their designee(s) shall be entitled (without limiting other remedies if available under the law or hereunder) to take all legal means necessary and any injunctive relief as is necessary to restrain any continuing or further breach of this Agreement.

5. Acknowledgements and Declarations

Employee hereby declares and acknowledges that:

5.1. Employee’s confidentiality and non-competition obligations under this Agreement are fair, reasonable, and proportional, especially in light of the Special Compensation Employee receives under the employment agreement to which this Agreement is attached, and are designed to protect the Company’s and the Company affiliates’ secrets and their confidential information, which constitute the essence of their protected business and commercial advantage in which significant capital investments were made.

5.2. Any breach of Employee’s obligations under this Agreement shall contradict the nature of the special trust and loyalty between Employee and the Company, the fair and proper business practices and the duty of good faith and fairness between the parties. Any such breach shall harm the Company and/or the Company affiliates and shall constitute a material breach of this Agreement and the employment agreement to which this Agreement is attached.

5.3. Employee’s obligations under this Agreement and the restricted period of time and geographical area specified herein are reasonable and proportional, and do not prevent Employee from developing his/her general knowledge and professional expertise in the area of his/her business, without infringing on or breaching any of the Company’s rights.

6. Miscellaneous

6.1. Governing Law; Consent to Personal Jurisdiction . This Agreement will be governed by the laws of the State of Israel, without regard to the choice of law provisions thereof. Employee hereby expressly consents to the personal jurisdiction of the courts located in Tel-Aviv-Jaffa district, Israel, for any lawsuit arising from or relating to this Agreement. Employee acknowledges that in the event of any breach of this Agreement, Bright Mountain Media will not have an adequate remedy in money or damages and Bright Mountain Media therefore shall be entitled in such event to obtain an injunction against such breach from any court of competent jurisdiction (including the State of Florida) immediately upon request. Bright Mountain Media’s right to obtain such relief shall not limit its right to obtain other remedies and the prevailing party in any litigation shall be entitled to attorney’s fees and expenses.

6.2. Assignment . The undertakings set forth herein may be assigned by the Company. Employee may not assign or delegate his/her duties under this Agreement without the Company’s prior written approval. This Agreement shall be binding upon Employee’s heirs, successors and permitted assignees.

6.3. Counterparts . This Agreement may be signed in two counterparts, each of which shall be deemed an original and both of which shall together constitute one and the same instrument.

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6.4. Entire Agreement . This Agreement constitutes the full and complete agreement between the parties and supersedes any and all agreements or understandings, whether written or oral, concerning the subject matter of this Agreement, and may only be amended by a document signed by both parties.

6.5. Severability . If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be automatically adjusted to the minimum extent necessary for validity or enforceability. In any event, the remaining terms and provisions of this Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement effective as of the Effective Date.

		*/s/ Joey Winshman*
Slutzky & Winshman Ltd.		Employee

*By:*	/s/ Nadav Slutzky, CEO	*Name:*	*Joey Winshman*
*Date:*	August 15, 2019	*Date:*	August 15, 2019

Bright Mountain Media, Inc.

Signature:	/s/ W. Kip Speyer
W. Kip Speyer, Chief Executive Officer

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Schedule A

TO THE NON-COMPETITION, PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

Prior Inventions

Follows a list of Prior Inventions of the Employee:

1.

2.

3.

4.

If nothing is listed, I will be regarded as having declared that I have no Prior Inventions.


Employee (Signature)		Date

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Exhibit C

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Exhibit D

[English Summary of Exhibit C ¹ ]

GENERAL APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY

By virtue of my power under section 14 of the Severance Pay Law, 1963 (hereinafter: the “ Law ”), I certify that payments made by an employer commencing from the date of the publication of this approval on behalf of his employees to a comprehensive pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules for the Approval and Conduct of Benefit Funds) Regulations, 1964 (hereinafter: the “ Pension Fund ”) or to managers’ insurance including the possibility of an insurance pension fund or a combination of payments to an annuity fund and to a non-annuity fund (hereinafter: the “ Insurance Fund ”), including payments made by him by a combination of payments to a Pension Fund and an Insurance Fund, whether or not the Insurance Fund has an annuity fund (hereinafter: the “ Employer’s Payments ), shall be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were made and for the period they were paid (hereinafter: the “ Exempt Salary ”), provided that all the following conditions are fulfilled:

7.	The Employer’s Payments –

	(a)	To the Pension Fund are not less than 141/3% of the Exempt Salary or 12% of the Exempt Salary if the employer pays for his employee in addition thereto additional payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an amount of 21/3% of the Exempt Salary. In the event that the employer has not paid an addition to the said 12%, his payments shall be only in lieu of 72% of the employee’s severance pay;

	(b)	To the Insurance Fund are not less than one of the following:

	(1)	131/3% of the Exempt Salary, if the employer pays for his employee in addition thereto also payments to secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 21/2% of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance”); or

	(2)	11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer’s Payments shall only replace 72% of the Employee’s severance pay; In the event that the employer has paid, in addition to the foregoing payments to supplement severance pay, to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an amount of 21/3% of the Exempt Salary, the Employer’s Payments shall replace 100% of the employee’s severance pay.

8.	No later than three months from the commencement of the Employer’s Payments, a written agreement is executed between the employer and the employee in which:

	(a)	The employee has agreed to the arrangement pursuant to this approval in a text specifying the Employer’s Payments, the Pension Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this approval; and

	(b)	The employer waives in advance any right, which he may have to a refund of monies from his payments, unless the employee’s right to severance pay has been revoked by a judgment by virtue of Section 16 and 17 of the Law, and to the extent so revoked and/or the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an Entitling Event; in such regard “ Entitling Event ” means death, disability or retirement after the age of 60.

9.	This approval is not such as to derogate from the employee’s right to severance pay pursuant to any law, collective agreement, extension order or employment agreement, in respect of salary over and above the Exempt Salary.

¹ This is not an official translation of Exhibit C and should not be relied upon for its accuracy. In any event, Exhibit C prevails.

Page 15 of 17

EXHIBIT E

COMPANY COMPUTER POLICY CONSENT

Slutzky & Winshman Ltd (the “ Company ”) has a policy regarding the use of the Company’s computer systems (the “ Company’s Computers Policy ”), as follows:

The Company has provided you, for the purpose of the performance of your duties, various types of computer related devices, including a computer, hardware, software, Company e-mail account, phone etc. (the “ Computer Devices ”). The Computer Devices are the exclusive property of the Company, and in order to protect the Computer Devices, and the information which they contain, you are hereby required to adhere to the following instructions:

	1.1	Hardware - it is prohibited to install hardware on, and/or to, Computer Devices without the prior authorization of your supervisor or the Company’s IT team. In this regard, you are not allowed to connect to a Computer Device an external hard – drive, disk on key (also known as memory stick and/or flash memory), camera, cell phone or any other type of hardware for purposes which are illegal, inappropriate, or transferring of material that belongs to the Company, its clients, employees, or any other third party without the prior authorization of your supervisor or the Company’s IT team.

	1.2	Software - it is prohibited to install software on Computer Devices, except for reasonable bounds, without the prior authorization of your supervisor or the Company’s IT team.

	1.3	Files - it is prohibited to save on Computer Devices any files, photos or videos that are not related to the Company. In particular, and without limitation, it is prohibited to save on Computer Device any file that its access and/or saving by you constitute infringement of protected Intellectual Property rights, and any file that contains obscene, pornographic or abusive content.

		Notwithstanding the above, you are permitted to save personal files that you or your immediate family members have created, which are not related to the Company or to the performance of your duties, and have no commercial content, as long as such files are saved under a folder labeled “Private” located at the root directory of the Computer Device.

	1.4	If any of the above instructions is not clear or if you have a question regarding the use of Computer Devices, please contact your supervisor.

2.	Notwithstanding the above, the Company does allows private use of the Computer Devices made available to you for work purpose, within reasonable bounds, subject to Section 1 above and Section 4 below.

