......

SONY PICTURES HOME ENTERTAINMENT

DIGITAL DISTRIBUTION AGREEMENT

This AGREEMENT is made on the 22nd day of March 2012 BETWEEN Culver Digital Distribution Inc. of 10202 West Washington Boulevard, Culver City, 90232 California, USA (the "Licensor") AND Video Futur Entertainment Group SA, of27, rue d'Orleans, 92200 Neuilly-sur-Seine, France ("Licensee").

WHEREAS:

1) Licensor controls intellectual property rights in certain feature films;

2) Licensee is in the business of marketing, selling and distributing feature films for domestic consumption;

3) Licensor wishes to license its feature films to Licensee for digital distribution of the same via Licensee's digital distribution services under the terms and conditions contained herein.

IN CONSIDERATION OF THE MUTUAL OBLIGATIONS CONTAINED HEREIN IT IS AGREED THAT:

DEFINITIONS

The following terms shall have the following meanings when used in this Agreement.

0.1. "Actual Retail Price" shall mean the amount actually payable by a User of the Licensed Service (whether or not actually received by Licensee) for each User Transaction in respect of any item of Licensed Content.

0.2. "Administration Fee" Shall mean the fee as set out in clauses 10.7 and 15.2 payable by the Licensee to Licensor for the administration of the delivery of the Delivery Materials.

0.3. "Adult Content" shall mean any programming, or any promotion for programming, that has been given a UK rating of 18/R or over, a US rating of R, NC 17 or X by the MP AA (or obtained an equivalent rating in the Territory) or is unrated and contains material that would justify such rating if submitted.

0.4. "Affiliate" shall mean any company or other entity which controls, is controlled by, or is under common control with, a Party to this Agreement.

0.5. "Approved Delivery Means" shall mean the delivery of fully Encrypted signals for the Licensed Service(s) in the Approved Format: (i) via Internet Delivery to Approved Devices, (ii) via Internet Delivery or an Approved IP/DSL Network to Approved Set Top Boxes, or (iii) via Internet Delivery to, or, subject at all times to Licensor's prior written approval (set out as at the date of this Agreement in Exhibit B), by way of pre-loaded or embedded application or 'app' containing the Licensed Service on, Portable Devices and/or Tablets; each of (i), (ii) and/or (iii) at all times in compliance with the Content Protection Requirements set out in Exhibit C-1 , and for the avoidance of doubt excluding any form of Mobile Delivery.

0.6. "Approved Device" shall mean an individually addressed and addressable IP-enabled hardware device of a User (which can be authenticated using an approved DRM solution), including a desktop or laptop or Personal Computer or ConnecteaTelevision, Connected""Biu-ray and DVD Player or Connected Home-'lbeater System and--­ Tablet supporting an Approved Format, designed to implement the Usage Rules set out in Exhibit E and the Content Protection Requirements set forth in Exhibit C-1, and receiving transmission of a program over an Approved Delivery Means; provided, however, that each "Approved Device" must utilize one of the following operating systems: Microsoft Windows XP, Microsoft Windows 7, Microsoft "LonghornNista", Mac OS, any future versions of the foregoing (unless Licensor notifies Licensee in writing that such future version is not approved by Licensor) or any other operating system specifically approved, in writing, by Licensor. In no event shall any device running an operating system designed for portable or mobile devices, including without limitation Microsoft Smartphone, Microsoft Windows CE, Microsoft Pocket PC, and future versions thereof, nor any device using an uncontrolled "open source" operating system, be deemed to be an Approved Device. Approved Device shall not include an Approved Set Top Box. For the avoidance of doubt, a list of approved device models can be found in EXHffiiT B.

0.7. "Approved Distribution Partner" (if any) shall mean the distribution partner of the Licensee as approved bv Licensor in its sole discretion, set out in Exhibit Band sub-licensed in accordance with clause 3.1 below to carry the Licensed Service or such other third party approved in advance in writing by Licensor (and subject to separate

CONFIDENTIAL [22-03-12] - I - commercial terms and conditions and marketing commitments as applicable).

0.8. "Approved Format" shall mean a digital electronic media file compressed and encoded for secure Encrypted transmission and storage in a resolution specified by Licensor, and protected using:

0.8 .1. one of the content protection systems approved for UltraViolet services by the Digital Entertainment Content Ecosystem (DECE), said implementation at all times meeting the compliance and robustness rules associated with the chosen UltraViolet approved content protection system, as and in the form issued by the publisher or provider of that content protection system from time to time. The UltraViolet approved content protection systems are:

a. Marlin Broadband b. Microsoft Playready c. CMLA Open Mobile Alliance (OMA) DRM Version 2 or 2.1 d. Adobe Flash Access 2.0 (not, for the avoidance of doubt, Adobe's Flash streaming product); and e. Widevine Cypher ®"; or

0.8.2. Microsoft Windows DRM 10; or

0.8 .3. such other format as Licensor may approve from time to time in writing in its sole discretion.

Notwithstanding the above, Licensee commits in good faith to investigate the Digital Entertainment Content Ecosystem (DECE), including a commitment to review the DECE I UltraViolet specifications once they are public or available under DECE approved terms of confidentiality, with a view to launching UltraViolet services when this is technically and commercially reasonable for Licensee.

In no event, except as expressly otherwise provided herein, shall an Approved Format permit the copying, retention, storing or moving of a digital fll.e (whether within the receiving device, to another device or to a removable medium). In addition, without limiting Licensor's rights in the event of a Security Breach, Licensor shall have the right to withdraw its approval of any Approved Format in the event that such Approved Format is materially altered by its publisher, such as a versioned release of an Approved Format or a change to an Approved Format that alters the security systems or usage rules previously supported. For the avoidance of doubt, "Approved Format" shall include the requirement that a file remain in its approved level of resolution and not be down- or up-converted.

0.9. "Approved Set Top Box" shall mean a set-top device approved in writing by Licensor designed for the exhibition of audio-visual content exclusively on a conventional television set, using a silicon chip/microprocessor architecture. An "Approved Set-Top Box" shall support an Approved Format and run on one of the following operating systems Microsoft Windows XP, Microsoft Windows 7, Linux, any future versions of the foregoing (unless such future version is specifically disapproved by Licensor) or any other operating system specifically approved, in writing, by Licensor, and in no event shall any device running an operating system designed for portable or mobile devices (including, without limitation, Microsoft Smartphone, Microsoft Windows CE, Microsoft Pocket PC, Apple, and future versions thereof, or any operating system other than Windows) be deemed to be an "Approved Set-Top Box". Approved Set Top Box shall not include a Personal Computer, any form of mobile telephone or other Mobile Device, or any Connected Television, Connected Blu-ray and DVD Player or Connected Home Theater System.

0.1 0. "Authorised IP/DSL Network" or "Closed Network" shall mean the closed system copper wire and/or fiber optic cable and/or closed system IP/DSL network infrastructure (including ADSUADSL 2+ technologies) located solely within the Territory and in each case wholly owned and operated by Licensee or the relevant Approved Distribution Partner (in accordance with clause 3.1) as the case may be; provided for the avoidance of doubt that such system shall exclude distribution by means of the so-called Internet, World Wide Web, Internet­ Protocol delivered, PC-enabled, wireless or any other similar or analogous system, except that Licensee may use Internet-Protocol delivery within a closed user DSL or broadband network (only) for relay of the television signal at a stage prior to so-called "last mile" distribution to the end user for television exhibition via the set top box, on the basis that such delivery by Internet-Protocol shall not be directly receivable or accessible by any authorised User or any unauthorised third party.

0.11. "Authorized Version" of any Licensed Content shall mean the version made available by Licensor to Licensee in Licensor's sole discretion which shall contain solely the Licensed Content, without any bonus material.

0.12. "Availability Date" shall mean the date upon which any Licensed Content becomes available for distribution

CONFIDENTIAL [22-03- !2] - 2 - hereunder as specified in clause 9 below.

0.13. "Basic Television" shall mean a linear service of pre-scheduled programming intended for real-time viewing, which is delivered to subscribers for viewing on a standard television set, on the basis of a monthly or other periodic subscription fee charged for the first or lowest tier of service containing broadcast signals, in excess of any obligatory fees or charges for the subscriber to receive Free Broadcast Television signals, but excluding (without limitation) any Subscription Pay Television service.

0.14. "Business Day" shall mean any day other than a Saturday, Sunday or holiday on which banks are closed for business in Los Angeles, U.S .A. or London, United Kingdom or the capital city of the Territory.

0.15. "Connected Television", "Connected Blu-ray and DVD Player" and "Connected Home Theater System" shall mean IP-enabled television devices manufactured by any of Philips, Sharp, Samsung or Toshiba and/or such further manufacturers as approved and specified in Exhibit B, as updated from time to time by Licensee's prior written notification to Licensor of proposed new Connected Television, Connected Blu-ray and DVD Player and Connected Home Theater System manufacturers and their device (range)'s proposed launch date, and Licensor's written approval thereof. For the avoidance of doubt, Connected Televisions, Connected Blu-ray and DVD Players and Connected Home Theater Systems shall operate at all times in accordance with the requirements hereunder for all Approved Devices (including, without limitation, being individually addressed and addressable (IP-enabled), able to be authenticated using an approved DRM solution, supporting an Approved Format and receiving transmission of a program over an Approved Delivery Means). Licensee shall notify Licensor of any Connected Television, Connected Blu-ray and DVD Player or Connected Home Theater System manufacturers that cease to manufacture such devices for the Licensed Service and such manufacturers shall thereupon be deemed to be deleted from this definition.

0.16. "Copy" shall mean a digitalized encoded copy of a Licensed Content made by Licensee in accordance with clause 15.5 below.

0.17. "Current Film" shall mean any Theatrical Release, DTV, MOW or NTR with an Availability Date during the Term.

0.18. "Delivery Materials" shall mean the materials for each item of Licensed Content in the licensed language to be delivered to Licensee under the terms as set out in clause 15 .1.

0.19. "Distribution Rights" shall mean distribution by ODRL and/or VOD in relation to all Licensed Content.

0.20. "DTVs" shall mean, individually or collectively, as the context may require, all feature-length, motion pictures:

0.20.1. which are produced for direct-to-video release; 0.20.2. for which Licensor unilaterally controls without restriction all necessary exploitation rights hereunder; and 0.20.3. which are made available by Licensor for licensing under this Agreement.

0.21. "DVD" shall mean the standard definition DVD (digital versatile disk) format commonly used, as of the date of this Agreement, to distribute pre-recorded motion picture home entertainment products in the retail channel and "DVD" excludes any successors and/or derivatives of the current standard DVD format, such as audio-only DVDs (e.g., -uvn Audio, SACD, a rurMim--nVD), high definition DVDs (e.g., "Blu~Ray;" "HD-DVD" or red-laser technology), limited-play DVDs (e.g., Flexplay) and UMD/PSP.

0.22. "Encrypted" shall mean, with regard to sign~ls for the delivery of the Licensed Service, that both the video and the audio portions of the service have been changed, altered or encoded to prevent the reception of the signal without an authorized decoder, which is necessary to restore the audio and video signal integrity.

0.23. "Free Broadcast Television" shall mean a linear service of pre-scheduled programming intended for real-time viewing, which is delivered to users for viewing on a standard television set without any fees or charges (other than any compulsory fees charged by a government or governmental agency assessed on those who use television sets).

0.24. "High Definition Rights" (HD) shall mean a resolution of no less than 720p up to a maximum of 1080p which shall be deemed to include without limitation, simulation of high definition by means of line-doubling or any other means.

0.25. "Home Theatre" means on-demand exhibition of any program on a premium basis prior to the VOD LVR of

CONFIDENTIAL [22-03-12] -3- such program and/or sell-through of any program on a premium basis prior to the ODRL LVR of such program.

0.26. "Intellectual Property Rights" shall mean any or all copyright, moral rights, design right, know-how, trade secret, service mark, trade mark, trade dress, confidential information, patent or other proprietary rights whether or not registered or registerable pursuant to any relevant statute or statutory provisions or regulations amending, modifying, extending or re-enacting the same.

0.27. "Internet Delivery" shall mean the Encrypted streamed delivery over or (as applicable) temporary downloading via the global, public network of interconnected networks (including the so-called Internet and World Wide Web), each using technology which is currently known as Internet Protocol ("IP"), free to the consumer (other than a common carrier/ISP access charge), whether transmitted over cable, DTH, FTTH, ADSLIDSL, Broadband over Power Lines ("BPL") or other means (the "Internet").

0.28. "Library Films" shall mean, individually or collectively (as the context may require), all feature-length, motion pictures:

0.28.1. that do not qualify as a Current Film hereunder;

0.28.2. for which Licensor unilaterally controls without restriction all necessary rights hereunder; and

0.28.3. that are made available by Licensor for licensing under this Agreement;

0.29. "License Fee" means individually or collectively, as the context may require, the license fees calculated in accordance with clause 10 and as set out in Exhibit A in consideration for the license of the Licensed Content by Licensor, subject to the terms and conditions of this Agreement.

0.30. "License Period" means in relation to any Licensed Content, the duration of licensed rights granted by Licensor to Licensee as more properly set out in clause 9.1 below.

0.31. "Licensed Content" shall mean all Theatrical Releases, DTVs, MOWs, NTRs, and Library Films licensed by Licensee hereunder.

