This Consulting Agreement (“Agreement”) is entered into between Paul A. Rosenbaum (“Consultant”) and Rentrak
Corporation, an Oregon corporation (“Corporation”), as of April 1, 2010 (the “Effective Date”).
Consultant and Corporation agree as follows:
1.1 Engagement. Consultant will provide consulting services and investor relations advice to Corporation as
requested from time to time by Corporation, not to exceed ten hours per calendar month.
1.2 Location. Consultant may perform the services under this Agreement at such locations as Consultant may
choose. Consultant will be reasonably available by telephone during normal business hours and will keep Corporation advised
of the telephone number at which Consultant may be contacted.
2. Term. This Agreement will be effective for a term commencing on the Effective Date and ending on the first to
occur of (a) September 30, 2013, (b) termination of this Agreement for Cause by Corporation, or (c) termination of this
Agreement for any reason by Consultant. For purposes of this Agreement, “Cause” means: (i) a material breach of this
Agreement by Consultant; (ii) Consultant’s refusal, failure, or inability to comply with the general policies or standards of
Corporation; (iii) any act of fraud by Consultant; (iv) any act of dishonesty by Consultant involving Corporation or its
business; (v) Consultant’s conviction of or a plea of nolo contendere to a felony; or (vi) the commission of any act in direct or
indirect competition with or materially detrimental to the best interests of Corporation that is in breach of Consultant’s fiduciary
duties to Corporation; provided that Cause will not include any actions or circumstances constituting Cause under (i) or
(ii) above if Consultant cures such actions or circumstances within 30 days of receipt of written notice from Corporation setting
forth the actions or circumstances constituting Cause.
3. Fees. Corporation will pay Consultant for services under this A