3.	During work hours and/or while at Company’s offices you may access the internet for your own private use provided that such access is done for a reasonable period of time, and in accordance with the Company’s Computers Policy. For the removal of doubt, and without limitation, it is prohibited to access any web site that contains obscene, pornographic or abusive content, and/or includes content that infringes on protected Intellectual Property rights, and /or is involves gambling

4.	The Company’s e-mail account -

	4.1	Which was assigned to you is provided to you only for the purpose of work related use. You are not allowed to use the Company’s e-mail account for private purposes that are not related to the Company’s activities, such prohibited private use of your e-mail account includes correspondence with friends and family.

	4.2	In an event, you wish to send private e-mails during work hours and/or while at Company’s offices, you can do so through your private external web based e-mail account (Gmail, Hotmail etc.). As noted above, you are prohibited from saving to Computer Devices any files received through your external web based e-mail account, unless such files are saved per the terms of the exclusive exception detailed above.

In order to maintain the security of the Computer Devices and the protection of the Company’s legitimate interests, the Company is using various monitoring technologies, as well as blocking technologies, in the scope further detailed in the Computer Policy. These technologies enable the Company to monitor and review content and information which is present on Computer Devices or exchanged through Computer Devices, including through the Company’s e-mail account assigned to Company’s employees.

Page 16 of 17

6.	Said monitoring is not intended to infringe your privacy, and as a general rule the Company is not interested in reviewing correspondence which is exchanged through the Company’s e-mail account assigned to you. However, the Company may review professional correspondence and will act within the boundaries of applicable law, and when circumstances so require, necessitate and obligate, in order to protect the Company’s legitimate interests.

7.	In the event that private correspondence exists in the Computer Devices and/or the Company e-mail account assigned to you, this, despite the clear instructions detailed hereinabove, the Company may review such correspondence, if special and unique circumstances exist in which there is a serious suspicion that you are carrying out harmful or illegal activity through Computer Devices, and subject to your consent.

8.	It is further clarified that as part of the Company’s administration of its affairs, it may become necessary for another employee of the Company to access the Computer Devices that were assigned to you, in order review professional information on the Computer Devices that were assigned to you. Such access by other employees may occur during your employment or after the termination of your employment. In this respect, upon request from your supervisors or upon termination of employment, you are required to provide your supervisors with all access passwords that are necessary to access Computer Devices which were assigned to you, and materials that are saved on them.

9.	Any material or file that is saved on Company’s Computer Devices is deemed to be property of the Company.

As a sign of your consent to the Computer Policy and the foregoing instructions, you are required to sign below.

EMPLOYEE ACKNOWLEDGEMENT AND CONSENT:

I, the undersigned, hereby acknowledge and approve that I have read all the above mentioned, received any and all clarifications which I required, and agree to it.

Name

ID number

Signature

Date

Page 17 of 17

Exhibit 10.9

CONSULTING AGREEMENT

This Consulting Agreement (this “ Consulting Agreement ”) is made on August 15, 2019 (the “ Effective Date ”), by and between Bright Mountain Media, Inc., a Florida corporation (“ Bright Mountain ”), Slutzky & Winshman Ltd. , an Israeli company, Registration No. [ ] (the “ Company ”), and Nadav Slutzky (I.D. No. 039987375) (the “ Consultant ”).

WHEREAS, the Consultant is a shareholder and co-founder of the Company and has served as its Chief Executive Officer since February 11, 2015;

WHEREAS, on the Effective Date, Bright Mountain acquired all of the issued and outstanding ordinary shares of the Company from its shareholders, including the Consultant (the “ Shareholders ”), pursuant to the terms and conditions of that certain Share Exchange Agreement and Plan of Merger dated July 31, 2019 by and among Bright Mountain, Merger Sub (as defined therein), the Company and the Shareholders (the “ Share Exchange Agreement ”);

WHEREAS, on the closing of the Share Exchange Agreement, the Company became a wholly-owned subsidiary of Bright Mountain;

WHEREAS, in order to maintain the consistency of the operations of the Company following the closing of the Share Exchange Agreement, as a condition precedent to the transactions contemplated by the Share Exchange Agreement, the Consultant agreed to enter into this Agreement;

WHEREAS , the Company wishes to engage Consultant to provide the services described herein and Consultant has explicitly requested to be engaged as an independent contractor (and not as employee of the Company) with no employment relationship with the Company, and for the compensation and otherwise in accordance with the terms and conditions contained in this Agreement;

NOW THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, the Company and the Consultant, intending to be legally bound, agree to the terms set forth below.

Section 1. The Services

1.1	Scope of Services

	1.1.1	During the Term (as defined below), the Consultant will perform such services, as detailed in Exhibit A attached hereto and incorporated herein by reference, and such other services as may be agreed upon between the Company and the Consultant from time to time (the “ Services ”).

	1.1.2	The Consultant shall provide the Services in accordance with the parameters and schedule mutually agreed upon between the Company and Consultant from time to time. If the parties do not agree upon a schedule for the performance of certain Services, then the Consultant will perform such Services with due diligence under the circumstances and in a prudent and expeditious manner.

	1.1.3	Consultant’s activities with respect to this Agreement shall be coordinated with the Company through the supervisor identified by the Company on Exhibit A hereto or any other person nominated by the Company from time to time.

1.2	Performance of the Services

1.2.1

The Consultant shall perform the Services in an efficient, expeditious, professional manner and according to high standards in the industry. In the performance of the Services and this Agreement, the Consultant shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits and other governmental requirements (including, but not limited to, any such requirements imposed upon the Company with respect to the Services).

	1.2.2	The Consultant shall have at all times during the performance of the Services hereunder, all necessary rights, authorizations, or licenses to perform such Services and Consultant shall not utilize during the provision of the Services hereunder any proprietary information of any third party. The Consultant shall use its best efforts to promote the goodwill and reputation of the Company, its business and services in the performance of the Services.

	1.2.3	The Consultant shall immediately and without delay inform the Company of any affairs and/or matters that might constitute a conflict of interest with the Consultant’s position and/or engagement with the Company and/or the interests of the Company and/or of the Company’s clients. The Consultant shall promptly disclose to the Company any business opportunity that comes to its attention in connection with the Services. The Consultant shall not take advantage of, or divert, any such opportunity for the benefit of the Consultant or anyone else without the prior written consent of the Company.

1.3	Subcontracting . The Consultant shall not subcontract or otherwise delegate performance of any Services without the Company’s prior written consent.

Section 2. Compensation and Payment

2.1	Services Fees . Subject to and in consideration for the Services and the fulfillment of all of Consultant’s duties and obligations hereunder, the Company shall pay the Consultant the service fees set forth in Exhibit A attached hereto (the “ Compensation ”).

2.2	Payment . On or about the first day of each month during the Term, the Consultant shall deliver to the Company an invoice for any amounts due and payable under this Section 2 for the prior month. The Company will pay the amounts properly due and payable under each of the invoices issued in accordance with applicable law, within the time period set forth in Exhibit A attached hereto.

2.3	Taxes . It is explicitly agreed between the parties that any and all taxes, duties, fees, governmental or municipal fees or charges and/or other impositions that may be levied pursuant to any applicable law upon the Consultant with regards to the provision of the Services under this Agreement, including, but not limited to, Income Tax, shall be borne solely by the Consultant, and the amounts of the aforesaid payments shall be deemed to have been included in the Compensation and the Consultant shall indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Consultant. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Consultant, the Company shall withhold said tax at the rate set forth in the certification issued by the applicable tax authority at the rate determined by said law or regulation. Consultant shall indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Consultant.

2.4	The payments provided for under this Section 2 shall constitute the total and exclusive compensation payable by the Company to the Consultant for the provision of the Services hereunder. The Consultant shall not be entitled to any other form of compensation, commission, fee, bonus, equity, reimbursement or any other form of payment or consideration for the provision of the Services hereunder.

Section 3. Independent Contractor

3.1

The Consultant shall at all times act as an independent contractor, and shall not be, and/or claim to be, an employee of the Company. Consultant warrants that it is aware that this Agreement is only an agreement for the provision of services on a strictly contractual basis and does not create employer-employee relations between Consultant and the Company and does not confer upon Consultant any rights, except for those explicitly set forth herein.