0.32." Licensed Language" means French and/or Italian and/or Dutch and/or German in any Licensed Content in the following form:

• the originaVEnglish language and (always with at least one of) • the French language (for any Licensed Content), the Dutch language (only for Licensed Content distributed in Belgium), the Italian language (only for Licensed Content distributed in Monaco), and/or the German language (only for Licensed Content distributed in Luxembourg and Switzerland)

so that exhibition of Licensed Content in the Licensed Language shall accordingly mean exhibition of that Licensed Content • dubbed in the French and/or Italian and/or Dutch and/or German language, and/or (as available) • in the original language of production sub-titled with the French and/or Italian and/or Dutch and/or German lan~e , and/or (as available) • in the original language of production with voice-over in the French and/or Italian and/or Dutch and/or German language, • with the relevant language forming part of Licensed Content distributed within the relevant country(ies) of the Territory as set out above.

For the avoidance of doubt, no rights are granted under this Agreement for exhibition of an Included Program in its original language without dubbing, sub-titling or voice-over in the Licensed Language.

Licensee shall make the dubbed version of the Licensed Content available to Users as the default version and shall, at Licensee's sole discretion, also (or if no version dubbed in the Licensed Language is available, instead) enable Users to elect to view other or further Licensed Language versions as set out above.

Where Licensed Language Copies are not available out of stock, Licensee shall be entitled to create such Licensed Language materials at its own election (subject always to the minimum Program Commitments set out herein,

CONFIDENTIAL [22-03-12) -4- ).( including in paragraph 7 below) and cost in accordance with clause 15.8, and provided that the terms of clauses 15.9 and 15.10 shall apply to the ownership of any materials so created by Licensee.

0.33. "Licensed Service(s)" shall mean, subject to Licensor's prior review and approval thereof, and subject to clauses 2.2 and 3.1 of this Agreement, the non-advertising supported service available at www.videofutur.fr and branded "videofutur ":

0.33.1. that distributes the Licensed Content in accordance with the Distribution Rights:

0.33.2. launched by Licensee;

0.33.3. made available solely within the Territory;

0.33.4. at all times to be wholly owned and operated by Licensee.

0.34. "Licensor Marks" shall mean trade names, trademarks, service marks, logos, marks or other business identifiers owned or controlled by Licensor including (without limitation) those relating to the Licensed Content.

0.35. "Licensor's Share" shall mean the percentage figure used in the calculation ofVOD revenue due to the Licensor as more properly set out in Exhibit A.

0.36. "Marketing Materials" shall mean all advertising, promotional and marketing materials created by Licensee relating to and/or incorporating any elements of the Licensed Content, Advertising Materials (as defined in clause 17.4) and/or the Licensor Marks.

0.37. "Marketing Plan" shall mean the Licensor approved marketing plan as more properly described in clause 18.3

0.38. ''Megabit" shall mean a film which had North American Box Office receipts of more than US$50million.

0.39. "Minimum Fee Per End User Transaction" shall mean the minimum fees as more properly set out in Exhibit A to be applied to Licensed Content for the calculation of the License Fees payable for Licensee exploitation of the VOD Distribution Rights.

0.40. "Minimum Guarantee" shall me the non-refundable minimum guarantee paid by Licensee to Licensor as more properly defmed in clause 10 and as set out in Exhibit A.

0.41. "Mobile Delivery" "shall mean an Encrypted transmission via either:

0.41.1. transmission over DVB-H/DVB-H2, DMB, MBMS or DVB-SH; or

0.41.2. two-way mobile telephony cellular network including the following transmission technologies: GSM, GPRS, CDMA, EV-DO, EDGE, HSDPA, UMTS (otherwise known as "3G"), LTE (otherwise known as "4G").

0.42. "Mobile Device" shall mean either a Tablet or a Mobile Phone.

0.43. 'MObilePhone" shall mean an irulividually admessed andaaQ.ressableiP-enabled mobile naraware device of a user, excluding a desktop or laptop or personal computer, supporting an Approved Format, generally receiving transmission of a program over a transmission system designed for mobile devices such as GSM, UMTS, LTE and IEEE 802.11 ("wifi") and designed primarily for the making and receiving of voice telephony calls. Each Mobile Phone proposed to be included within the terms of this defmition and this Agreement shall be individually submitted by Licensee for Licensor's prior written approval in Licensor's sole discretion. Without limitation to the foregoing, Mobile Phone shall not include a Personal Computer or Tablet.

0.44. "Movie of the Week" ("MOWs") shall mean, individually or collectively (as the context may require), all feature­ length or television movies that are:

0.44.1. initially exhibited on a US or EU television network;

0.44.2. for which Licensor controls without restriction all necessary rights hereunder;

0.44.3. that are made available by Licensor for licensing under this Agreement.

CONFIDENTIAL [22-03-12] - 5 - 0.45. "Non Theatrical Releases" ("NTRs") shall mean, individually or collectively (as the context may require) all feature-length, motion pictures:

0.45.1. which do not qualify as Theatrical Releases, DTVs or MOWs;

0.45.2. which have not had an initial theatrical exhibition in the Territory in the twelve (12) months immediately prior to their Availability Date

0.45.3. for which Licensor controls without restriction all necessary rights hereunder;

0.45.4. that are made available by Licensor for licensing under this Agreement.

0.46. "North American Box Office" shall mean the combined US and Canadian theatrical box office gross as reported in the Daily Variety (or where not so published, as reported in an equivalent publication).

0.47. "On-Demand Retention License" or "ODRL" shall mean that mode of home entertainment distribution in accordance with the Usage Rules, by which an electronic digital file embodying any Licensed Content in encrypted form is distributed to a User pursuant to a User Transaction whereby such User is licensed to download User Copies of Licensed Content via the Approved Delivery Means (whether or not the User can also view such program or programs simultaneously with the transmission thereof) and retain such User Copies for playback an unlimited number of times.

0.48. "ODRL Local Video Release" ("ODRL L VR") means, in respect of each Included Program, the first day on which standard defmition DVDs embodying such Included Program are authorized by Licensor (or any affiliate thereof) to be made available to consumers in any part of the Territory for purchase (for the avoidance of doubt, excluding distribution ofBlu-ray discs and/or other high definition format, if earlier).

0.49. "Pay-Per-View" shall mean the point-to-multi-point delivery of a program to subscribers for viewing set at a list of possible viewing times pre-established by the service provider, for which a separate discrete payment (such as a per program or per day payment) is charged to receive such programming (other than a blanket subscription fee or charge based on the reception of all programming exhibited on a given charmel or service), but not referring to any fee in the nature of a television set rental fee. For purposes of clarification only and without limiting the foregoing, ''Pay-Per-View'' shall include the offer to a subscriber to receive a program or schedule of programming on a near-video-on-demand basis, but shall exclude VOD and Subscription Pay Television. In no event will any Pay-Per-View Availability date for the initial Pay-Per-View window with respect to an Included Program, if any, be earlier than the "standard" VOD window start date and/or VOD Availability Date for such Included Program, where the "standard" VOD window start date means the date that an Included Program is generally made available for VOD distribution to VOD licensees but excluding early start dates provided to a subset of VOD licensees on a limited basis.

0.50. "Personal Computer" ("PC") shall mean an IP-enabled desktop or laptop device with a hard drive, keyboard and monitor, designed for multiple office and other applications using a silicon chip/microprocessor architecture, supporting an Approved Format and running on one of the following operating systems: Microsoft Windows XP, Microsoft Windows 7, Microsoft "Longhorn/Vista", Mac OS, any future versions of the foregoing (unless such future version is specifically disapproved by Licensor) or any other operating system specifically approved, in writing, by Licensor; m no event shallany device running an operating system designed-forportable ormobile devices, including, without limitation, Microsoft Smartphone, Microsoft Windows CE, Microsoft Pocket PC and future versions thereof, nor any device using an uncontrolled "open source" operating system, be deemed to be a "Personal Computer''. "Personal Computer" shall not include a Set-Top Box.

0.51. "Personal Use" shall mean the personal, private viewing of any Licensed Content by a User and shall not include non-theatrical exhibition, or any viewing or exhibition for which (or in a venue in which) an admission, access or viewing fee is charged, or any public exhibition or viewing.

0.52. "Portable Device" shall mean an individually addressed and addressable portable viewing device of a User (which can be authenticated using an approved DRM solution), including mobile devices (but not Mobile Devices), hand-held games consoles and other portable devices that: (i) is enabled to access and exhibit substantially all audio-visual content generally available on the Internet, (ii) supports the Approved Format and Approved Delivery Means, (iii) implements the Usage Rules and (iv) complies with the Content Protection Requirements set out in this Agreement, including without limitation Exhibit C. For the avoidance of doubt, no Portable Devices are approved under this Agreement.

CONFIDENTIAL [22-03-12] -6- 0.53. "Push VOD" shall mean the VOD delivery to Users of any Licensed Content as initiated by Licensee rather than the User.

0.54. "Recovery Copies" shall mean an additional copy and/or additional decryption key for any Licensed Content decryption on an ODRL basis by Licensee to use in accordance with the terms set out in clauses 26.1 to 26.6.

0.55. "Security Breach" shall mean any condition or circumstance that results or may reasonably be expected to result in the unauthorized availability of any Licensed Content or any other content that originated from files obtained from the Licensed Service, which unauthorized availability may, in the reasonable good faith judgment of the Licensor, result in actual or potential harm to the Licensor's motion picture distribution business, and shall include (without limitation) any circumvention or failure of the Licensee's secure distribution system, geofiltering technology or physical security facilities.

0.56. "Standard Defmition" (SD) shall mean a resolution of720X480 {NTSC) or 720X576 (PAL).

0.57. "Subscription Pay Television" shall mean a linear service of pre-scheduled programming intended for real-time viewing, which is delivered to subscribers, whether domestic or non-domestic (including, without limitation, hotels, hospitals and similar multi-unit establishments) for viewing on a standard television set, for which such subscribers are required to pay a separately allocable or identifiable monthly or other periodic subscription fee in addition to the fee payable to receive Basic Television. Subscription Pay Television does not include programming offered on an ODRL, VOD, PPV or so-called "subscription video-on-demand" basis.

0.58. "Tablet" shall mean any individually addressed and addressable IP-enabled device with a built-in screen and a touch screen keyboard, for which user input is primarily via touch screen, that is designed to be highly portable, not designed primarily for making voice calls, and runs on one of the following operating systems: iOS, Android (where the implementation is marketed as "Android" and is compliant with the Android Compliance and Test Suites (CTS) and Compatibility Definition Document (CDD)), WebOS or RIM's QNX Neutrino (each, a "Permitted Tablet OS") "Tablet" shall not include Zunes, Personal Computers, game consoles (including Xbox Consoles), set-top-boxes, portable media devices, PDAs, mobile phones or any device that runs an operating system other than a Permitted Tablet OS.

0.59. "Term" shall mean the Initial Avail Term and any Extension Period (as defmed in clause 2 below) plus the full duration of the License Period for each title licensed hereunder. For the avoidance of doubt where the Distribution Rights include VOD rights, the License Period for any Current Film licensed hereunder shall expire at the end of such Current Film's License Period whether occurring before or after the expiry of the relevant Term.

0.60. "Territory" shall mean France (including Monaco, Andorra and the DROM-COM), Belgium, Switzerland and Luxembourg.

0.61. "Territorial Breach" shall mean a Security Breach which creates a reasonable risk that any of the Licensed Content will be delivered to persons outside the Territory.

0.62. "Theatrical Release" shall mean, individually or collectively, as the context may require, all feature-length, motion pictures:

0-:1>2.1. that have had a TheatncaTExhibition mthe Terrifory;

0.62.2. that have an Availability Date during the Term;

0.62.3. for which Licensor unilaterally controls without restriction all necessary exploitation rights hereunder; and

0.62.4. which are made available by Licensor for licensing under this Agreement.

0.63. "Theatrical Exhibition" shall mean the exhibition of a motion picture or programming (regardless of the means of delivery or mode of exhibition) in conventional or drive-in theatres open to the general public for which a fee is charged for admission.

0.64. ''Usage Rules" shall mean the usage rules applicable to the relevant Distribution Right as provided in Exhibit E.

CONFIDENTIAL [22-03-12) - 7- 0.65. "User" shall mean each uniquely identified registered user of the Licensed Service located in the Territory, who has subscribed to or registered with the Licensed Service and is authorized by the Licensee, subject to a User Transaction, to receive, decrypt, retain (where applicable) and view a copy of any Licensed Content via the Licensed Service, in accordance with the terms and conditions hereof.

0.66. "User Transaction" shall mean each order transaction initiated by a User whereby a User is authorized by the Licensee to receive, decrypt, retain (as applicable) and view permitted copies of any Licensed Content via the Licensed Service in consideration for a corresponding per transaction fee (other than in relation to AVOD plays where no such.transaction fee will be payable).

0.67. "VCR Functionality" shall mean the capability of a subscriber to perform any or all of the following functions with respect to the delivery of the Licensed Content: stop, start, pause, play, rewind and fast forward.

0.68. "Video on Demand" or "VOD" shall mean the exhibition of a single program in response to the request of a viewer (i) for which the viewer pays a per transaction fee solely for the privilege of viewing each separate exhibition of such program (or multiple exhibitions over a limited viewing period, defined as the applicable "Viewing Period"), which fee is unaffected in any way by the purchase of other programs, products or services (subject to packaging, e.g. for sequels) but not referring to any fee in the nature of an equipment rental or purchase fee;(ii) the exhibition start time of which is at a time specified by the viewer in its sole discretion; and (iii) which is displayed on a video monitor associated with the device that received delivery of such program from the service provider (such that the program is neither portable or removable from the device). Without limiting the generality of the foregoing, "Video-On-Demand" shall not include operating on a subscription basis (including without limitation, so-called "subscription video-on- demand"), Free-on-Demand, Pay-Per-View, On­ Demand Retention License, Home Theatre, and any transmission of an Included Program in a "high definition", up-converted or analogous format or in a low resolution, down-converted, transcoded or analogous format. Video on Demand shall not preclude VCR Functionality.

