XOS Digital, Incorporated www.xosdigital.

com June 2013

Title: Location: Reports to: Compensation:

Legal Counsel Orlando, FL Chief Executive Officer Commensurate with experience

Interested Candidates must provide their salary requirements when applying COMPANY
XOS Digital is a leading sports content and marketing services company specializing in elevating client brand campaigns and advertising initiatives through digital syndication, and original video programming. XOS Digitals content offerings brings marketers not only an array of unique styles and formats but a strong digital syndication network enabling scaled but yet focused digital distribution network providing you an unparalleled way to interact in an ever-changing media landscape. It does this by redefining the manner in which collegiate and other licensed content is packaged, distributed and consumed across virtually every content platform. XOS Digital serves more than 125 partners, inclusive of top Division I colleges and several collegiate media properties, and enables them to preserve and effectively manage their exclusive media content.

POSITION
Responsible for overseeing all legal matters affecting XOS Digital and CI with a focus on negotiating and drafting agreements for various internal client groups including the licensing, and technology departments. Advise the senior management team and Board of Directors on all legal issues including employment matters, corporate governance, corporate securities, acquisitions and risk management measures.

RESPONSIBILITIES
The role includes the following: Implement and manage contract projects including drafting, preparing, reviewing and negotiating various agreements, both for standardized form documents and matter specific situations, including but not limited to: o Vendor agreements with service providers o Re-seller agreements o Customer and distributor agreements, foreign and domestic o Real estate leases, equipment leases and purchase and sale agreements o Non-disclosure agreements and letters of intent o Content license agreements and software licenses Corporate Secretary for the Board of Directors, including but not limited to: o Board and Committee Meeting attendance o Minutes of Meetings

XOS Digital, Incorporated www.xosdigital.com June 2013 Annual Meeting of Shareholders including the Proxy Statement Corporate Records Subsidiary Management Stock Transfers and Dividends Securities Market Listings and Compliance with Listing Standards Compliance with Federal and State Governance Laws Governance Liaison for Officers and Directors Shareholder Engagement on Governance Issues Support sales and partner relations staff in structuring, drafting, revising and approving all customer and partner contracts. Educate and counsel staff, clients and partners about intellectual property, sponsorship, technology and contractual rights. Develop, draft and manage software license agreements and support agreements for XOS Digitals products and services such as XOS Thunder, XOS Thundercloud, XOS HD Replay. . Develop, draft and implement content licensing partnerships with universities, conferences, bowl games, the BCS and broadcast rightsholders. Enforce intellectual property and contractual rights on behalf of XOS Digitals partners. Draft cease and desist letters, DMCA takedown notices and complaints on behalf of XOS Digitals partners. Oversee the Human Resource Department including supervising the administration of all employee and contractor agreements and the administration of insurance, benefits and visas. Manage pending and open litigation matters and other claims internally and with the assistance of outside counsel. Negotiate, structure, draft and manage corporate related matters such as equity capital raises, equipment financing, loan agreements and line of credit facilities.
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REQUIREMENTS
JD and top academic credentials from an accredited law school Member of the Massachusetts or Florida Bar (or willingness to take FL or MA Bar) At least five (5) to seven (7) years of experience with a major law firm and as in-house counsel practicing intellectual property law and sports/entertainment law. Must have experience with a broad range of business transactional matters, including, counseling, negotiating, and document/contract drafting and review. Advanced drafting and negotiating skills with expertise in contract interpretation analysis is a must. Working knowledge of intellectual property law, employment law, corporate law and digital media rights. Media law experience and litigation experience in intellectual property law is preferred. Ability to establish and maintain effective and professional working relationships with co-workers, subordinates, in-house attorneys, and members of the various business units.

XOS Digital, Incorporated www.xosdigital.com June 2013 Demonstrated ability to build consensus among multiple internal and external constituents. Proven to maintain confidentiality and exercise discretion Excellent time management, planning and organizational skills and the ability to manage multiple and changing priorities efficiently and effectively in a fast paced environment. Ability to contribute individually with minimal supervision and as part of a team exhibiting aboveaverage initiative and follow-through on assignments. Well organized, must be able to meet agreed up on deadlines, and prioritize work consistent with companys business objectives and requirements. Superior average written, interpersonal and verbal communication and presentation skills. Solid PC skills including knowledge of MS Office (Word, Excel, PowerPoint).

APPLY XOS Digital is an EOE.

XOS Digital offers a competitive salary, a fun team-orientated environment and excellent benefits that include health, dental and life insurance, 401K with company match, short and long term disability, Flexible Spending Accounts, and Vacation, Sick, and Personal time off. Please submit a cover letter, resume, and references to jointheteam@xosdigital.com. We appreciate the time you spent in contacting us and thank you for your interest in XOS Digital. Find out more about XOS Digital at www.XOSDigital.com.