3.3	The Consultant undertakes that it and/or anyone on its behalf shall not claim, demand, sue or bring any cause of action against the Company in connection with alleged employer-employee relations between it and the Company in connection with the Services, and if it or anyone on its behalf does so, it shall indemnify the Company upon its first demand for any expense that may be occasioned to it in respect of, or in connection with, a claim as aforesaid, including legal fees. Without prejudice to the generality of the aforesaid, it is hereby agreed that Consultant shall not be entitled to receive from the Company any severance pay and/or any other payment and/or other consideration deriving from employer-employee relations and/or the termination thereof and/or any social benefits which an employee is entitled to receive in connection with the provision of the Services.

3.4	If notwithstanding the agreement of the parties and the Consultant’s informed undertakings, declarations and representations under this Agreement, and for any reason whatsoever, a competent authority, including a judicial body, shall determine that the Consultant was, or is, the Company’s employee, and/or is entitled to an employee’s right and/or benefits, the following provisions shall apply: (i) the parties agree that they have made a mutual mistake regarding the amount of the Compensation. Had the parties been aware of such mistake, they would have agreed that the Consultant would be entitled to 60% (sixty percent) of the Compensation (the “ Agreed Alternative Payment ”). The parties agree that in this event the Compensation should have been the Agreed Alternative Payment, and the Consultant shall be obligated to return to the Company, on the day of the claim and/or demand which contradicts this Agreement, all additional amounts that the Consultant received from the Company beyond the Agreed Alternative Payment as defined above (the “ Excess Amount ”). Each Excess Amount, shall bear interest and shall be linked to the Cost of Living Index on the Consultant’s pay day – as compared to the Index on the day such amount will be returned to the Company; (ii) the Company shall be entitled to set off such Excess Amounts against all amounts that the Consultant shall be entitled to under this Agreement or any applicable law, or under the decision of the court or of any other competent tribunal as mentioned above, which shall not derogate from any other right of the Company to receive from the Consultant the rest of the amounts it is entitled to; (iii) the Consultant hereby waives any right to claim limitation of action. Notwithstanding any other provisions in this Agreement to the contrary, any bonus, incentive-based compensation, or any other compensation, paid to the Consultant pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any U.S. law, government regulation or stock exchange listing requirement will be subject to such deductions and claw back as may be required to be made pursuant to such U.S. law, government regulation or stock exchange listing requirement (or any policy adopted by the Bright Mountain pursuant to any such law, government regulation or stock exchange listing requirement).

Section 4. Term and Termination

4.1	Term . This Agreement shall commence on the Effective Date. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) calendar years (the “ Initial Term ”) unless terminated earlier by the Company in accordance with Section 4.3 . After the initial term, this Agreement shall automatically be renewed for an additional one (1) year term unless terminated earlier in accordance with Sections 4.2 or 4.3 below (the “ Renewal Term ” and collectively with the Initial Term, the “ Term ”).

4.2	Notice Period . During the Renewal Term, each party may terminate this Agreement by giving a ninety (90) days prior written notice of termination (the “ Notice Period ”). During the Notice Period, the Company will have the sole and absolute discretion to decide whether or not the Consultant shall provide the Services.

4.3	Termination for Cause .

	4.3.1	During the Term, Company may terminate this Agreement immediately, or terminate the Notice Period immediately in any of the circumstances set forth herein: (A) the Consultant’s death or Disability (as defined below); or (B) for Cause (as defined below).

		For the purpose of this Section 4.3 , “ Disability ” shall mean the physical or mental illness or injury as a result of which Consultant remains unable to perform his duties to the Company for a period of four (4) successive months, or for a period of 120 days in the aggregate during a 12 months period irrespective of whether such days are consecutive. Disability shall be deemed to occur upon the end of such four (4) month period (or 120-day period, as applicable); “ Cause ” means (A) committing or participating in an injurious act of fraud or embezzlement against the Company; (B) committing or participating, willfully, in an injurious act or omission in a manner which was materially damaging to the Company; (C) engaging in a criminal enterprise involving moral turpitude; (D) conviction for a felony under the laws of the State of Israel, the United States or any state thereof; (E) ) conviction of, or plea of guilty or nolo contendere to, violation of any U.S. Federal or state securities laws, rules or regulations, or any rules or regulations of any stock exchange or other market on which Bright Mountain Media’s securities may be listed or quoted for trading; (F) violation of Bright Mountain’s insider trading policies in a manner which was materially damaging to the Company; or (G) any assignment of this Agreement in violation of this Agreement.

4.4

Effect of Termination . Upon any expiration or termination of this Agreement, the following will apply: (i) the Company will pay the Consultant the amounts due in accordance with Section 2 for all Services actually performed in accordance with this Agreement prior to the expiration or termination of this Agreement; (ii) the Consultant shall immediately deliver to the Company all Inventions, Company Inventions, Confidential Information (as such terms are defined in the PIIA (as defined in Section 6 )), work products, reports and any other materials related to the Company or its business in its possession or control; (iii) the Company will not be obligated to pay the Consultant for any Services performed after the end of the Term; and (iv) the parties’ respective rights and obligations under Sections 2.4 , 3 , 4.4 , 5 , 6 and 7 will survive the expiration or termination of this Agreement as well as any rights, obligations and duties which by their nature extend beyond the expiration or termination of this Agreement (however so terminated).

Section 5. Representations; Warranties; Covenants

5.1

The Consultant represents and warrants that this Agreement and the performance of the Services and the Consultant’s other obligations under this Agreement (i) will not constitute or cause any breach, default or violation of any other consulting, nondisclosure, confidentiality or other agreement to which the Consultant is a party; (ii) do not require the consent of any person or entity; (iii) do not and will not violate any policies or procedures of any other person or entity for which it performs services concurrently with those performed herein; (iv) will be performed with promptness and diligence in a workmanlike manner, in accordance with the practices and standards used in professional well-managed operations performing similar services; and (v) do not and will not infringe, misappropriate or violate any patent, copyright, trade secret, trademark or other intellectual property right of any third party. The Consultant further represents and warrants that it has the power and authority necessary to enter into this Agreement, and that it has the necessary experience, expertise, skills and know-how needed to perform its obligations under this Agreement fully and completely, in a professional and diligent manner.

5.2

The Consultant agrees to the transfer of any information related to it and held by the Company to a database (including a database located abroad) and to any other person or entity, as the Company shall deem necessary and reasonable for business purposes or to pursue the Company’s business interests.

Section 6. Confidential Information, Proprietary Rights, Assignment of Inventions; Non-Compete

6.1	Consultant shall, simultaneously herewith, execute the non-competition, proprietary information and inventions agreement, attached hereto as Exhibit B and incorporated herein by reference as part of this Agreement (the “ PIIA ”). For the removal of doubt, execution of the PIIA by Consultant is a condition precedent to this Agreement becoming effective. Consultant agrees to comply with all insider trading policies of Bright Mountain as may be adopted or amended from time to time and brought to his attention during the Term and any Renewal Term.

6.2	Consultant agrees that any breach of this Section 6 or any of the provisions of the PIIA by Consultant would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of Consultant’s obligations hereunder.

Section 7. Miscellaneous

7.1	Notices . Any notice to be given under this Agreement shall be in writing and may be sent by email or by post. The preferred method of communication is email. The Parties shall notify each other of any change in their contact details for notices. Emails will be deemed to have been received one hour after being sent or, if this falls after close of business, at 9.00 a.m. on the following working day provided that an undeliverable message has not been generated by then.

7.2	Non-waiver . The failure of the Company to insist upon or enforce strict performance of any provision of this Agreement or to exercise any of its rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment to any extent of the Company’s rights to assert or rely on any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. All waivers by the Company shall be in writing.

7.3	Severability . In the event any provision of this Agreement shall be determined to be unenforceable, because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable.

7.4	Assignment . The Consultant will not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the prior written consent of the Company. The Company shall have the right to assign its rights and obligations under this Agreement to a party which assumes the Company’s obligations hereunder. Subject to the foregoing restriction on assignments by the Consultant, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors, assigns and legal representatives.