0.69. "Viewing Period" shall mean in the context of VOD with respect to each User Transaction for any Licensed Content, the time period set out in the Usage Rules.

0.70. "Viral Distribution" shall mean the unauthorized retransmission and/or redistribution of any Licensed Content, either by the Licensee, the User or any other party, by any method, including, but not limited to:

0.70.1. "peer-to-peer file sharing" as such term is commonly understood in the online context;

0.70.2. digital file copying or retransmission; and/or

0.70.3. burning, downloading or other copying to any removable medium (such as DVD) from the download by the Licensed Service and distribution of copies of any Licensed Content on any such removable medium.

0. 71. "VOD Local Video Release" ("VOD L VR") means, in respect of each Included Program, the frrst day on which standard definition DVDs embodying such Included Program are authorized by Licensor (or any affiliate thereof) to be made available to consumers in any part of the Territory for rental (for the avoidance of doubt, excluding distribution ofBlu-ray discs and/or other high definition format, if earlier).

0.72. "Wholesale Price" shall mean the wholesale price for each Licensed Content in the content of ODRL distribution determined at Licensor's sole discretion as communicatedtOLicensee from time to time and as more properly set out in Exhibit A.

For the avoidance of doubt, each of the above definitions of "Basic Television", "ODRL", "Free Broadcast Television", ''Pay-Per-View", "Subscription Pay Television", "SVOD" and "VOD" shall be mutually exclusive of each other, and of theatrical and home entertainment distribution.

TERM

1.1. Term: The term during which Licensor shall be required to make programs available for licensing and Licensee shall be required to license programs hereunder shall commence on 22 March 2012, and shall terminate on 21 March 2013 ("Initial Avail Term"). Thereafter, the Initial Avail Term shall automatically be extended for one successive one-year period (the "Extension Period"), beginning on 22 March 2013, unless Licensor, in its sole discretion, gives Licensee written notice of non-extension at least thirty (30) days prior to the expiration of the Initial Avail Term. Each 12-month period during the Term shall be an "Avail Year," with the Initial Avail Term being "Avail Year 1" and the Extension Period, if any, being "Avail Year 2". It is acknowledged that the License

CONFIDENTIAL [22-03-12] -8- Period for each Included Program may expire after the end of the Term, provided expressly and solely that the limited License Period for any Included Program that is a Current Film, in relation to VOD only, may survive the expiry (but not termination or other conclusion) of the Term by a period of no longer than sixty (60) days, in which event all other obligations of Licensee in relation to such Included Program(s) shall also survive until the conclusion of such period ..

GRANT OF RIGHTS

2.1. Licensed Rights: Subject to Licensee's full and timely compliance with its obligations hereunder, Licensor grants Licensee, and Licensee hereby accepts, a limited, non-exclusive, non-transferable license during the Term to promote, market and distribute solely by means of the Distribution Rights, the Licensed Content during its License Period in its Authorized Version, and in the Licensed Language, delivered in accordance with the Usage Rules by an Approved Delivery Means in an Approved Format to an Approved Device, Portable Device, Tablet or Approved Set Top Box (as provided in the Usage Rules) of a User of the Licensed Service, for Personal Use solely within the Territory, pursuant in each instance to a User Transaction, and subject in all respects to the terms and conditions of this Agreement.

2.2. Right to Sub-Contract Technical Operations: For the avoidance of doubt, Licensee shall be able to sub-contract to any sub-contractor approved in advance in writing by Licensor, aspects of the technical operations required for the delivery of the Licensed Service provided always that Licensee shall be liable to for any act or omission of such sub-contractor resulting in breach of this Agreement as if such breach was done or failed to be done by Licensee. Licensee shall be responsible for all claims, actions, expenses and liability suffered or incurred by Licensor, arising out of or in connection with any act or omission of such technical sub-contractors.

2.3. Viral Distribution: The Distribution Rights do not include any means of Viral Distribution and such transmission means may only be enabled upon Licensor's prior written approval of the applicable implementation and technology, which may be withheld or granted subject to such conditions as Licensor may determine in its sole discretion.

RIGHT TO SUB-LICENSE

3.1. Right to Distribute Licensed Service Via Approved Distribution Partner: Licensee shall be entitled to distribute the Licensed Service via the Approved Distribution Partner(s) provided always:

3.1.1. Licensee shall be liable to Licensor for any act or omission of the Approved Distribution Partners which would be a breach of this Agreement if done or failed to be done by Licensee, and any such breach by an Approved Distribution Partner shall be deemed a Licensee Event of Default hereunder.

3.1.2. Licensee shall be responsible for all claims, actions, expenses and liability suffered or incurred by Licensor, arising out of or in connection with any act or omission of the Approved Distribution Partner.

3.1.3. only Approved Distribution Partners approved by Licensor in advance in writing shall be entitled to manage and control in accordance with this Agreement:

(i) the relevant Approved Delivery Means as provided therein;

(iii) the billing relationship with each User to the Licensed Service; and

(iv) the collections of all fees payable in respect of each User Transaction;

3.1.4. the Approved Distribution Partner shall be entitled to carry out advertising/marketing/promotional activities, subject always to the same terms and conditions as set out in this Agreement;

3.1.5. that Licensee shall remain at all times the sole sub-licensor of content for the Licensed Service;

3.1.6. all Licensed Content licensed hereunder are sub-licensed to the Approved Distribution Partner and made available on the relevant Licensed Service in accordance with the terms hereof;

3.1.7. Licensee shall remain at all times responsible for scheduling of Licensed Content and determining the format of layout and navigation of Licensed Service;

CONFIDENTIAL [22-03-12] - 9 - 3.1.8. Licensee shall require the Approved Distribution Partner to observe and perform all the obligations of Licensee under this Agreement in relation to the exercise of the sub-licensed rights;

3.1.9. No arrangement with any Approved Distribution Partner shall grant rights in respect of any Licensed Content which are greater than those granted to Licensee hereunder;

3 .1.1 0. Any distribution of any Licensed Content on any Licensed Service shall be subject to all the terms and conditions of this Agreement, including (without limitation) calculation and payment of License Fees, promotional restrictions and the copy protection requirements and obligations, and Licensee shall ensure the observance, compliance and performance of and by the Approved Distribution Partners with all the obligations of Licensee under this Agreement;

3.1.11. Any use of marketing materials in respect of any Licensed Content including on any Approved Distribution Partner's web page is strictly in accordance with this Agreement and the Licensor's written instructions from time to time;

3.1.12. Licensee shall ensure that the Approved Distribution Partners shall, where involved in the delivery of Licensed Content, have implemented the anti-piracy measures agreed between the Licensor and Licensee as set out in clause 22 of this Agreement; and

3 .1.13. Licensee shall notify Licensor of any proposed changes to the distribution of the Licensed Service by the Approved Distribution Partner.

3.2. No further sub-license, sub-distribution or re-branding unless approved by Licensor: Except as otherwise provided in clauses 2.2 and 3.1 above, neither the Licensed Service, nor individual Licensed Content, shall be sub-licensed, sub-distributed, made available to any third party, re-branded or made available under the name, trade mark or logo of any other third party (that is, no "white labelling" of the Licensed Service as that term is commonly understood). At no time shall Licensee enter into any commercial agreement regarding revenue sharing or other economic arrangements with any third party (other than the Approved Distribution Partner) in relation to the Licensed Service or any individual Licensed Content.

ADDITIONAL RIGHTS

4.1. Push Download or Pre-Ordering: Subject to approval (which may be withheld or granted subject to such conditions as Licensor may determine in its sole discretion) on a case by case basis (in terms of each part of the Licensed Service), the Licensed Service may include "push download" (download initiated by Licensee rather · than User) or "pre-ordering" (download initiated by a User prior to the Availability Date of any Licensed Content) of an encrypted file to a User in anticipation of a User Transaction. In the event such approval is granted, Push Download and/or Pre-Ordering shall only be permitted no more than 15 days prior to the Availability Date of any Licensed Content and on the basis that such file cannot be decrypted or otherwise viewed prior to the:

4.1.1. Availability Date for such Licensed Content; and

4.1.2. completion of a User Transaction in respect thereof.

RESERVATION OF RIGHTS:

5.1. All Rights Reserved: All right, title and interest in and to the Licensed Content, Licensor Marks and Advertising Materials (as defmed in clause 19.4) not expressly granted to Licensee herein are expressly reserved by the Licensor.

5.2. Non-Exclusive Rights: For the avoidance of doubt, the rights granted under this Agreement shall be non­ exclusive; and there shall be no restriction on Licensor's ability to exploit the Licensed Content in the Territory, or elsewhere, by means of the Distribution Rights or by any other means.

5.3. Rights in the Licensed Content, Licensor Marks and Advertising Materials: Without limiting the generality of the foregoing, Licensee acknowledges and agrees that:

5.3.1. Licensee has no right in the Licensed Content (or the images or sound embodied therein), the Licensor Marks or Advertising Materials, other than the right to distribute the Licensed Content and use the

CONFIDENTIAL [22-03-12] - 10 - Advertising Materials and Licensor Marks for the promotion, marketing and advertising of the Licensed Content, in strict accordance with the terms and conditions set forth in this Agreement; and

5.3.2. this Agreement shall neither grant to Licensee, nor to any other person or entity, any right, title or interest in or to the copyright or any other right in the Licensed Content, Licensor Marks or Advertising Materials, nor grant any ownership or other proprietary interests in the Licensed Content, Licensor Marks or Advertising Materials.

USAGE RULES

6.1. Usage Rules: The Usage Rules applicable to each User Transaction shall be as set out in Exhibit E.

6.2. Updates to Usage Rules: Licensor shall have the right by notice to Licensee in writing from time to time, to change the Usage Rules by a date certain to all Licensed Content (each an "Update"). Licensee shall adhere to and apply each Update to all Licensed Content no later than 30 days from notice thereof.

6.3. Retrospective Operation of Updates: Where any Update liberalizes the Usage Rules applicable to any Licensed Content, Licensor shall in its sole discretion determine whether such Update shall apply retrospectively to any Licensed Content previously distributed by the Licensed Service to Users. In the event the Licensor determines that the Update shall apply retrospectively, Licensee shall implement such Update as soon as reasonably possible provided, however, that Licensee shall implement such Update for previously distributed Licensed Content on a pass-through basis (i.e., charging no more, if anything, to the User than the Licensee is charged by Licensor) and provided that Licensor and Licensee shall reasonably cooperate to ensure that the pass-through of any such Update does not impose an uncompensated material cost on Licensee.

PROGRAM COMMITMENT

7 .1. Commitment: Licensee shall license from Licensor the Licensed Content made available by Licensor during the Term in accordance with the following:

7.1.1. all Theatrical Release, NTRs, DTVs and MOWs with an Availability Date (for ODRL and/or VOD as applicable) during the Term; and

7.1.2. during each Avail Year, a minimum of 200 Library Films together with all titles previously licensed in accordance with clause 7 .1.1. above as they by definition become Library Films.

7.2. Tentative Availability Lists: Licensor shall provide Licensee with periodic availability lists setting forth the Licensed Content available for licensing hereunder in respect of each Avail Year. The parties acknowledge that Availability Dates (and therefore the inclusion of any titles with tentative Availability Dates within the Distribution Term of this Agreement) are subject to change, and therefore subject to confirmation by Licensor. Licensor shall supply separate Availability Lists for each relevant Territory where this Agreement covers more than one (1) Territory.

7.3. Selection of Licensed Content: Licensee shall, within two (2) months from date of receipt of the Availability List rovided by Licensor in accordance with clause 7.2 above, notify Licensor in writing of such selections made from the relevant Availability List. If Licensee fails to notify Licensor within suchtimeframe of the____ _ Licensed Content that it has selected, Licensor shall have the right to select such Licensed Content for Licensee.

PROGRAMMING/LICENSES

8.1. Unlimited licenses: The Licensed Content is licensed for offer on the Licensed Service for an unlimited number of User Transactions within the License Period for such Licensed Content.

8.2. Continuous Availability- Obligation to Distribute: Subject to clauses 9.1, 9.2 and 9.3 below, Licensee shall make all Licensed Content continuously available on the Licensed Service at all times throughout the duration of its License Period.

8.3. Categorization: Should Licensee from time to time propose to use a different categorization for any Licensed Content than that specified on Licensor's website located at www.spti.com (or any successor website), then Licensee shall supply Licensor with a copy of its ''Master Guide" summary of Licensed Content (or equivalent) and their categorization/placement on the Licensed Service menu for the relevant month, indicating the change.

CONFIDENTIAL [22-03-12] - II - Any such categorization and/or placement shall be subject to Licensor's prior written approval which shall not be unreasonable withheld or delayed.

LICENSE PERIOD/AVAILABILITY DATE

9.1. License Period: The License Period for any Licensed Content:

9 .1.1. distributed by VOD shall be:

(i) for each Theatrical Release, DTV, NTR and MOW, a minimum of ninety (90) days from the Availability Date, or such longer period as Licensor may in its sole discretion notify to Licensee;

(ii) for each Library Film, twelve (12) months from the Availability Date subject at all times to Licensor's right to adjust Availability Lists; and

9.1.2. distributed by ODRL shall be the period commencing on the Availability Date and concluding on the expiration of the Term.

9.2. One License Period Only: The License Period applies to each individual title of Licensed Content in the context of the Licensed Service as a whole. In the event of multiple Licensed Services being made available through more than one Approved Distribution Partner, in more than one country of the Territory, the Licensed Period for any Licensed Content shall remain the same based on the Availability Date of such Licensed Content within each relevant country of the Territory only.

9.3. Availability Date: The Availability Date for Licensed Content shall be as determined by Licensor in its sole discretion, provided for the avoidance of doubt that:

9.3.1. such Availability Date shall in no event be earlier than: (i) for ODRL, any ODRL LVR, or (ii) for VOD, any VOD LVR for the relevant item of Licensed Content.

9.3 .2. the Availability Date for each Library Film shall be the start of its A vail Year, where not otherwise determined by Licensor in its sole discretion.

MINIMUM GUARANTEE AND LICENSE FEE

10.1. Minimum Guarantee: Licensee shall pay the Minimum Guarantee in the amounts as set out in Exhibit A on execution of this Agreement and on the dates as set out in Exhibit A subject to the receipt of a valid invoice from the Licensor.

10.2. Recoupment: the Minimum Guarantee is fully recoupable against License Fees arising from User Transactions completed in the respective A vail Year for which the Minimum Guarantee or portion thereof was paid.

10.3. Cross-collateralization: License Fees arising under the exploitation of the Distribution Rights granted in res ect of one User Transaction type may be cross-collateralized against the Minimum Guarantees paid in respect of a different User Transaction type, i.e. the Minimum Guarantee paid in respect of the VOD Distribution Rights can be recouped through the License Fees payable under the exploitation of the ODRL Distribution Rights and vice versa.

10.4. License Fee: Licensee shall pay the License Fee as calculated in accordance with the provisions of this clause 10 and as set out in Exhibit A attached hereto.

10.5. License Fee Calculation VOD: For each item of Licensed Content, the License Fee shall be equal to the greater of:

10.5.1. the Minimum License Fee (as calculated below); or 10.5.2. the Actual License Fee (as calculated below);

Calculation: For each item of Licensed Content:

10.5.3. The "Minimum License Fee" shall be calculated as the product of the following:

CONFIDENTIAL [22-03-12) - 12- the Minimum Fee per User Transaction (exclusive of VAT) for that Licensed Content; multiplied by

the number of actual User Transactions.

10.5.4. The "Actual License Fee" shall be calculated as the product of the following:

the total number of actual User Transactions for such Licensed Content; multiplied by;

the Actual Retail Price for each User Transaction (after excluding VAT, and then subject, for the purposes of this calculation only, and in relation to User Transactions within France only (and not in relation to any other country of the Territory), to a deduction of up to (and in no event greater than) a maximum of 4.2% of such actual retail price exclusive of VAT, and with no other deductions for any taxes, fees or levies in France (or, in the case of each other country, in the Territory), which for the avoidance of doubt remain the sole responsibility of Licensee; multiplied by

Licensor's Share for such Licensed Content.

10.6. License Fee Calculation ODRL: For each item of Licensed Content distributed pursuant to ODRL User Transactions the License Fee shall be calculated as a product of:

10.6.1. the total number of User Transactions for such Licensed Content; multiplied by

10.6.2. the Wholesale Price for each User Transaction.

10.7. Administration Fee: Licensee shall pay the Administration Fee where applicable, in accordance with Licensor's invoice, and paragraph 11.1 below.

10.8. No Service Access Fee: Licensee shall charge each User (and require actual payment of) a material per transaction fee for the license of any Licensed Content for which the User makes a User Transaction through the Licensed Service. Licensee will not be permitted to charge any Service Access Fee for the privilege of receiving the Licensed Service. A "Service Access Fee" shall mean any fee (whether characterised as a "club fee", general access charge, or otherwise) which is charged to subscribers solely and specifically for the privilege of receiving the Licensed Service (as distinguished from exhibition of a Program on such service), or any other buy-through equivalent.

10.9 Retail Prices: Licensee shall establish in its sole discretion the price charged to a User by Licensee ("Retail Price") for each User Transaction from time to time. For the avoidance of doubt the Minimum License Fee is used for the purpose of calculating License Fees due under the terms of this Agreement and are in no way intended to influence the Retail Price.

10.10 No Giveaways: Under no circumstances shall any Licensed Content be given away for free, including as part of any promotion, without Licensor's express written approval in advance. For the avoidance of doubt, trailers shall be used for promotional purposes only and shall be distributed for free.

INVOICING AND PAYMENT

11.1. Invoicing: Licensor shall invoice Licensee in accordance with the following:

11.1.1. Minimum Guarantee- within 30 days from the commencement date of the Initial Avail Term (and/or relevant Avail Year, and each Second Installment within 30 days from the relevant due date), all as set out in Exhibit A, and Administration Fee- 60 days prior to Availability Date; and

11.1.2. Licence Fees (once the Minimum Guarantee for any Avail Year has been recouped)- within 30 days from receipt of the Monthly Statements in accordance with clause 12.2 below.

11.2. Payment Terms: Licensee covenants and agrees to make all payments to Licensor hereunder in a timely manner, and in any event no later than 30 days from the date of invoice. Without prejudice to any other right or remedy available to Licensor, any late payment will bear interest accruing from its due date at a rate equal to the lesser of (i) one hundred and ten percent (110%) of the prime rate announced by the Western Edition <;>f the Wall Street Journal (the "Prime Rate") and (ii) the maximum rate permitted by applicable law.

11.3. No Deduction: Subject only to clause 11.8, Licensee shall not be entitled to make any set-off or deductions whatsoever from the amounts payable to Licensor in accordance with this agreement, whether or not based upon

CONFIDENTIAL (22-03-12) - 13 - any claimed debt or liability of Licensor to Licensee.

11.4. Remittance: All License Fees shall be payable in Euros and shall be paid by Licensee to Licensor by wire transfer and for the avoidance of doubt acceptance thereof by Licensor shall not constitute a waiver of any of Licensor's rights nor preclude Licensor from questioning the correctness of same at any time. At the time any wire transfer is initiated, Licensee shall provide written notice by email or fax to the fmance contact identified in this clause I I .4 of the Agreement indicating that the payment is being remitted. Unless otherwise instructed by Licensor, all Royalty and other payments due hereunder shall be sent to the address set forth in clause 11.4. Any and all costs associated with any wire transfer shall be borne solely by Licensee.

Unless otherwise instructed by Licensor, all payments to the following account (or such other account as Licensor shall from time to time direct in writing):

Wire Instructions: Bank Name: Mellon Client Services Center Bank Address: 500 Ross Street, Room 154-0940 Pittsburgh, PA 15262-0001 ABA Routing#: 043000261 Account#:0090632 Account Name: Culver Digital Distribution Swift Code (foreign wires only): MELNUS3P Reference: Please indicate

Mailing Instructions: Culver Digital Distribution Dept. 1101 PO Box 121101 Dallas, TX 75312-1101

Overnight/Courier Service Instructions: Culver Digital Distribution Lockbox Number 891101 888 S Greenville A venue, Suite 200 Richardson, TX 7508I-5044 Phone#: 972-680-I900

Finance contact: Lori Barker, Vice President Finance, ph + 1 310 244 5374, fax+ 1 310 244 0296, email Iori barker@spe.sony.com

1 I .5. Currency: Notwithstanding clause 1 I .4 above, where any applicable executed Schedule specifies payment in United States Dollars, Licensee shall remit payment to such account as Licensor shall direct in accordance with the following.

11.5.1. Royalties may be computed in the currency of the country where earned and shall be credited to Licensor's account in United States Dollars converted per the applicable rate published in the Wall Street Journal for the earlier of (i) the actual date of payment, or (ii) the last date for payment under clause 11.2.

11.5.2. Except when currency conversion costs are imposed or levied by any local government authority, Licensee shall be solely responsible for all costs of any currency conversion to United States Dollars, and such costs shall not reduce the amounts due to Licensor hereunder.

11.5.3. Notwithstanding the foregoing, in the event the conversion ratio for any local currency in Territory to United States Dollars, as described in the US edition of the Wall Street Journal, has changed more than fifteen percent (15%) for a period of time greater than 30 consecutive days since the commencement of this Agreement, any marketing program commitment under any Schedule shall be recalculated according to the same percentage change of ratio provided, however, under no circumstances shall the quality or quantity of the promotion to be delivered in an applicable schedule be reduced {i. e. if a certain number/frequency of advertising is committed by Licensee, the actual number or frequency of, for example, print ads, radio spots or other advertising impressions shall remain unchanged).

11.6. Currency Regulation: To the extent any sums due to Licensor hereunder cannot be sent to Licensor because of currency restrictions or any such other governmental regulations or restriction, such inability to remit payment

CONFIDENTIAL [22-03-12) - 14- shall not be deemed a breach of this Agreement for any purpose, provided Licensee gives Licensor prompt written notice of such inability and the reasons therefore, and at Licensor's election, in Licensor's sole and absolute discretion, promptly deposits all such sums due to Licensor hereunder in an interest bearing account in the name of Licensor at a bank designated by Licensor where payment is pennitted in satisfaction of Licensee's payment obligations hereunder. Licensee shall document all deposits made to such account and the dates thereof.

11.7. Taxes: Subject only to clause 11.8, Licensee shall pay and hold Licensor forever hannless from and against any and all taxes (including interest and penalties on any such amounts but other than corporate income and similar taxes). All prices and payments stated herein shall be exclusive of and made without any deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority.

11.8. Withholding Tax: If Licensee is required by law to deduct withholding tax from any payment due hereunder to Licensor, Licensee shall be entitled to deduct such withholding tax from the License Fees payable to Licensor, provided that within thirty (30) days of payment by Licensee to the relevant tax authority, Licensee shall so advise Licensor and shall provide Licensor with an original receipt (or other documentation as necessary) evidencing payment of such withholding tax, and such assistance as Licensor may reasonably require for Licensor to claim a tax credit for such amount. The Parties shall cooperate in good faith and use reasonable efforts to minimize the withholding tax due and obtain benefits under applicable tax treaties without undue delay (including the submission by Licensor of the relevant tax fonn to the relevant tax authorities in the Territory, as applicable). In the event Licensee does not provide evidence of payment of withholding taxes in accordance with the above, Licensee shall be liable to and shall reimburse Licensor for the withholding taxes deducted from such payments.

11.9. Time Of The Essence: Without prejudice to any other rights of Licensor hereunder, time is of the essence regarding all payments due hereunder.

STATEMENTS: REPORTS

12.1 . Electronic Reporting: Licensee will provide electronic or web-based statements (in Excel fonnat) setting forth appropriate calculations of, and data supporting thereof, the License Fees (as applicable) due for the relevant reporting period in a reasonable fonnat, to be specified in relation to each Licensed Service (as applicable), as well as in aggregate for all the Licensed Service, including (without limitation) the infonnation detailed below together with such other infonnation as Licensor may reasonably request subject always to all relevant data protection laws and regulations. Without limitation to the foregoing, or the requirements set out in paragraphs 12.2 to 12.10 below, all reporting will include at least the following categories ofinfonnation:

12.1.1. Reporting period start and end dates;

12.1.2. Licensee name;

12.1.3. Activity date;

12.1.4. Licensed Content description I title;

12.1.5. Number of units;

12.1.6. Applicable Minimum License Fee;

12.1.7. Applicable Royalty;

12.1.8. Applicable Licensor's Share;

12.1.9. Transaction currency;

12.1.1 0. (If available) Device usage;

12.1.11. Transaction type (including as applicable ODRL, VOD, return, adjustment, season pass etc);

12.1.12. Country of transaction;

CONFIDENTIAL [22-03-12) - 15- 12.1.13. Resolution (as applicable SD, HD, 3D); and

12.1.14. Version (director's cut, special edition, etc).

12.2. Monthly Statements: With respect to each month of the Term, until the last month of the latest expiring License Period under this Agreement, Licensee shall deliver to Licensor a statement ("Monthly Statement"), setting forth appropriate calculations of, and data supporting the License Fees due for such month ("Reporting Month") within 15 days following the conclusion of such Reporting Month, showing in reasonable detail, broken down by Licensed Service (as applicable) and in total, at least the following information:

12.2.1. the total number of User Transactions on a cumulative basis;

12.2.2. for each item of Licensed Content for such month:

(i) the total number of User Transactions

(ii) Actual Retail Price;

(iii) the Wholesale Price or Minimum Fee as applicable payable during the reporting period;

(iv) the Licensor's Share, where applicable;

(v) the License Fee payable;

(vi) the amount of any "Overage" being the positive difference, if any, of such Licensed Content's License Fee over the outstanding Minimum Guarantee for each Avail Year (as applicable), and any previous excess paid.

12.3. Point in Time Reports: Licensee shall provide Licensor with e1eclronic reports for Licensor's information, which shall not be binding for the purposes of settling statements and/or invoices, and which shall provide overall Licensed Services information (broken down by Licensed Service as applicable, and in total) such as but not limited to:

12.3.1. the number of User Transactions in total (broken down by day);

12.3.2. for each item of Licensed Content (in total for the period of the Term to the date of Licensor's request, and/or broken down by day, in accordance with Licensor's request):

(i) the total number of User Transactions and the relevant Category at the time of such User Transactions;

(ii) Transaction type (including as applicable ODRL, VOD, return, adjustment, season pass etc); and

Qii) Resolution (as applicable SD, HD_, 3D=);'---

12.3.3. such other information that Licensor may reasonably request.