7.5	Governing Law; Venue and Jurisdiction . This Agreement shall be governed and construed under and in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in such state (without giving effect to the conflicts of laws provisions thereof); provided however, that all matters relating specifically to compliance with employment laws of the State of Israel shall be governed by and construed in accordance with the internal substantive laws of the State of Israel. Each of the parties hereto expressly and irrevocably: (1) agree that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in United States District Court for the Southern District of Florida, Palm Beach County, Florida; (2) waive any objection they may have now or hereafter to the venue of any such suit, action or proceeding; and (3) consent to the in personam jurisdiction of United States District Court for the Southern District of Florida, Palm Beach County, Florida in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the United States District Court for the Southern District of Florida, Palm Beach County, Florida and agree that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding.

7.6	Amendments . This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto.

7.7	Entire Agreement . This Agreement sets forth the entire agreement, and supersedes any and all prior agreements, of the parties with respect to the Services performed or to be performed by the Consultant hereunder, including the Services Agreement by and between the parties herein, dated January 1, 2017. All actions to be taken by the Company hereby shall be taken upon the instruction of the Chief Executive Officer of Bright Mountain.

7.8	Public Disclosures . The Consultant is hereby granting the Company and Bright Mountain permission to mention the Consultant’s name as a consultant to the Company. Other than specifically agreed in writing between the Company and the Consultant or required by applicable law or court order, the Consultant shall not disclose the terms of this Agreement.

7.9	Headings; Interpretation . Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement. The preamble, exhibits and schedules to this Agreement constitute an integral part hereof. Words in the singular shall include the plural and vice versa; words in the masculine shall include the feminine and vice versa; and reference to a person shall also include corporate bodies and other legal entities .

7.10	Counterparts . This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

IN WITNESS WHEREOF , the parties have duly executed this Agreement as of the date first set forth above.

COMPANY:		CONSULTANT:

Slutzky & Winshman Ltd.

Signature:	*/s/ Joey Winshman*	Signature:	/s/ Nadav Slutzky
Name:	Joey Winshman	Name:	Nadav Slutzky
Title:	Chief Marketing Officer

Bright Mountain Media, Inc.

Signature: / s/ W. Kip Speyer

W. Kip Speyer, Chief Executive Officer

Exhibit A

to the Consulting Agreement by and between Bright Mountain Media, Inc., Slutzky & Winshman Ltd. and Nadav Slutzky (the “Agreement”)

A.	Name of Company’s Supervisor : The Board of Directors and the Chief Executive Officer of Bright Mountain.

B.	Description and Scope of Services : The Consultant shall provide services in the field of online marketing (the “ Services ”).

C.	Compensation : In consideration of the provision of the Services in accordance with the terms and conditions of the Agreement, the Consultant shall be entitled to receive from the Company the following consideration (collectively, the “ Compensation ”):

	(1)	Fee : a monthly gross fee of NIS 57,308 + VAT

	(2)	Annual Cash Bonus : In addition to his monthly fee, Consultant shall be entitled to an annual cash bonus in accordance with, and subject to, all the terms and conditions of the applicable plan to be adopted by the Company (the “ Annual Bonus ”). The Parties agree that no later than Sixty (60) days from the Effective Date, the terms and conditions under which the Consultant shall be entitled to receive the Annual Bonus will be agreed upon in writing.

	(3)	Reimbursement of Expenses : The Company shall reimbursement the Consultant for any reasonable expenses incurred by Consultants during the provision of the Services, including reimbursement of mobile phone expenses, car expenses, etc, provided that such expenses have been pre-approved by the Company. Reimbursement of any out of pocket expenses shall be done against receipts and/or other appropriate documentation as may be required by Company from time to time. All in accordance with the Company’s policies and guidelines on this subject.

	(4)	Reimbursement of Travel Expenses: The Company shall reimbursement the Consultant for travel expenses incurred on by Consultants during the provision of the Services, provided that the Consultant has received the Company’s prior written consent before booking any such travel. For the purpose of such reimbursement, the Consultant shall be required to present the relevant receipts to the Company and to fill an expense report in accordance with the Company’s policy.

The Company will pay the amount properly due and payable under each of the Consultant’s invoices issued in accordance with applicable law, within seven (7) days after receiving an invoice.

BY THEIR SIGNATURE BELOW, THE PARTIES ACKNOWLEDGE THAT THE FOREGOING EXHIBIT REFLECTS THE PARTIES’ AGREEMENT:

COMPANY:		CONSULTANT:

Slutzky & Winshman Ltd.

Signature:	/s/ Joey Winshman	Signature:	/s/ Nadav Slutzky
Name:	Joey Winshman	Name:	Nadav Slutzky
Title:	Chief Marketing Officer	Date:	August 15, 2019

Exhibit B

NON-COMPETITION, PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

THIS NON-COMPETITION, PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT (“ Agreement ”) is made effective as of August 15, 2019 (“ Effective Date ”) by and between Slutzky & Winshman Ltd. , a corporation organized under the laws of the State of Israel (the “ Company ”) and the undersigned (the “ Consultant ”). Unless the context otherwise requires, the term “Company” shall also include all direct and indirect existing and future subsidiary, parent or related corporations of the Company, including but not limited Bright Mountain Media, Inc., a Florida corporation (“ Bright Mountain ”).

AGREEMENT

Consultant acknowledges that Consultant’s engagement with the Company, whether before or after the date of this Agreement (the “ Engagement ”) pursuant to the terms and conditions of the consulting agreement to which this Agreement is attached (the “ Consulting Agreement ”) creates a relationship of confidence and trust between Consultant and the Company with respect to all Confidential Information and Inventions (as such terms are defined below) of the Company.

In consideration and as a condition of Consultant’s engagement with the Company, the compensation paid therefore, and the benefits received therefore, the sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

1. Confidential Information

(a) Confidentiality . Except as herein provided, Consultant agrees that during and after termination of Consultant’s Engagement with the Company, Consultant (i) shall keep all Confidential Information (as defined below) confidential and shall not directly or indirectly, use, divulge, publish or otherwise disclose or allow to be disclosed any aspect of Confidential Information without the Company’s prior written consent; (ii) shall refrain from any action or conduct which might reasonably or foreseeably be expected to compromise the confidentiality or proprietary nature of the Confidential Information; and (iii) shall follow recommendations made by the Board of Directors, officers or supervisors of the Company from time to time regarding Confidential Information. “Confidential Information” includes but is not limited to Inventions and Company Inventions (as defined in section 2(b)), Assignable Inventions (as defined in section 2(c)), trade secrets, confidential information, knowledge or data of the Company, or any of its clients, customers, consultants, shareholders, licensees, licensors, vendors or affiliates, that Consultant may produce, obtain or otherwise acquire or have access to during the course of Consultant’s Engagement with the Company (whether before or after the date of this Agreement), including but not limited to: business plans, records, and affairs; customer files and lists; special customer matters; sales practices; methods and techniques; merchandising concepts, strategies and plans; sources of supply and vendors; special business relationships with vendors, agents, and brokers; promotional materials and information; financial matters; mergers; acquisitions; equipment, technologies and processes; selective personnel matters; inventions; developments; product specifications; procedures; pricing information; intellectual property; know-how; technical data; software programs; algorithms; operations and production costs; processes; designs; formulas; ideas; plans; devices; materials; and other similar matters which are confidential. All Confidential Information and all tangible materials containing Confidential Information are and shall remain the sole property of the Company.

(b) Limitation . Consultant shall have no obligation under this Agreement to maintain in confidence any information that (i) is in the public domain at the time of disclosure; (ii) though originally Confidential Information, subsequently enters the public domain other than by breach of Consultant’s obligations hereunder or by breach of another person’s or entity’s confidentiality obligations; or (iii) is shown by documentary evidence to have been known by Consultant prior to disclosure to Consultant by the Company.