12.4. Quarterly Business Reviews: commencing as soon as reasonably possible but in any event no more than three {3) months after the commencement of the Distribution Term Licensee will attend quarterly business reviews with Licensor to discuss the performance of the Licensed Service during the Term. At such review Licensee will provide all sales data and other relevant information including but not limited to:

12.4.1. average number oftitles offered by category (ie Currents, DTVs, etc) and by genre;

12.4.2. average number of User Transactions by Category and by genre;

12.4.3. average number of individual buys per title per category; and

12.4.4. average retail price charged per title by category and genre,

CONFIDENTIAL [22-03-12) - 16- •

In the event Licensee offers other content providers more detailed and frequent reporting terms (including but not limited to an increase in frequency of reports for User numbers), Licensee shall provide Licensor with such reports in the same frequency.

12.5. Manual Reports: Until such time as Licensee shall implement systems to deliver (and accordingly does deliver) electronic or web-based reports, Licensee shall deliver on a monthly basis manually-generated reports (in the Excel format).

12.6. Address for Monthly Statements: Unless otherwise instructed by Licensor, all reports (including but not limited to Monthly Statements) shall be sent (by email and overnight mail) to the following attention:

10202 West Washington Blvd Culver City, California, 90232, USA Attention: Lori Barker Email: sphe digital [email protected] Cc : Thibault du-vem [email protected] And Cc: [email protected]

12.7. Tracking System of User Use Information: Licensee shall implement a system for tracking and managing each User's entitlements to Licensed Content.

12.8. Published Program Guides: Licensee shall supply copies of the published program guides for the Licensed Service including Licensed Content no later than such time as such schedules are first mailed or otherwise made available to Users.

12.9. Studies: Licensee shall provide to Licensor on a semi-annual basis, commencing six (6) months from the date of this Agreement, all relevant non-confidential results of any market research and similar studies conducted by Licensee which pertain to distribution of the Licensed Content on the Licensed Service (including, without limitation, focus group surveys and demographic studies), and (to the extent permitted by law) subscriber information regarding subscriber viewing and program acquisition behaviour (including, without limitation, User Transaction buy rate information by program category, genre and in aggregate, price sensitivity analysis, the impact of any agreed promotional or bundling activities on User Transaction buy rates). The parties shall agree the data to be generated and the format of presentation of the market and subscriber information. Licensor may make suggestions to Licensee regarding the direction of on-going research. For the avoidance of doubt, this clause shall not create any obligation on the Licensee to conduct additional studies or market research on behalf of Licensor.

12.10. Designee: Licensor may appoint a third party designee to receive or access the data provided by Licensee under this clause 13 (at no additional cost to Licensor) for purposes of reorganizing or presenting such data as requested by Licensor, provided that any such designee agrees to keep such information confidential

AUDIT AND REVIEW

13.1. Audit Right: Licensor, itself or through its designated agents, shall have the right, not more than once per year, at Licensor's sole cost and expense (except as otherwise provided in clause 13.2) during normal business hours, upon 15 Busmess Days' pnor written notice to Licensee, to audicand revtew, at Ucensee's address serforth herein (or such other address as may be designated by Licensee as its principal business address by notice given by Licensee to Licensor in accordance with clause 33 as the place where such books and records are kept) any of Licensee's books and records pertaining to exploitation of the rights granted by Licensor to Licensee under the terms of this Agreement (the "Audit Rights"). Licensor shall use reasonable commercial endeavours to conclude any such audit within a period of not more than I 0 Business Days. Licensor shall not repeatedly audit the same information as previously audited at any time under this Agreement, provided that the exercise by Licensor at any time and from time to time of its Audit Rights or the acceptance by Licensor of any Report or payment by Licensee shall be without prejudice to any of Licensor's rights or remedies arising under this Agreement in respect of any inaccuracy or inadequacy thereof, and shall not in any way prohibit Licensor from thereafter disputing the accuracy or adequacy of any such Report or payment, respectively, and Licensee shall at all times remain fully liable for any payment due under the terms hereof.

13 .2. Applicable Rate: If any such review or audit by Licensor reveals that Licensee has misstated any item bearing upon or relating to the License Fees due or payable to Licensor under this Agreement, Licensee shall re-compute and make immediate payment of the License Fees due under this Agreement. together with interest thereon,

CONFIDENTIAL [22-03-12] - 17- compounded monthly from the date on which such License Fees shall first have been due and payable hereunder, at the rate determined in accordance with clause 11. Additionally, in the, event that the actual License Fees due under this Agreement for any quarterly period exceed the License Fees reported by Licensee to be due for such period by 3% or more, Licensee shall pay:

13.2.1. all reasonable out-of-pocket costs and expenses incurred by Licensor for the review and audit in respect of such period; and

13.2.2. all reasonable attorneys' fees incurred by Licensor in connection therewith or in connection with enforcing the collection thereof.

INSURANCE

14.l.Insurance Amount: Licensee shall at all times while this Agreement is in effect and for three (3) years thereafter, obtain and maintain at its own expense, from a qualified insurance carrier, first and third party insurance, including, without limitation, general liability coverage and products and contractual liability coverage which includes as additional insureds Licensor and its respective parents, subsidiaries, affiliates, officers, directors, employees, representatives and agents. The amount of coverage shall not be less than Three Million United States Dollars ($3,000,000.00) combined single limit (with no deductible amount) for each single occurrence and Three Million United States Dollars ($3,000,000) in the aggregate, for personal injury, bodily injury and/or property damage. The policy shall provide for thirty (30) days written notice to Licensor from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation or termination. Upon execution of this Agreement, Licensee shall furnish Licensor with a certificate of insurance issue by the carrier evidencing same. In no event shall Licensee manufacture, advertise, distribute, sell or otherwise exploit the Licensed Content or Advertising Materials prior to Licensor's receipt of such certificate of insurance.

DELIVERY MATERIALS

15.1. Delivery: Licensor shall endeavour to supply the Delivery Materials (where available .out of stock) 30 days prior to the relevant Licensed Content's Availability Date (or, if late, date of Licensee's selection of such Licensed Content in accordance with clause 7.3 above), which supply may, without limitation, be made , by any of the following means in Licensor's discretion, according to availability:

15.1.1. Laboratory Access: Licensor may supply Delivery Materials for any item of Licensed Content by means of laboratory access to a video master or digital ftle (as available), by providing Licensee with formal written authorization, specifying all necessary details, in order for Licensee to obtain a Copy in such digital format specification as approved by Licensor, at Licensee's cost; or

15.1.2. Third Party Access: Licensor may supply Delivery Materials for any item of Licensed Content by means of access to a video master or digital ftle (as available), from a third party, by providing Licensee with formal written authorization, specifying all necessary details, in order for Licensee to obtain a Copy in such format as available from such third party, at Licensee's cost; or

15.1.3. Delivery By Licensor: Licensor may supply Delivery Materials for any item of Licensed Content in t------___ accordance with the format specification set out in Exhibit F "Technical Guidelines'.1J2!2uch other format specification as may be requested by Licensee and approved by Licensor) via secure delivery by means of: (i) courier of physical format (including tape, HDD or DVD-R); or (ii) electronic delivery of digital ftle (including SmartJog, FTP, SFTP, Aspera, Signiant, DigiDelivery or Transporter).

15.2. Administration Fee: Licensee shall pay to Licensor (in addition to the applicable License Fee) an "Administration Fee" in the amount per item of Licensed Content in Standard Definition and in High Definition as more specifically set out in Exhibit F.

15.3. Technical Guidelines: The Delivery Materials shall meet the technical specifications set forth in the Technical Guidelines. Amendments to the Technical Guidelines shall be by written agreement between the Parties only and there shall be no obligation on Licensor to upgrade the quality of the Delivery Materials provided to a specification higher than the Technical Guidelines scheduled to this Agreement at the date of signature.

15.4. Technical Acceptance: Licensee shall examine each the Delivery Materials within 15 days of receipt thereof, and shall promptly notify Licensor if such Delivery Materials do not comply with the Technical Guidelines. In the event that any Delivery Materials are rejected by Licensee on such basis, then Licensor shall at its option

CONFIDENTIAL [22-03-12) - 18 - either:

15.4.1. supply a replacement copy as soon as reasonably possible and normally within 15 days of notification by Licensee, with no additional costs for Licensee

15.4.2. by written notice to Licensee authorize Licensee to correct such defect;

provided that if Licensor determines that it is not practicable to remedy such defect or to create a replacement copy of the Licensed Content which meets the required standards, Licensor may elect to withdraw the Licensed Content, in accordance with clause 25 below.

15.5. Permitted Digitized Copies: Subject to clause 15.12, Licensee shall be entitled to make a reasonable number of Copies in accordance with the Content Protection Requirements set out in Exhibit C and Licensee's Transcode Format set out in Exhibit F, at Licensee's sole cost, to be used solely in accordance with the terms hereof.

15.6. Delivery Costs: All costs relating to the shipping of any Delivery Materials (including without limitation, risk of loss, insurance and taxes) shall be borne by Licensee directly where such materials are delivered to Licensee and Licensor directly where such Delivery Materials are returned to Licensor.

15.7.Limitations On Use of Copies: Except as otherwise provided in clause 15.5 above, Licensee shall not copy or duplicate any Copy, nor part with any Copy and shall use its best efforts to prevent any loss or theft and unauthorized use, copying or duplication by others of any Licensed Content or Copy.

15.8. Licensed Language Materials Availability: If Licensor has available out of stock on-hand a dubbed or subtitled version in the Licensed Language of an item of Licensed Content, Licensor shall provide such materials to Licensee at Licensee's cost. If Licensor is unable to provide all materials for a dubbed or subtitled version of an item of Licensed Content out of available stock on hand, Licensor shall have the right to create such dubbed or subtitled version and provide copies of such materials, in each case at Licensee's sole cost. If Licensor elects not to create such a version, Licensee may, only with the prior written consent of Licensor, and only in strict accordance with all third party contractual restrictions and Licensor's technical specifications, prepare dubbed or subtitled versions of such item of Licensed Content in the Licensed Language, which versions shall be sufficient to cover Licensor's worldwide usage of such dubbed or subtitled versions in all media throughout the universe, the costs (including, without limitation, any third party contractual obligations, residuals and other reuse fees) for which shall be the sole responsibility of Licensee. Immediately upon Licensee's completion of any original dubbing or subtitling of an item of Licensed Content pursuant this clause, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version. Licensee shall allow Licensor unrestricted access, at no charge to Licensor, to the masters of any such dubbed and/or subtitled versions throughout the License Period for the relevant item of Licensed Content, and following the conclusion of the said License Period or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such item of Licensed Content. In connection with the creation of any dubbed or subtitled version, Licensee shall be responsible for obtaining all necessary third party clearances such that any subsequent use of such materials by Licensor or its designee shall be free and clear of any residual or reuse fees.

15.9. No ownership or interest: Licensee is not granted any ownership of, or interest in, any Delivery Materials, Copy or any ownership of any Licensed Content or materials created by Licensor or Licensee in connection therewith. Licensee's use of the Delivery Materials and Copies is expressly limited to the licenses granted hereunder. All right:-lille and interest in theLicense Confenf,elementS and parts thereof (including, without limitation, promotional materials) and media of exhibition not specifically granted by this Agreement to Licensee are specifically and entirely reserved to Licensor and, other than as expressly otherwise stated in this Agreement, may be fully exploited and utilized by Licensor without limitation at all times, including (without limitation) during the License Period for any Licensed Content, without regard to the extent to which any such rights may be competitive with Licensee or the license granted hereunder.

15.1 0. Rights to Vest: All rights, including, without limitation, copyrights and trademarks, in all Copies together with any related materials and any approved changes, alterations, amendments and/or developments to them, whether created by or on behalf of Licensor or Licensee, shall (to the extent permitted by local law) vest in Licensor upon creation thereof, subject only to the rights to the use thereof granted to Licensee hereunder. Licensee will execute, acknowledge and deliver to Licensor any customary instruments of transfer, conveyance or assignment in or to any such material necessary or desirable to evidence or effectuate Licensor's ownership of any materials so created by or on behalf of Licensee, and Licensee appoints Licensor as its attorney-in-fact irrevocably to execute and deliver all such instruments in Licensee's name.

CONFIDENTIAL [22-03-1 2] - 19 - 15.11. Retention Of Copies After Expiry Of License Period: Subject to clause 31.4 and for the purposes of ODRL rights only, Licensee shall be entitled to retain such Copies of all Licensed Content following expiry of the License Period as are necessary for customer support purposes only until the expiry of such obligations to provide such customer support in accordance with the Terms of Service and consumer statutory rights.

15.12. Return of Copies: Subject to clause 32.4, no later than thirty days after the expiration of the License Period or Term (whichever is sooner), all Delivery Materials and Copies of such Licensed Content created or supplied Licensor pursuant to the terms of this clause 15 (other than those which Licensee is permitted to retain under clause 15.11 above) shall be destroyed or degaussed by Licensee and such destruction or degaussing shall be certified by Licensee to Licensor, provided that at Licensor's option Licensee shall return such Copies to Licensor, at Licensor's cost as to shipping, rather than destroy or degauss such Copies.

15.13. No further language: In no event shall Licensor be required to deliver Copies in any language version other than the Licensed Language version.

15.14. Loss, etc: If any Copy is lost, stolen, destroyed or damaged after delivery by Licensor to a shipping agent (if applicable) and before arrival at its destination, Licensee shall give to Licensor an affidavit of one of its officers certifying such loss, theft, destruction, or damage and all details known to Licensee relating to such occurrence. Licensee shall immediately confrrm in writing to Licensor (in addition to the affidavit required above) which Delivery Materials were so lost, stolen, destroyed or damaged and Licensee's order for a replacement. Licensor shall, upon written notification of such occurrence, make and deliver to Licensee another copy of the Delivery Materials at Licensee's expense.