(c) Information of Consultant’s Former Employers/Recipients of Services . Consultant agrees that Consultant has not and will not, during the term of the Engagement with the Company, (i) improperly use or disclose any proprietary information or trade secrets of any former employer/recipient of services or other person or entity with which Consultant has an agreement or duty to keep in confidence information acquired by Consultant, if any, or (ii) bring onto the premises of the Company any document or confidential or proprietary information belonging to such employer/recipient of services, person or entity unless consented to in writing by such employer, person or entity and by the Company. Consultant will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.

(d) Third Party Information . Consultant recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes the Company and such third parties, during Consultant’s Engagement with the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party.

(e) Insider Trading . Consultant agrees to comply with all insider trading policies of Bright Mountain as may be adopted or amended from time to time, and brought to his attention, during the Term and any Renewal Term.

2. Inventions

(a) Inventions Retained and Licensed . Consultant has attached hereto, as Exhibit B1 , a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to Consultant (whether made solely by Consultant or jointly with others) that (i) were developed by Consultant prior to Consultant’s Engagement with Company; (ii) relate to Company’s actual or proposed business, products or research and development; and (iii) are not assigned to Company hereunder (collectively, “ Prior Inventions ”); or, if Exhibit B1 is incomplete or if no such list is attached, Consultant represents that there are no such Prior Inventions. Consultant hereby acknowledges that it shall not incorporate into or with the Company’s products or otherwise use in the scope of its Engagement with the Company, any Prior Inventions or any third party intellectual property without first receiving Company’s prior written approval therefor. If in the course of Consultant’s service for Company, Consultant incorporates into a Company’s product, process or machine a Prior Invention owned by Consultant or in which Consultant’s has an interest, Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

(b) Assignment of Inventions . Consultant hereby agrees and acknowledged that Company is and shall remain the sole and exclusive owner, and/or to the extent necessary hereby assigns and transfers to Company, to the fullest extent under applicable law, Consultant’s entire right, title and interest in and to all inventions, ideas, improvements, designs, developments, works, know-how, original works of authorship, formulae, concepts, techniques, methods, systems, processes, compositions of matter, algorithms, computer software programs (including, but not limited to, any code, modules, tools, and libraries), databases, trade secrets and discoveries and any other intellectual creations of any nature whatsoever (the “ Inventions ”), whether or not patentable and whether or not reduced to practice, made or conceived by Consultant, whether solely by Consultant or jointly with others, during the period of Consultant’s Engagement with Company that either (i) relate in any manner to the actual or demonstrably anticipated business, work, Confidential Information or research and development of Company, its affiliates or subsidiaries; or (ii) are developed in whole or in part on Company’s time or using Company’s equipment, supplies, facilities or Confidential Information; or (iii) result from or are suggested by any task assigned to Consultant or any work or service performed by Consultant for or on behalf of Company, its affiliates or subsidiaries, or by the scope of Consultant’s Engagement or any other duties and responsibilities with Company, its affiliates or subsidiaries (the “ Company Inventions ”). Without derogating from the aforementioned Consultant further acknowledges that all original works of authorship that are made by Consultant, solely or jointly with others, within the scope of and during the period of Consultant’s Engagement with the Company and that are protectible by copyright are “works made for hire , ” as defined in the U.S. Copyright Act and shall be owned solely by the Company. Further, without derogating from the aforementioned, Consultant hereby explicitly waives any interest, claim or demand that the Consultant may have for, or may be entitled to, with respect to any consideration, compensation or royalty in connection with the Inventions, including but not limited to, any claims for consideration, compensation or royalty under any law of any applicable jurisdiction (including, to the extent applicable or found by any competent court or tribunal despite the Parties’ agreement hereunder irrevocably waives any right to receive remuneration or royalty for “Service Inventions” under Section 134 of Patents Law 1967). Consultant hereby acknowledges and declares that the Compensation provided under the Consulting Agreement constitutes the entire compensation to which Consultant is entitled to and includes any and all consideration with respect to the Company Inventions developed by Consultant. Consultant further waives the right to bring any claims, demands or allegations to receive compensation, consideration or royalty with respect to the Moral Rights (as further defined) and the Company Inventions. “ Moral Rights ” as used herein means the rights of an author under Section 45 of the Israeli Copyright Law, 2007, or any other similar provision under any law of any applicable jurisdiction, including the right of the author to be known as the author of his/her work; to prevent others from being named as the author of his/her work; to prevent others from making deforming changes in his/her work in a manner that reflects negatively on his/her professional standing, his/her goodwill or dignity.

(c) Disclosure of Inventions . Consultant agrees that in connection with any Invention: (i) Consultant shall promptly disclose such Invention in writing to Consultant’s immediate supervisor at Company (which shall be received in confidence by Company), regardless of whether Consultant believes the Invention is a Company Invention or not, in order to permit Company to claim rights to which it may be entitled under this Agreement; and (ii) Consultant shall, at Company’s request, promptly execute a written assignment of title to Company for any Inventions including Company Invention required to be assigned by Section 2(b), (an “ Assignable Invention”) , and Consultant will preserve any such Assignable Invention as Confidential Information of Company.

(d) Patent and Copyright Registrations . Consultant agrees to assist Company, or its designee, at Company’s expense, in every proper way to secure Company’s rights in the Assignable Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and other instruments that Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Assignable Inventions, and any copyrights, patents, or other intellectual property rights relating thereto. Consultant further agrees that Consultant’s obligation to execute or cause to be executed, when it is in Consultant’s power to do so, any such instrument or papers shall continue after the termination of Consultant’s Engagement with Company. If Company is unable because of Consultant’s mental or physical incapacity or for any other reason to secure Consultant’s signature to apply for or to pursue any application for any Israel, U.S. or other patents or copyright registrations covering Assignable Inventions or original works of authorship assigned to Company as above, then Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Consultant.

(e) Other Obligations . Consultant acknowledges that Company from time to time may have agreements with other persons or with the Israeli, U.S. or other governments, or agencies thereof, that impose obligations or restrictions on Company regarding Inventions made during the course of work thereunder or regarding the confidential nature of such work. Consultant agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of Company thereunder.

3. Return of Confidential Material. Upon Company’s request or in the event of Consultant’s termination of Engagement with Company for any reason whatsoever, Consultant agrees to promptly surrender and deliver to Company all records, materials, equipment, drawings, documents and data of any nature pertaining to any Confidential Information or to Consultant’s Engagement, and Consultant will not retain or take any tangible materials or electronically stored data, containing or pertaining to any Confidential Information that Consultant may produce, acquire or obtain access to during the course of Consultant’s Engagement.

4. Notification of New Employer/Recipient of Services. If the Engagement hereunder is terminated, Consultant hereby consents to the Company notifying Consultant’s new employer/recipient of services about Consultant’s rights and obligations under this Agreement.

5. Non-Solicitation and Non-Competition.

(a) Restrictions. Consultant agrees that during the period of Consultant’s Engagement with the Company and for twenty four (24) months after the date of termination of Consultant’s Engagement with Company (for any reason or no reason, whether voluntary or involuntary), Consultant’s will not, either directly or indirectly, either alone or jointly with others or as an employee, agent, consultant owner, partner, joint venturer, stockholder, broker, principal, corporate officer, director, licensor or in any other capacity or as an employee of any person, firm or company, anywhere in the world:

(i) induce, solicit, recruit or encourage (or endeavor to induce, solicit, recruit or encourage) any employee or consultant of the Company to leave the Company;

(ii) solicit the business of any client or customer of Company (other than on behalf of Company);

(iii) solicit or approach in competition with the Company, any person or entity which was provided with goods or services by the Company, provided goods or services to the Company or who invested or contemplated investment in the Company at any time during the 24 months immediately prior to the date of termination of the Engagement, for the purpose of offering or receiving goods or services of the same type as or similar to the goods or services supplied or received by the Company at the date of termination of the Engagement or for the purpose of soliciting investment in an entity other than the Company;

(iv) engage in any activity that is direct completion with the business or demonstrably anticipated business of Company;

(v) carry on or hold an interest in any corporation, venture, entity or other business (other than a minority interest in a publicly traded company) which competes with the products or services of the Company: or

(vi) assist any other person or organization in competing or in preparing to compete with the business or demonstrably anticipated business of the Company or act as an employee, officer consultant or in any managerial capacity in a business in competition with the Company.

(b) Enforcement. If at any time any of the provisions of Section 5(a) are deemed invalid or unenforceable or are prohibited by the laws of the state or place where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement. The provisions of Section 5(a), as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included.

6. Representations. Consultant agrees to execute any proper oath or verify any proper document required to carry out or evidence compliance with the terms of this Agreement. Consultant represents that Consultant’s performance of all the terms of this Agreement, and as a Consultant to the Company, will not breach any agreement to keep in confidence proprietary information acquired by Consultant in confidence or in trust prior to Consultant’s retention by Company. Consultant has not entered into, and Consultant agrees that Consultant’s will not enter into, any oral or written agreement in conflict herewith.

7. Equitable Relief. Consultant agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in this Agreement. Accordingly, Consultant agrees that if Consultant breaches this Agreement, including without limitation the provisions of Section 5(a), hereunder, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Consultant further agrees that no bond or other security shall be required in obtaining such equitable relief and Employee hereby consents to such injunction’s issuance and to the ordering of specific performance. In any legal proceeding commenced under this Section 7, the losing party shall pay the prevailing party’s actual attorneys’ fees and expenses incurred in the preparation for, conduct of or appeal or enforcement of judgment from the proceeding. The phrase “prevailing party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise.

8. Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed and construed under and in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in such state (without giving effect to the conflicts of laws provisions thereof); provided however, that all matters relating specifically to compliance with employment laws of the State of Israel shall be governed by and construed in accordance with the internal substantive laws of the State of Israel. Each of the parties hereto expressly and irrevocably: (1) agree that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in United States District Court for the Southern District of Florida, Palm Beach County, Florida; (2) waive any objection they may have now or hereafter to the venue of any such suit, action or proceeding; and (3) consent to the in personam jurisdiction of United States District Court for the Southern District of Florida, Palm Beach County, Florida in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the United States District Court for the Southern District of Florida, Palm Beach County, Florida and agree that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding.

9. Entire Agreement. This Agreement and the Consulting Agreement sets forth the entire agreement and understanding between Company and Consultant relating to the subject matter herein and merges all prior discussions and agreements between the parties with respect that subject matter. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the Company and Consultant. Any subsequent change or changes in Consultant’s duties, salary or compensation will not affect the validity or scope of this Agreement.

10. Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

11. Successors and Assigns. This Agreement will be binding upon Consultant’s heirs, executors, administrators and other legal representatives and will be for the benefit of Company, its successors, and its assigns.

12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

13. No Employment Contract. Nothing in this Agreement shall be construed to create a contract of employment, either express or implied-in-fact, for any fixed term or requiring cause for termination.

[signature page follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Effective Date.

COMPANY:		CONSULTANT:

Slutzky & Winshman Ltd.

Signature:	*/s/ Joey Winshman*	Signature:	*/s/ Nadav Slutzky*
Name:	Joey Winshman	Name:	Nadav Slutzky
Title:	Chief Marketing Officer	Date:	August 15, 2019

Bright Mountain Media, Inc.

Signature: /s/ W. Kip Speyer

W. Kip Speyer, Chief Executive Officer

Exhibit B1

TO THE PROPRIETARY INFORMATION, NON-COMPETITION AND INVENTIONS AGREEMENT

Prior Inventions

Following a list of Prior Inventions of the Consultant:

1. __________________________________________________________

2. __________________________________________________________

3. __________________________________________________________

4. __________________________________________________________

If nothing is listed, I will be regarded as having declared that I have no Prior Inventions.


	Consultant (Signature)		Date

Exhibit 10.10

CONSULTING AGREEMENT

This Consulting Agreement (this “ Consulting Agreement ”) is made on August 15, 2019 (the “ Effective Date ”), by and between Bright Mountain Media, Inc., a Florida corporation (“ Bright Mountain ”), Slutzky & Winshman Ltd. , an Israeli company, Registration No. [●] (the “ Company ”), and Eli Desatnik (I.D. No. 309236032) (the “ Consultant ”).

WHEREAS, the Consultant is a shareholder and co-founder of the Company and has served as its Chief Innovation and Product Officer since February 11, 2015;

WHEREAS, on the closing of the Share Exchange Agreement, the Company became a wholly-owned subsidiary of Bright Mountain;

Section 1. The Services

1.1	Scope of Services

	1.1.1	During the Term (as defined below), the Consultant will perform such services, as detailed in Exhibit A attached hereto and incorporated herein by reference, and such other services as may be agreed upon between the Company and the Consultant from time to time (the “ Services ”).

	1.1.2	The Consultant shall provide the Services in accordance with the parameters and schedule mutually agreed upon between the Company and Consultant from time to time. If the parties do not agree upon a schedule for the performance of certain Services, then the Consultant will perform such Services with due diligence under the circumstances and in a prudent and expeditious manner.

	1.1.3	Consultant’s activities with respect to this Agreement shall be coordinated with the Company through the supervisor identified by the Company on Exhibit A hereto or any other person nominated by the Company from time to time.

1.2	Performance of the Services

	1.2.1	The Consultant shall perform the Services in an efficient, expeditious, professional manner and according to high standards in the industry. In the performance of the Services and this Agreement, the Consultant shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits and other governmental requirements (including, but not limited to, any such requirements imposed upon the Company with respect to the Services).

	1.2.2	The Consultant shall have at all times during the performance of the Services hereunder, all necessary rights, authorizations, or licenses to perform such Services and Consultant shall not utilize during the provision of the Services hereunder any proprietary information of any third party. The Consultant shall use its best efforts to promote the goodwill and reputation of the Company, its business and services in the performance of the Services.

	1.2.3	The Consultant shall immediately and without delay inform the Company of any affairs and/or matters that might constitute a conflict of interest with the Consultant’s position and/or engagement with the Company and/or the interests of the Company and/or of the Company’s clients. The Consultant shall promptly disclose to the Company any business opportunity that comes to its attention in connection with the Services. The Consultant shall not take advantage of, or divert, any such opportunity for the benefit of the Consultant or anyone else without the prior written consent of the Company.

1.3	Subcontracting . The Consultant shall not subcontract or otherwise delegate performance of any Services without the Company’s prior written consent.

Section 2. Compensation and Payment

2.1	Services Fees . Subject to and in consideration for the Services and the fulfillment of all of Consultant’s duties and obligations hereunder, the Company shall pay the Consultant the service fees set forth in Exhibit A attached hereto (the “ Compensation ”).

2.2	Payment . On or about the first day of each month during the Term, the Consultant shall deliver to the Company an invoice for any amounts due and payable under this Section 2 for the prior month. The Company will pay the amounts properly due and payable under each of the invoices issued in accordance with applicable law, within the time period set forth in Exhibit A attached hereto.

2.3	Taxes . It is explicitly agreed between the parties that any and all taxes, duties, fees, governmental or municipal fees or charges and/or other impositions that may be levied pursuant to any applicable law upon the Consultant with regards to the provision of the Services under this Agreement, including, but not limited to, Income Tax, shall be borne solely by the Consultant, and the amounts of the aforesaid payments shall be deemed to have been included in the Compensation and the Consultant shall indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Consultant. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Consultant, the Company shall withhold said tax at the rate set forth in the certification issued by the applicable tax authority at the rate determined by said law or regulation. Consultant shall indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Consultant.

2.4	The payments provided for under this Section 2 shall constitute the total and exclusive compensation payable by the Company to the Consultant for the provision of the Services hereunder. The Consultant shall not be entitled to any other form of compensation, commission, fee, bonus, equity, reimbursement or any other form of payment or consideration for the provision of the Services hereunder.

Section 3. Independent Contractor

3.1	The Consultant shall at all times act as an independent contractor, and shall not be, and/or claim to be, an employee of the Company. Consultant warrants that it is aware that this Agreement is only an agreement for the provision of services on a strictly contractual basis and does not create employer-employee relations between Consultant and the Company and does not confer upon Consultant any rights, except for those explicitly set forth herein.