15.15. No Charges: Licensee shall not grant or authorise any lien, charge, pledge, mortgage or other encumbrance to attach to any rights to exploit the Licensed Content, the Delivery Materials or any Copy granted or delivered under this Agreement, and shall use reasonable efforts to prevent any such attachment.

15.16. Source of Copies: Licensee agrees that with respect to any Licensed Content licensed hereunder, it shall obtain all Delivery Materials and other materials to be used for and in relation to distribution from Licensor or its designee and from no other source and by no other method.

15.17. Music Cue Sheets: Licensor shall provide Licensee with access to its website located at https://euconnect.spe.sony.com/spidr (or any successor website) to enable Licensee to download music cue sheets in respect of any Licensed Content.

CUTTING AND EDITING

16.1. Authorisation: Licensee shall exhibit each item of Licensed Content licensed hereunder as delivered by Licensor in its entirety provided that, subject to Licensor's prior written consent and to any contractual or guild restrictions to which Licensor is subject, where notified by Licensor to Licensee in writing, Licensee may make such minor cuts or eliminations, at its own expense, as are necessary to comply with any and all applicable legislation, regulations, codes, guidelines or orders issued by any duly authorized public censorship authority..

16.2. Artistic/Pictorial Quality: Notwithstanding the foregoing, Licensee shall not have the right to make any such cuts that will adversely affect the artistic or pictorial quality of such Licensed Content or materially interfere with its continuity and shall not delete any co_Qyright or trademark notice or credits incorporated in the Licensed Content as delivered by Licensor. Licensee shall replace such minor cuts and alterations and delete such commercial material in order that the Copy shall be returned to Licensor in the same condition as delivered, reasonable wear and tear due to proper use excepted. Licensee shall not copy, duplicate, sublicense or transfer possession of any Copy except to return the same to Licensor or as authorized hereunder and shall use its best efforts to prevent any unauthorized duplication or copying by others of any Copy or Licensed Content.

16.3. Deemed Withdrawal and Substitution of Licensed Content: Where Licensor is reasonably satisfied that any Licensed Content is not capable of being edited to so comply within the scope of editing rights granted to Licensee under clause 16.1 above, such Licensed Content shall be deemed withdrawn from license hereunder on the basis that Licensor shall substitute an alternative program of the same category (where available), or. otherwise of any other category in Licensor's discretion, provided the applicable License Fee for such substituted program shall be deemed not to exceed the applicable License Fee for such withdrawn Licensed Content.

ADVERTISING/PROMOTION/MARKETING

17.1. Obligation to Market and Promote: Without limiting any other provision hereof, Licensee and its Approved

CONFIDENTIAL [22-03-12] -20- t4 Distribution Partners shall use all reasonable, commercial efforts to market, promote and maximize distribution of the Licensed Content during the License Period in accordance with this clause 17, the marketing guidelines as provided by Licensor to Licensee from time to time and the terms and conditions of this Agreement.

17.2. Marketing Commitment: Licensee agrees to the marketing commitment for the promotion of Licensed Content in accordance with Exhibit D to this Agreement.

17.3. Marketing Plan: Licensee shall provide Licensor, for Licensor's approval, with a Marketing Plan based on the Marketing Commitment set out in paragraph 17.2 above and Exhibit D, on a quarterly basis commencing one (1) month from the date of signature of this Agreement (or more frequently as may be agreed between the Parties in writing). The initial Marketing Plan shall provide details of the proposed launch plan for the promotion of the Licensed Content on the Licensed Service including the launch via the Approved Distribution Partners. It shall also detail Licensee's commitment as to in-store promotion and physical goods/digital goods tie-ins together with planned customer communications seeking to raise awareness/up-sell Licensee's customers. Such · marketing plan shall include detailed marketing and promotional commitments for all Licensed Content, across all media including promotion on the homepages of the Licensed Service for all Current Films and newsletters relating to the Licensed Service.

17.4. Advertising Materials via Website: Licensor shall also provide Licensee with access to its website located at www.spti.com (or any successor website) for the purpose of downloading publicity and promotional material in respect of any Licensed Content electronically for use in accordance with this Agreement and all applicable guidelines, including (without limitation) the following material ("Advertising Materials"):

17.4.1. a synopsis and cast list (with full biographical details) for any Licensed Content;

17.4.2. credit list;

17 .4.3. one theatrical trailer for any Licensed Content (subject to availability);

17 .4.4. one 1" PAL electronic press kit for any Licensed Content (subject to availability);

17.4.5. access to at least 10 colour images of any Licensed Content, (which Licensee may also convert to black & white) (subject to availability); and

17 .4.6. one theatrical poster of any Licensed Content (subject to availability).

17.5. Use of Materials: Licensee shall use such Advertising Materials solely for the purpose of advertising, promoting and publicizing the exhibition of the Licensed Content on the Licensed Service and shall not, without the prior written consent of Licensor:

17.5.1. modify, edit or make any changes to the Advertising Materials; or

17.5.2. promote the distribution of any Licensed Content by means of contest or giveaway.

17 .6. Direct Promotion: Licensee shall directly promote the exhibition of any Licensed Content in accordance with the marketing guidelines provided by Licensor from time to time, including by way of promotional reel loops, Licensee's subscriber guide(s) and other mail-outs to Users. ------

17.7. Approval for Wider Promotion: Any promotion of any Licensed Content on the Licensed Service with a wider distribution than to Users of the Licensed Service, including (without limitation) press, radio, television, mass mail-outs and billboards, shall be subject to submission of a prior written request for Licensor's prior written consent which shall not be unreasonably withheld.

17.8. Differentiation Between Distribution Means: Licensee shall in all promotions and marketing materials maintaining a clear differentiation between the availability of any Licensed Content on the basis of the relevant Distribution Rights, as distinct from any other exhibition or distribution basis (such as by way of example, and without limitation, home video/DVD rental or purchase, ODRL, VOD, Pay Per View and Pay TV) by means including (without limitation) through the lay-out of promotion for the Licensed Service in separate and specifically branded ODRL and/or VOD, areas (as applicable) in any print and web-page promotion and subject always to the restrictions set out in clause 17.15

17.9. Positive Promotion: Licensee's promotions may position ODRL and for VOD, (as applicable) in a positive light

CONFIDENTIAL [22-03-12) - 21 - but in no event shall any promotion contain negative messages about other means of film or television distribution including home video/DVD purchase or rental, or any competing ODRL, VOD, or Pay Per View service, provided that Licensee shall be free to promote the bona fide benefits of the Licensed Service without reference to other methods of film or television distribution.·

17.1 0. Marketing Consultation: Licensor and Licensee shall fully consult on Licensee's proposed marketing plan for the Licensed Service provided in accordance with clause 17.2, in person or by telephone, in order to identify possible marketing initiatives for the Licensed Service which are compatible with Licensee's product development strategy, and with Licensor's brand management.

17.11. Promotion of Licensed Content: Subject to the provisions of this clause 17, Licensee shall have the right in the Territory, with respect to any Licensed Content licensed hereunder and during the promotional period defmed in clause 17 .15, to include in any promotional or advertising materials used to advertise and publicize the exhibitions of such Licensed Content, the names or likenesses of actors appearing in it, the name of Licensor and any other person or company connected with the production of such Licensed Content and receiving credit in the titles thereof or any trademark used in connection with such Licensed Content ("Identification and Credits"). Any such advertisement shall be done in accordance with Licensor's written instructions as to such Identification and Credits notified on Licensor's website located at www.spti.com or directly communicated in writing from Licensor to Licensee from time to time. Licensee covenants that:

17 .11.1. it shall fully comply with all instructions furnished in wntmg to Licensee with respect to such Identification and Credits (including size, prominence and position); and

17 .11.2. the same shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service other than such Licensed Content; and

17.11.3. the names and likenesses of the characters, persons and other entities appearing in or connected with the production of Licensed Content shall not be used separate and apart from the Advertising Materials which will be used solely for the purpose of advertising of the exhibition of such Licensed Content.

17.12. Licensor's Instructions: Licensee acknowledges that its right to use the names, images or likenesses of persons performing services in connection with any Licensed Content licensed hereunder pursuant to this clause 17 is subject to various limitations and restrictions contained in any and all restrictions or regulations of any applicable guild or union and any contracts that Licensor has with third parties, where notified by Licensor to Licensee in writing. In the event Licensee fails to comply with Licensor's written instructions as to such limitations and restrictions or Identification and Credits notified on Licensor's website located at www.spti.com or directly communicated in writing from Licensor to Licensee from time to time and/or fails to obtain from Licensor a prior written waiver of such compliance, Licensee shall indemnify and hold harmless Licensor from and against any claims, suits, damages, costs and expenses (including fees and disbursements of counsel) arising out of or related to any such failure, which indemnification shall be in accordance with the terms of clause 29 .2. Notwithstanding the provisions of clause 31, Licensor shall have the option to assume the handling, settlement or defense of any such claim or litigation within the foregoing indemnification.

17.13. Copyright Notices: Appropriate copyright notices, always in accordance with Licensee's instructions and as provided in the provisions set out in the www.spti.com website referred to above (or its successor), shall at all times accompany all Advertising Materials and Marketing Materials.

17.14. Media: Subject to the provisions of this clause 17, Licensee shall have the right to advertise, publicize and promote the exhibition of any Licensed Content licensed hereunder by any means or media (including, without limitation, television, radio, newspapers and other press, posters and theatrical exhibition), provided that:

17.14 .1. excerpts shall not exceed four minutes in total per item of Licensed Content, unless specifically authorised by Licensor in writing and subject to such other customary restrictions as notified by Licensor to Licensee in writing from time to time;

17.14.2. any distribution in any recorded media (including, without limitation, CD Rom or DVD) of any copy of any part of any Licensed Content shall be subject to Licensor's prior written consent on a case by case basis;

17. 14.3. Licensor makes no representation or warranty with respect to the use of any music contained in any Licensed Content for promotional purposes and that Licensee shall be responsible for clearing all music rights with respect to any music contained in such excerpts; and

CONFIDENTIAL [22-03-12] - 22 - 17.14.4. promotion on the Internet shall be permitted only in accordance with Licensor's Internet Promotion Policy attached hereto as Exhibit G and as otherwise notified by Licensor to Licensee from time to time.

17.15. Timing of Advertisements and Promotions of Licensed Content: Licensee shall not advertise, promote,_ publicize or otherwise announce any Licensed Content licensed hereunder or the exhibition thereof to:

17.15.1. Users unti130 days prior to that Licensed Content's Availability Date;

17.15.2. or the general public or via on-air promotions until15 days prior to that Licensed Content's Availability Date.

Further any such permitted advertising, publicity, exploitation or promotion for any Licensed Content more than 10 days before that Licensed Content's Availability Date shall include specific reference to such Availability Date 51 (e.g. "coming on November 1 " ). Licensee shall not advertise, publicize, exploit or promote any Licensed Content licensed hereunder after the termination of such Licensed Content's License Period.

17.16. Fair Treatment: Without limiting any other provisions hereof, Licensee shall ensure the Licensed Content shall receive no less favorable treatment on a proportionate averaged "whole-of-year" basis than the product of any other provider or supplier of motion pictures or television content. In particular, Licensee shall ensure, in respect of the Licensed Content, that:

17 .16.1. all aspects of programming or promotion on the Licensed Service, including, without limitation:

(i) placement and prominence on each of the Licensed Service's interface, home page and within any genre or category, navigators, graphic user interfaces, cross-channel real estate, barker channel and in any other available promotional medium;

(ii) minimum space dedicated to each category of Licensed Content;

(iii) frequency and structure of promotions including stand-alone promotions;

(iv) marketing campaigns;

(v) placement of trailers; and,

17.16.2. all service features as they relate to Licensed Content including (but not limited to) speed, functionality, and search function shall be on a fair, equitable and non-discriminatory basis vis-a-vis other programming of similar category and genre provided by other studio content providers.

17.17. Branded Area: If any other licensor is provided with a branded area in the Licensed Service, Licensor will also be offered this option and the same commercial terms as the other licensor.

17 .18. Megabits: It is a condition of this Agreement that Licensee at all times has on the Licensed Service forty (40) Megabits (as defmed in paragraph 0.40 of this Agreement) not including the Licensed Content hereunder. For the t------==:av-'--'o=idance of doubt, the condition set out in this paragraph must be met on all Approved Devices and Approved Set Top Boxes capable of receiving the Licensed Service at all times. However, the parties agree tllatin the event that this condition is not met at any particular time, Licensor shall grant Licensee a cure period offourteen (14) days to rectify the default, such period to be commenced by service of written notice by Licensor on Licensee. In the event that such default is not rectified in the cure period, Licensor shall be entitled to immediately suspend or terminate this Agreement in whole or in part by written notice to Licensee. Any remaining terms of the Agreement shall continue in full force and effect.

17.19. Trailers: Licensee may use any trailers and electronic press kits provided by Licensor to promote the Licensed Content. Licensee may produce trailers for the Licensed Content using authorized material in accordance with this clause 17, on the basis that all rights in each such trailer shall be deemed to vest in Licensor subject in all respects to Licensor's approval in accordance with clause 16.1 of each such trailer created by Licensee.