3.3	The Consultant undertakes that it and/or anyone on its behalf shall not claim, demand, sue or bring any cause of action against the Company in connection with alleged employer-employee relations between it and the Company in connection with the Services, and if it or anyone on its behalf does so, it shall indemnify the Company upon its first demand for any expense that may be occasioned to it in respect of, or in connection with, a claim as aforesaid, including legal fees. Without prejudice to the generality of the aforesaid, it is hereby agreed that Consultant shall not be entitled to receive from the Company any severance pay and/or any other payment and/or other consideration deriving from employer-employee relations and/or the termination thereof and/or any social benefits which an employee is entitled to receive in connection with the provision of the Services.

3.4	If notwithstanding the agreement of the parties and the Consultant’s informed undertakings, declarations and representations under this Agreement, and for any reason whatsoever, a competent authority, including a judicial body, shall determine that the Consultant was, or is, the Company’s employee, and/or is entitled to an employee’s right and/or benefits, the following provisions shall apply: (i) the parties agree that they have made a mutual mistake regarding the amount of the Compensation. Had the parties been aware of such mistake, they would have agreed that the Consultant would be entitled to 60% (sixty percent) of the Compensation (the “ Agreed Alternative Payment ”). The parties agree that in this event the Compensation should have been the Agreed Alternative Payment, and the Consultant shall be obligated to return to the Company, on the day of the claim and/or demand which contradicts this Agreement, all additional amounts that the Consultant received from the Company beyond the Agreed Alternative Payment as defined above (the “ Excess Amount ”). Each Excess Amount, shall bear interest and shall be linked to the Cost of Living Index on the Consultant’s pay day – as compared to the Index on the day such amount will be returned to the Company; (ii) the Company shall be entitled to set off such Excess Amounts against all amounts that the Consultant shall be entitled to under this Agreement or any applicable law, or under the decision of the court or of any other competent tribunal as mentioned above, which shall not derogate from any other right of the Company to receive from the Consultant the rest of the amounts it is entitled to; (iii) the Consultant hereby waives any right to claim limitation of action. Notwithstanding any other provisions in this Agreement to the contrary, any bonus, incentive-based compensation, or any other compensation, paid to the Consultant pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any U.S. law, government regulation or stock exchange listing requirement will be subject to such deductions and claw back as may be required to be made pursuant to such U.S. law, government regulation or stock exchange listing requirement (or any policy adopted by the Bright Mountain pursuant to any such law, government regulation or stock exchange listing requirement).

Section 4. Term and Termination

4.1	Term . This Agreement shall commence on the Effective Date. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) calendar years (the “ Initial Term ”) unless terminated earlier by the Company in accordance with Section 4.3 . After the initial term, this Agreement shall automatically be renewed for an additional one (1) year term unless terminated earlier in accordance with Sections 4.2 or 4.3 below (the “ Renewal Term ” and collectively with the Initial Term, the “ Term ”).

4.2	Notice Period . During the Renewal Term, each party may terminate this Agreement by giving a ninety (90) days prior written notice of termination (the “ Notice Period ”). During the Notice Period, the Company will have the sole and absolute discretion to decide whether or not the Consultant shall provide the Services.

4.3	Termination for Cause .

	4.3.1	During the Term, Company may terminate this Agreement immediately, or terminate the Notice Period immediately in any of the circumstances set forth herein: (A) the Consultant’s death or Disability (as defined below); or (B) for Cause (as defined below).

		For the purpose of this Section 4.3 , “ Disability ” shall mean the physical or mental illness or injury as a result of which Consultant remains unable to perform his duties to the Company for a period of four (4) successive months, or for a period of 120 days in the aggregate during a 12 months period irrespective of whether such days are consecutive. Disability shall be deemed to occur upon the end of such four (4) month period (or 120-day period, as applicable); “ Cause ” means (A) committing or participating in an injurious act of fraud or embezzlement against the Company; (B) committing or participating, willfully, in an injurious act or omission in a manner which was materially damaging to the Company; (C) engaging in a criminal enterprise involving moral turpitude; (D) conviction for a felony under the laws of the State of Israel, the United States or any state thereof; (E) ) conviction of, or plea of guilty or nolo contendere to, violation of any U.S. Federal or state securities laws, rules or regulations, or any rules or regulations of any stock exchange or other market on which Bright Mountain Media’s securities may be listed or quoted for trading; (F) violation of Bright Mountain’s insider trading policies in a manner which was materially damaging to the Company; or (G) any assignment of this Agreement in violation of this Agreement..

4.4

Section 5. Representations; Warranties; Covenants

5.1	The Consultant represents and warrants that this Agreement and the performance of the Services and the Consultant’s other obligations under this Agreement (i) will not constitute or cause any breach, default or violation of any other consulting, nondisclosure, confidentiality or other agreement to which the Consultant is a party; (ii) do not require the consent of any person or entity; (iii) do not and will not violate any policies or procedures of any other person or entity for which it performs services concurrently with those performed herein; (iv) will be performed with promptness and diligence in a workmanlike manner, in accordance with the practices and standards used in professional well-managed operations performing similar services; and (v) do not and will not infringe, misappropriate or violate any patent, copyright, trade secret, trademark or other intellectual property right of any third party. The Consultant further represents and warrants that it has the power and authority necessary to enter into this Agreement, and that it has the necessary experience, expertise, skills and know-how needed to perform its obligations under this Agreement fully and completely, in a professional and diligent manner.

5.2	The Consultant agrees to the transfer of any information related to it and held by the Company to a database (including a database located abroad) and to any other person or entity, as the Company shall deem necessary and reasonable for business purposes or to pursue the Company’s business interests.

Section 6. Confidential Information, Proprietary Rights, Assignment of Inventions; Non-Compete

6.1	Consultant shall, simultaneously herewith, execute the non-competition, proprietary information and inventions agreement, attached hereto as Exhibit B and incorporated herein by reference as part of this Agreement (the “ PIIA ”). For the removal of doubt, execution of the PIIA by Consultant is a condition precedent to this Agreement becoming effective. Consultant agrees to comply with all insider trading policies of Bright Mountain as may be adopted or amended from time to time and brought to his attention during the Term and any Renewal Term.

6.2	Consultant agrees that any breach of this Section 6 or any of the provisions of the PIIA by Consultant would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of Consultant’s obligations hereunder.

Section 7. Miscellaneous

7.1	Notices . Any notice to be given under this Agreement shall be in writing and may be sent by email or by post. The preferred method of communication is email. The Parties shall notify each other of any change in their contact details for notices. Emails will be deemed to have been received one hour after being sent or, if this falls after close of business, at 9.00 a.m. on the following working day provided that an undeliverable message has not been generated by then.

7.2	Non-waiver . The failure of the Company to insist upon or enforce strict performance of any provision of this Agreement or to exercise any of its rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment to any extent of the Company’s rights to assert or rely on any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. All waivers by the Company shall be in writing.

7.3	Severability . In the event any provision of this Agreement shall be determined to be unenforceable, because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable.

7.4	Assignment . The Consultant will not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the prior written consent of the Company. The Company shall have the right to assign its rights and obligations under this Agreement to a party which assumes the Company’s obligations hereunder. Subject to the foregoing restriction on assignments by the Consultant, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors, assigns and legal representatives.

7.5	Governing Law; Venue and Jurisdiction . This Agreement shall be governed and construed under and in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in such state (without giving effect to the conflicts of laws provisions thereof); provided however, that all matters relating specifically to compliance with employment laws of the State of Israel shall be governed by and construed in accordance with the internal substantive laws of the State of Israel. Each of the parties hereto expressly and irrevocably: (1) agree that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in United States District Court for the Southern District of Florida, Palm Beach County, Florida; (2) waive any objection they may have now or hereafter to the venue of any such suit, action or proceeding; and (3) consent to the in personam jurisdiction of United States District Court for the Southern District of Florida, Palm Beach County, Florida in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the United States District Court for the Southern District of Florida, Palm Beach County, Florida and agree that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding.

7.6	Amendments . This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto.

7.7	Entire Agreement . This Agreement sets forth the entire agreement, and supersedes any and all prior agreements, of the parties with respect to the Services performed or to be performed by the Consultant hereunder, including the Services Agreement by and between the parties herein, dated March 1, 2019. All actions to be taken by the Company hereby shall be taken upon the instruction of the Chief Executive Officer of Bright Mountain.

7.8	Public Disclosures . The Consultant is hereby granting the Company and Bright Mountain permission to mention the Consultant’s name as a consultant to the Company. Other than specifically agreed in writing between the Company and the Consultant or required by applicable law or court order, the Consultant shall not disclose the terms of this Agreement.

7.9	Headings; Interpretation . Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement. The preamble, exhibits and schedules to this Agreement constitute an integral part hereof. Words in the singular shall include the plural and vice versa; words in the masculine shall include the feminine and vice versa; and reference to a person shall also include corporate bodies and other legal entities .

7.10	Counterparts . This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

IN WITNESS WHEREOF , the parties have duly executed this Agreement as of the date first set forth above.

COMPANY:		CONSULTANT:

Slutzky & Winshman Ltd.

Signature:	/s/ Nadav Slutzky	Signature:	/s/ Eli Desatnik
Name:	Nadav Slutzky	Name:	Eli Desatnik
Title:	Chief Executive Officer

Bright Mountain Media, Inc.

Signature:	/s/ W. Kip Speyer
	W. Kip Speyer,
	Chief Executive Officer

Exhibit A

to the Consulting Agreement by and between Bright Mountain Media, Inc., Slutzky & Winshman Ltd. and Eli Desatnik (the “Agreement”)

A.	Name of Company’s Supervisor : The Board of Directors and the Chief Executive Officer of Bright Mountain.

B.	Description and Scope of Services : The Consultant shall provide services in the field of online marketing (the “ Services ”).

C.	Compensation : In consideration of the provision of the Services in accordance with the terms and conditions of the Agreement, the Consultant shall be entitled to receive from the Company the following consideration (collectively, the “ Compensation ”):

	(1)	Fee : a monthly gross fee of NIS 57,308 + VAT

	(2)	Annual Cash Bonus : In addition to his monthly fee, Consultant shall be entitled to an annual cash bonus in accordance with, and subject to, all the terms and conditions of the applicable plan to be adopted by the Company (the “ Annual Bonus ”). The Parties agree that no later than sixty (60) days from the Effective Date, the terms and conditions under which the Consultant shall be entitled to receive the Annual Bonus will be agreed upon in writing.

	(3)	Reimbursement of Expenses : The Company shall reimbursement the Consultant for any reasonable expenses incurred by Consultants during the provision of the Services, including reimbursement of mobile phone expenses, car expenses, etc, provided that such expenses have been pre-approved by the Company. Reimbursement of any out of pocket expenses shall be done against receipts and/or other appropriate documentation as may be required by Company from time to time. All in accordance with the Company’s policies and guidelines on this subject.

	(4)	Reimbursement of Travel Expenses: The Company shall reimbursement the Consultant for travel expenses incurred on by Consultants during the provision of the Services, provided that the Consultant has received the Company’s prior written consent before booking any such travel. For the purpose of such reimbursement, the Consultant shall be required to present the relevant receipts to the Company and to fill an expense report in accordance with the Company’s policy.

The Company will pay the amount properly due and payable under each of the Consultant’s invoices issued in accordance with applicable law, within seven (7) days after receiving an invoice.

BY THEIR SIGNATURE BELOW, THE PARTIES ACKNOWLEDGE THAT THE FOREGOING EXHIBIT REFLECTS THE PARTIES’ AGREEMENT:

COMPANY:		CONSULTANT:

Slutzky & Winshman Ltd.

Signature:	/s/ Nadav Slutzky	Signature:	/s/ Eli Desatnik
Name:	Nadav Slutzky	Name:	Eli Desatnik
Title:	Chief Executive Officer	Date:	August 15, 2019

Exhibit B

NON-COMPETITION, PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

AGREEMENT

1. Confidential Information

2. Inventions

(b) Assignment of Inventions . Consultant hereby agrees and acknowledged that Company is and shall remain the sole and exclusive owner, and/or to the extent necessary hereby assigns and transfers to Company, to the fullest extent under applicable law, Consultant’s entire right, title and interest in and to all inventions, ideas, improvements, designs, developments, works, know-how, original works of authorship, formulae, concepts, techniques, methods, systems, processes, compositions of matter, algorithms, computer software programs (including, but not limited to, any code, modules, tools, and libraries), databases, trade secrets and discoveries and any other intellectual creations of any nature whatsoever (the “ Inventions ”), whether or not patentable and whether or not reduced to practice, made or conceived by Consultant, whether solely by Consultant or jointly with others, during the period of Consultant’s Engagement with Company that either (i) relate in any manner to the actual or demonstrably anticipated business, work, Confidential Information or research and development of Company, its affiliates or subsidiaries; or (ii) are developed in whole or in part on Company’s time or using Company’s equipment, supplies, facilities or Confidential Information; or (iii) result from or are suggested by any task assigned to Consultant or any work or service performed by Consultant for or on behalf of Company, its affiliates or subsidiaries, or by the scope of Consultant’s Engagement or any other duties and responsibilities with Company, its affiliates or subsidiaries (the “ Company Inventions ”). Without derogating from the aforementioned Consultant further acknowledges that all original works of authorship that are made by Consultant, solely or jointly with others, within the scope of and during the period of Consultant’s Engagement with the Company and that are entureble by copyright are “works made for hire , ” as defined in the U.S. Copyright Act and shall be owned solely by the Company. Further, without derogating from the aforementioned, Consultant hereby explicitly waives any interest, claim or demand that the Consultant may have for, or may be entitled to, with respect to any consideration, compensation or royalty in connection with the Inventions, including but not limited to, any claims for consideration, compensation or royalty under any law of any applicable jurisdiction (including, to the extent applicable or found by any competent court or tribunal despite the Parties’ agreement hereunder irrevocably waives any right to receive remuneration or royalty for “Service Inventions” under Section 134 of Patents Law 1967). Consultant hereby acknowledges and declares that the Compensation provided under the Consulting Agreement constitutes the entire compensation to which Consultant is entitled to and includes any and all consideration with respect to the Company Inventions developed by Consultant. Consultant further waives the right to bring any claims, demands or allegations to receive compensation, consideration or royalty with respect to the Moral Rights (as further defined) and the Company Inventions. “ Moral Rights ” as used herein means the rights of an author under Section 45 of the Israeli Copyright Law, 2007, or any other similar provision under any law of any applicable jurisdiction, including the right of the author to be known as the author of his/her work; to prevent others from being named as the author of his/her work; to prevent others from making deforming changes in his/her work in a manner that reflects negatively on his/her professional standing, his/her goodwill or dignity.

5. Non-Solicitation and Non-Competition.

(a) Restrictions. Consultant agrees that during the period of Consultant’s Engagement with the Company and for twenty four (24) months after the date of termination of Consultant’s Engagement with Company (for any reason or no reason, whether voluntary or involuntary), Consultant’s will not, either directly or indirectly, either alone or jointly with others or as an employee, agent, consultant owner, partner, joint enture, stockholder, broker, principal, corporate officer, director, licensor or in any other capacity or as an employee of any person, firm or company, anywhere in the world:

(i) induce, solicit, recruit or encourage (or endeavor to induce, solicit, recruit or encourage) any employee or consultant of the Company to leave the Company;

(ii) solicit the business of any client or customer of Company (other than on behalf of Company);

(iv) engage in any activity that is direct completion with the business or demonstrably anticipated business of Company;

10. Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

[signature page follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Effective Date.

COMPANY:		CONSULTANT:

Slutzky & Winshman Ltd.

Signature:	/s/ Nadav Slutzky	Signature:	/s/ Eli Desatnik
Name:	Nadav Slutzky	Name:	Eli Desatnik
Title:	Chief Executive Officer	Date:	August 15, 2019