17.20. Trailers/Features wraps - Placement: Licensee shall, at Licensor's request and in accordance with Licensor's instructions, place trailers and feature wraps that have either been supplied by Licensor to Licensee hereunder or approved by Licensor for the purposes hereof before and/or after Licensed Content. Licensor shall

CONFIDENTIAL [22-03-12] -23- have the right to cause Licensee to run up to 90 seconds of cleared trailers and/or feature wraps before and/or after the exhibition of each item of Licensed Content on the Licensed Service. Such trailers and feature wraps shall promote Licensed Content (including merchandise relating thereto) and shall (where provided by Licensor) be at Licensor's cost as to encoding.

17 .21. Previews: Licensee may provide Users with the opportunity to view Previews of Licensed Content subject to Licensor's prior written approval of such Preview. For the purposes of this Agreement, "Preview" means the exhibition of no more than the first four (4) minutes of each item of Licensed Content (excluding the opening credits) on the Licensed Service, without charge before deciding whether to "buy" the Licensed Content (and whether in "hard" encrypted or "soft" encrypted form) solely to current or potential Users (but only to those who are capable of ordering the particular exhibition of the Licensed Content being previewed) in order to encourage Users to "buy" the Licensed Content; provided that if the length of such Preview shall cause Licensor to be liable pursuant to a guild or union agreement to pay a residual, reuse or other fee in connection therewith, then Licensee shall, at its option, either utilise an amount of time for such Preview such that Licensor shall not be so liable, or reimburse Licensor for the cost of such residual, reuse or other fee.

17.22. Advertising on the Licensed Service: Subject to clause 17.14.4, the Licensed Service may contain advertising on the Licensed Service, provided that any such advertising shall be . clearly separated from distribution of the Licensed Content or the promotion thereof and shall not contain any direct link to the advertiser's homepage nor exceed 15% of the total space on any particular page. In no event shall any advertising be inserted before, during or after the running time of any Licensed Content or the promotion thereof or on any "pages" solely featuring the Licensed Content.

17 .23. Adult Content: Licensee shall not exhibit, advertise, or promote any Licensed Content on the same page as, or otherwise adjacent to or in conjunction with Adult Content, which in any event shall not exceed 10% of total programming available on the Licensed Service. In order to ensure that Adult Content may not be viewed contiguously to any Licensed Content by operation of the viewer's command functions (except where intentionally so operated by a viewer using security commands), Licensee shall organise the Licensed Service so that Adult Content is positioned at least two "clicks" away from any Licensed Content, and accessed through a separate access route to any Licensed Content, subject to security controls which prevent access by any viewer to whom the necessary security command is not provided by the User to the Licensed Service. Licensee shall not advertise, or promote any Adult Content on the same or adjacent screen/webpage as a screen/webpage on the Licensed Service on which any Licensed Content is promoted, distributed or listed. Licensee shall also refrain from advertising or otherwise promoting any Licensed Content in printed materials, on the same page as Adult Content. ·

17.24. Prohibited Content: Licensee agrees that the Licensee Service, their web sites and Marketing Materials, as well as the web sites and promotional materials of Approved Distribution Partners, shall not contain any information that, in Licensor's sole reasonable judgment, may be in bad taste, or in violation of any local law, may constitute libel or slander, may be inconsistent with Licensor's public image, may fail to meet local community standards regarding obscenity or indecency, or may tend to bring disparagement, ridicule, or scorn upon Licensor or any of its Affiliates (such content collectively referred to herein as "Prohibited Content").

17.25. Destruction on Expiry of License Period: Within 30 calendar days after the day on which any Licensed Content is withdrawn in accordance with clause 26 or the License Period expires or terminates in accordance with clause 32, Licensee shall destroy (or at Licensor's request, return to Licensor) all Advertising Materials for 1------,su" c""'h-ricensed Content-wluChnave been supp iedoy L1censor or Mai'Keting Marenals crearea hereuna=er------­ hereunder.

17.26. No Further Promotion: Licensee shall not advertise, publicise, exploit or promote any Licensed Content licensed hereunder after:

17.26.1. the expiry of such Licensed Content's License Period; or

17 .26.2. such Licensed Content is withdrawn from distribution in accordance with clause 25; or

17 .26.3. rights are terminated in accordance with clause 31.

QUALITY ASSURANCE AND APPROVALS

18.1. Quality: To the extent that Licensee is entitled to create Marketing Materials for distribution wider than to Users of the Licensed Services (including all above the line advertising and micro sites) and trailers pursuant to

CONFIDENTIAL [22-03-12] - 24 - 17, such materials shall be of a flrst class industry standard and quality and shall be of such style, design, appearance and workmanship as to enhance the Licensed Content, the goodwill associated therewith, and the prestige of Licensor. Licensee further undertakes that no such Marketing Materials and trailers produced by Licensee shall be used or distributed without Licensor's express written approval as set forth below in clause 18.3 below.

18.2. Supply of Proofs: Licensee shall supply Licensor with copies of all fmal proofs of all Marketing Materials and trailers created for use by no later than one (1) week prior to the proposed use of such Marketing Materials and trailers. No express approval by Licensor shall be required of such Marketing Materials (other than show reels of Licensed Content mixed with third party content) provided they are for distribution only to registered Users of the Licensed Service or on the relevant website of the Licensed Service and produced in accordance with the marketing guidelines supplied by Licensor. In the event that Licensor determines in its sole discretion that such Marketing Materials are not in accordance with the marketing guidelines and the terms and conditions of this Agreement, Licensee shall immediately cease using and withdraw such Marketing Materials and make such corrections as may be reasonably requested by Licensor.

18.3. Approval Process:

18.3.1. Prior to the distribution of any Marketing Materials for distribution wider than to Users of the Licensed Services (including all above the line advertising), show reels of Licensed Content mixed with third party content and trailers, Licensee shall submit such materials to Licensor for its prior written approval. Licensor shall have the sole right to approve or disapprove such Marketing Material or any element thereof (including, but not limited to, text, graphics, characters, music, banners or screens). All submissions shall be sent to:

Mark Woolley, Vice President - Marketing Culver Digital Distribution Inc. 10202 West Washington Boulevard, Culver City, 90232 California, USA ph +1 310 244 7130 fax+ 1 310 244 1806 email mark_woolley @spe.sony.com

cc Thibault du Verne fax + 33 1 46 84 19 39 email: thibaul_du-veme @spe.sony.com

18.3.2. Licensor shall have ten (10) Business Days to approve any Marketing Materials submitted by Licensee under Section 18.3.1 above. Licensor shall specify the reasons for any disapproval thereof, and may specify any required revisions or improvements which Licensor may require by way of conditional approval. Upon making such revisions and/or improvements, Licensee shall re-submit such revised Marketing Materials (as the case may be) for re-evaluation by Licensor within ten (10) Business Days. Any such item of Marketing Materials neither expressly approved nor disapproved by Licensor within ten (1 0) Business Days shall be deemed disapproved. With respect to each such item of Marketing Materials which has received Licensor's fmal approval, Licensee shall not depart from the Licensor-approved fmal form in any material respect, ·without Licensor's_prior written approval.

INTELLECTUAL PROPERTY RIGHTS:

18.4. Ownership and Control: The Licensee acknowledges and agrees that:

18.4.1. Licensor owns and/or controls the Intellectual Property Rights in the Licensed Content, elements and parts thereof, the Delivery Materials, the Advertising Materials and any other materials delivered and/or developed in accordance with the terms and conditions of this Agreement ("Licensor's IPR") absolutely throughout the world;

18.4.2. the Licensed Rights granted to Licensee hereunder do not grant any right, title or interest in Licensor's IPR other than those rights licensed to Licensee in accordance with the provisions of this Agreement;

18.4.3. it shall not seek to acquire any right, title or interest to nor shall it use Licensor's IPR save as authorised in this Agreement or as otherwise agreed by Licensor in writing in advance.

CONFIDENTlAL [22-03-12] -25- 18.5. Benefit and Goodwill: The benefit of the Intellectual Property Rights in the Licensor's IPR and any goodwill that accrues as a result of Licensee's use of such Intellectual Property Rights shall inure to the benefit of Licensor.

18.6. Rights in Marketing Materials: All Intellectual Property Rights including any copyright in any materials created or developed from Licensor's IPR including any marketing assets, metadata, backgrounds, images, promotional materials (including promotional videos) shall be the property of Licensor. ·

18.7. Assignment of Rights in Marketing Materials: In consideration of the rights granted to Licensee hereunder by Licensor, Licensee hereby assigns and grants to Licensor (such assignment to be effective immediately and where appropriate by way of present assignment of future copyright) the entire copyright and all other Intellectual Property Rights absolutely throughout the world for the full period of copyright including any extensions, revivals, reversions and renewals and thereafter in so far as possible in perpetuity in the materials referred to in clause 20.3 above and any reproduction, adaptation, alteration or addition to the Licensor's IPR arising by virtue of the Licensee's exercise of the rights granted under this Agreement of whatever nature, however substantial or insubstantial and every element and part thereof.

18.8. Clearance of Rights in Marketing Materials: Licensee shall supply and also grants to Licensor all consents and permissions necessary to enable Licensor to make the fullest use of the materials referred to in clause 18.2 above and any reproduction, adaptation, alteration or addition to the Licensor's IPR arising by virtue of the Licensee's . exercise of the rights granted under this Agreement of whatever nature including the waiver of all so called moral rights. To the extent required, Licensee warrants and undertakes that it shall obtain all necessary waivers of such moral rights from all parties involved in the development of such materials.

18.9. Materials Created by Third Parties: Where Licensee commissions or employs a third party, who is not an employee of Licensee, to create, assist with or contribute to the development or creation of any materials in connection with this Agreement in respect of which any Intellectual Property Rights may be created, including without limitation, copyright, prior to that third party creating the said work, (including photographs), Licensee shall inform and agree with such third party that any Intellectual Property Rights shall vest in Licensor, that all moral rights therein shall be waived absolutely and that the third party shall do, at the expense of Licensee, all things necessary to ensure that the said rights so vest and so be waived, including, without limitation, executing any assignments required.

18.10. No Registration of Trademarks: Licensee acknowledges that Licensor has the sole right to register or attempt to register copyrights in, or register as a trade mark, service mark, design, patent or industrial design, or business designation, any trademarks related to Licensor and the Licensed Content or derivations or adaptations thereof, or any word, symbol or design identical with or deceptively similar to such trademarks or derivations or adaptations thereof or which is so similar thereto as to create a likelihood of confusion on the part of the public including any suggested association with or sponsorship by Licensor.

18.11. Further Assurances: The Licensee hereby agrees to do all things necessary and execute all necessary documentation to give effect to this clause 18 and the provisions of this clause 18 shall survive expiration or termination of this Agreement.

COPY PROTECTION AND SECURITY

19:1-:-General:-Licensee represents-and-warrants-thatit-has put-in place-fully-secure and effective;-stringenr-and•obusr• security systems and technologies to prevent theft, pirating and unauthorized exhibition (including, without limitation, exhibition to non-subscribers and exhibition outside the Territory), unauthorized copying or duplicating of any video reproduction or compressed digitized copy of any Licensed Content and that such security systems, procedures and technologies are, and shall be, no less stringent or robust than those which Licensee employs with respect to licensed films from other licensors or than any industry standard. Licensee shall not authorize any use of any video reproduction or compressed digitized copy of any Licensed Content for any purpose other than as is expressly permitted herein.

19 .2. Maintenance: Licensee shall maintain and upgrade such security systems, procedures and technologies (including, without limitation, encryption methods) as Licensor shall determine in its sole discretion are necessary to prevent theft, pirating, unauthorized exhibition (including, without limitation, exhibition to non­ Users and exhibition outside the Territory), unauthorized copying or duplication of any video reproduction or compressed digitized copy of any Licensed Content. Licensee shall comply with all instructions relating to the foregoing given by Licensor or Licensor's representative. Licensee shall comply with Licensor's specifications concerning the storage and management of its digital files and materials for the Licensed Content at Licensee's

CONFIDENTIAL [22-03-12] -26- sole expense, and as such specifications may be updated at any time during the Term.

19.3. Security/Content Protection: In all respects, the rights granted under this Agreement shall be subject to the technical quality and copy/protection security aspects of the Licensed Service complying with the attached Exhibits C, C1, C2, C3 and D. In respect of the Licensed Service(s):

19.3.1. Licensee shall implement and maintain a standard of technical quality, copy protection/security and gee­ filtering (limiting the Licensed Service to reception in the Territory) which is of no lesser quality, effectiveness and robustness than those set out in Exhibit C and which shall be pre-approved in writing by the Licensor; and

19.3.2. Licensee shall employ a so-called "hand shaking protocol" which is designed to ensure that the Licensed Service shall only deliver content licenses/keys to authorized Approved Devices when it is not managed by the DRM system.

19.4. Withdrawal of Approval of Approved Format: Licensor may withdraw its approval of any Approved Format in the event that its publisher materially alters such Approved Format, including (without limitation) by way of the creation of any versioned release of an Approved Format or a change to an Approved Format that alters the security systems or usage rules previously supported.

19.5. Review of Licensed Service: Licensor reserves the right to review and assess:

19.5.1. the technical quality of the Licensed Service (or any element thereof);

19.5.2. the promotion and delivery of the Licensed Service (or any element thereof); and

19.5.3. compliance with the terms and conditions of this Agreement,

at any time during the Term. For this purpose, Licensee shall upon Licensor's request, provide Licensor with all relevant information and materials regarding the operation of the Licensed Service for the purpose of such evaluation. Licensor shall provide Licensee with a written defect notice regarding any failures relating to the Licensed Service (including without limitation any failure to provide adequate digital security, copy protection or digital rights management in relation to provision of the Licensed Service) and/or non-compliance with the terms and conditions of this Agreement, and details of such defaults and/or non-compliance. Licensee shall take all reasonable steps to correct such defects within the time frames detailed in clause 32.1. Failure by Licensee promptly to do so shall constitute a Licensee Event of Default under clause 32.1. Licensor undertakes and agrees that all information provided to it by Licensee for the purpose of evaluating the matters in clause 19.5.1 to 19.5.3 . above shall be disclosed to the Licensor's employees or contractors on a strictly need-to-know basis and Licensor shall ensure that such employees and contractors are expressly made aware of the confidentiality requirement of this clause.

19.6. Inspection Licensor or its representative shall also have the right to inspect and review Licensee's and any technical Sub-Contractor security systems, procedures and technologies ("Security Systems") at Licensee's places of business (including off-site facilities, if any, used by Licensee) as Licensor deems necessary. Any such inspection shall be conducted during regular business hours.

19.7. Suspension Notice. Licensee shall notify Licensor immediately upon learning of the occurrence of any Security Breach or Territorial Breach and shall provide Licensor with specific information describing the nature and extent of such occurrence. Licensor shall have the right to suspend the availability ("Suspension") of the Licensed Content on the Licensed Service at any time during the Term in the event of a Security Breach or Territorial Breach by delivery of a written notice to the Licensee of such suspension (a "Suspension Notice").

19.8. Partial Suspension: If, in circumstances where there is more than one Approved Format and/or Approved Delivery Means, any Security Breach or Territorial Breach involves only one Approved Format or Approved Delivery Means used by the Licensed Service, Licensor shall have the right, exercisable in its sole discretion, to elect to deliver a Suspension Notice that provides for the Suspension of Licensed Content with respect to such particular Approved Format or Approved Delivery Means only.

19.9. Immediate Removal: Upon its receipt of a Suspension Notice, Licensee shall take steps immediately to remove the Licensed Content from the Licensed Service (or through the specified suspended Approved Formats or Approved Distribution Means, as applicable) as soon as commercially feasible (but in no event more than one (1) business day after receipt of such Suspension Notice).

CONFIDENTIAL [22-03-1 2] -27- 19.10. Reinstatement/Termination. If the cause of any Security Breach or Territorial Breach giving rise to a Suspension is satisfactorily corrected, repaired, solved or otherwise addressed as determined by Licensor in its sole discretion, the Suspension shall be deemed to terminate upon Licensor's delivery to Licensee of notice thereof ("Reinstatement Notice"), which notice Licensor may grant or withhold subject to such conditions as Licensor may determine in its sole discretion, and Licensor's obligation to make the Licensed Content available on the Licensed Service shall resume. For clarity, no period of Suspension shall extend the Distribution Term. As soon as a practicable after the delivery of a Reinstatement Notice to Licensee, Licensee shall include the Licensed Content on the Licensed Service (or through the specified suspended Approved Formats or Approved Distribution Means, if applicable) as soon thereafter as practicable.

19.11. Right of Termination: If more than two Suspensions occur during the Distribution Term for any reason under any provision of this Agreement, or any single Suspension lasts for a period of 160 days or more, Licensor shall have the option, in its sole discretion, to terminate this Agreement by providing written notice of such termination to the Licensee.

19.12. Obligation to Monitor for Security Breach. Licensee shall notify Licensor promptly of any Security Breaches or Territorial Breaches of which it becomes aware.

.ANTI-PIRACY CO-OPERATION

20.1. Anti-Piracy Measures: Without limiting any other provision of the Agreement, the parties acknowledge and agree that it is in their mutual interest to take affirmative measures, acting in good faith cooperation, to combat the unauthorized distribution of copyrighted programming, and Licensee accordingly agrees to undertake the following cooperative measures in consultation with Licensor during the Term subject always to the laws of the Territory and regulations applicable to the following activities:

20.1.1. Detection: Licensee and its Approved Distribution Partners shall implement technology as part of the Licensed Service to detect the unauthorized distribution of copyright content when such technology becomes available on commercially reasonable terms.

20.1.2. Redirection: With respect to content that is available on the Licensed Service, Licensee shall redirect users who attempt to obtain such unauthorized copyright content to the Licensed Service.

20.1.3. Undertakings: Licensee and its Approved Distribution Partners shall include undertakings in their customer/user/subscriber agreements, developed in consultation with Licensor, to prohibit customers/users/subscribers from seeking, obtaining or distributing unauthorized copyright content and shall require all new customers/users/subscribers to agree to such undertakings affmnatively via a separate "read and click-through" or analogous mechanism.

20.1.4. Enforcement of Undertakings: With respect to content not (or not currently) available on the Licensed Service, enforce such undertakings by terminating subscribers who obtain or distribute unauthorized copyright content by constraining bandwidth and, after two notices, by canceling their subscriptions or otherwise blocking their access.

2D.l.5._Nj)_Facilitation: Where Licensee or its Approved Distribution Partner(s) is on notice of any use of Licensee's network to obtain or distribute unauthorized copyright content which is not (or not currently) available on the Licensed Service, the Licensee shall not facilitate the obtaining or distribution of such unauthorized copyright content via Licensee's network.

20.1.6. MP A: Licensee and its Approved Distribution Partners shall support anti-piracy initiatives of the MP A (or such other anti-piracy coalition or association as may be agreed by Licensor and Licensee from time to time), through reasonable participation in direct advertising, notifications (e.g., on a home page) and customer communications (e.g., in the billing envelope) or similar awareness orientated initiatives.

20.1.7. Access: If the Licensor or any Approved Distribution Partner identifies and provides evidence of unauthorized peer-to-peer (P2P) distribution of copyright video content on the Licensee's or an Approved Distribution Partner's network resulting in a detrimental economically material impact to the copyright owners, then the Licensee must take action within 1 month from receiving notification from the Licensor to terminate this activity. If no such action is taken, the Licensor reserves the option to terminate the agreement with 30 days notice.

CONFIDENTIAL [22-03-12) -28- 20.1.8. Approved Distribution Partners: Notwithstanding any other term of this Agreement, Licensee shall not be entitled to sub-license carriage of the License Service to any Approved Distribution Partners without the Approved Distribution Partners agreeing to implement and maintain the Anti-Piracy measures as set out above for the full period that the Licensed Content are made available on the Licensed Service.

TERMS OF SERVICE

21.1. Terms of Service: Without limiting any other obligation of Licensee hereunder, prior to making any Licensed Content available hereunder, Licensee shall:

21.1.1. provide conspicuous notice of the terms and conditions pursuant to which User may use the Licensed Service and receive Licensed Content in accordance with the Distribution Rights ("Terms of Service" or "TOS");

21. 1.2. include provisions in the TOS stating, among other things and without limitation, that:

(a) User is obtaining a license to retain (in the case of ODRL only) and view approved copy(ies) of the Licensed Content;

(b) User's use of the Licensed Content must be in accordance with the Usage Rules;

(c) Licensee is solely responsible for all matters relating to the Licensed Service and the User shall have no recourse to Licensor;

(d) the User will comply with all laws and regulations in relation to the Licensed Content, in particular, laws relating to copyright;

(e) except for the usage rights explicitly granted to User, all rights in the Licensed Content is reserved by Licensor; and

(f) the license shall be deemed automatically terminated upon breach by User and upon such termination, the Licensed Content(s) must be returned to Licensee or destroyed;

21.1.3. take all reasonable steps required to administer and enforce the TOS; and

I 21.1.4. contractually bind each user of the Licensed Service to adhere to the TOS and Usage Rules prior to the completion of any User Transaction therewith and shall make Licensor an intended third party beneficiary of such agreement between User and Licensee.

GENERAL OBLIGATIONS

22.1. General Obligations: Without limiting any other provision hereof, the parties agree that Licensee shall at all times during the Term:

22.1.1. carry out Licensee's obligations under the Agreement using all due care and skills.

22.1.2. provide, supervise and control sufficient numbers of skilled, experienced and competent persons to carry out Licensee's obligations under this Agreement;

22.1.3. use good quality materials, techniques and standards in the performance of Licensee's obligations;

22.1.4. cooperate with Licensor in good faith; and

22.1.5. comply with all applicable laws, regulations and codes of practice relating to and in the performance of Licensee's obligations.

CUSTOMER SUPPORT

23.1. Responsibility for Customer Support: Licensee shall be:

23.1.1. solely responsible for the provision of all customer support for Users and any maintenance of any Licensed Content distributed via the Licensed Service;

CONFIDENTIAL [22-03-12] -29- 23 .1.2. solely responsible and accept all liability (including all fmancialliability) for all faults and defects in the Licensed Service, including in relation to User copies of the Licensed Content, and shall be solely responsible in relation to such matters; and

23.1.3. solely responsible for promptly and fairly dealing with and satisfying any complaint or query made by any User in accordance with usual industry standards.

23.2. Information Regarding Complaints: Licensee shall inform Licensor of complaints or queries concerning the Licensed Service insofar as it relates to any Licensed Content:

23 .2.1. where such complaint or enquiry has not been resolved by Licensee within 14 days of Licensee's receipt of such complaint or enquiry; or

23.2.2. within two (2) days in the event proceedings are commenced in relation to such complaint.

RECOVERY COPIES- ODRL Only.

24.1. Additional Copies: Licensee may offer a User a Recovery Copy on the following basis:

24.1.1. Additional copies and/or decryption keys may be offered without charge to any User who has paid the Retail Price for any Licensed Content and who requests such copy or decryption key for a genuine recovery purpose (e.g., a hardware or software loss or malfunction that renders one or more copies of a validly licensed Licensed Content unviewable or that the Approved Device to which any Licensed Content was delivered or copied has been replaced or upgraded) via Licensee's customer service number or technical help website provided such User representation is not contradicted by evidence or behavior.

24.2. Cap on Recovery Copies: The permitted number of Recovery Copies issued by Licensee shall not exceed 3% (three per cent) of total User Transactions, such cap to be subject to ongoing review by the parties.

24.3. Availability of Recovery Copies Throughout the Term: For the avoidance of doubt, Licensee shall be entitled to issue Recovery Copies for a period specified of 18 months from the date of the User Transaction, including for those Licensed Content for which the License Period has expired, provided any Licensed Content has not been withdrawn in accordance with clause 25 or excluded in accordance with clause 26.

24.4. Restriction on Recovery Copies: Licensee shall not issue Recovery Copies for any programs that have been withdrawn and/or excluded from the Service pursuant to clause 25 or 26 of this Agreement; provided, however, that in those instances where Licensee would otherwise have issued a Recovery Copy for any Licensed Content that has been withdrawn or excluded from the Service pursuant to clause 25 or 26, Licensee may elect to provide User with an alternative Licensed Content at Licensee's expense.

24.5. Reporting of Recovery Copies: Licensee shall report to Licensor on a monthly basis, in respect of the previous rolling 12-month period, how many Recovery Copies have been issued as a percentage of all User Transactions with respect to the Licensed Content licensed hereunder, and with respect to the programs and revenue of the Licensed Service as a whole.

24.6. Monitoring Recovery Copies: Further, Licensee shall actively monitor and report to Licensor wherever Recovery Copy requests suggest fraudulent activity on the part of a consumer.

WITHDRAWAL OF PROGRAMS

25.1. Right to Withdraw: Licensor shall have the right to withdraw any Licensed Content from the Licensed Service ("Withdrawn Licensed Content") for any reason in its sole discretion. Withdrawal of any Licensed Content under this clause 25.1 shall not be deemed a breach of this Agreement and Licensee shall not be entitled to any right or remedy as a result of any such withdrawal.

25.2. Withdrawal From Licensed Service: As soon as practicable after written notice from Licensor, Licensee shall cease to make such Withdrawn Licensed Content available on the Licensed Service and shall cease to promote such program's availability on the Licensed Service.

25.3. Substitution: In the event of any withdrawal of any Licensed Content licensed hereunder pursuant to clause 25.1 or 26.2 before the last day of the License Period for such Licensed Content, Licensor may promptly

CONFIDENTIAL [22-03-12] - 30- commence a good faith attempt to agree with Licensee as to a substitute program for distribution pursuant to the terms of this Agreement, on the basis that Licensee shall have the right to exhibit such substitute program for the remainder of the License Period of the Withdrawn Licensed Content and shall have such rights and obligations with respect to such substitute program as if such substitute program were any Licensed Content licensed hereunder. In the event the parties do not agree a substitute program within 30 days of Licensee's receipt of notification of the Withdrawn Licensed Content, Licensor shall refund Licensee a pro-rata share of the Minimum Guarantee paid (as applicable) in respect of such Withdrawn Licensed Content taking into account that the earlier part of the License Period for the Withdrawn Licensed Content has a higher value than the later part of the License Period and taking into account the categorization of the said withdrawn Licensed Content.

25.4. Substitute Licensed Content: If the parties shall agree as to a substitute program pursuant to clause 25.33, Licensee shall compute the duration of the remaining term of the License Period with respect to such substitute program as if such substitute program were the Withdrawn Licensed Content. ·

EXCLUSION

26.1. Limitations on Rights to License: Licensee hereby acknowledges that, from time to time during the Term, Licensor may be unable to license any Licensed Content to Licensee on the terms set forth in this Agreement due to certain contractual arrangements between Licensor and individuals or entities involved in the production or fmancing of such Licensed Content that require Licensor to obtain the approval of such individuals prior to the licensing of such Licensed Content.

26.2. Reasonable Efforts to Obtain Approval: In any such circumstance, Licensor hereby agrees to use reasonable, good faith business efforts to obtain the approvals necessary to allow Licensor to license such Licensed Content to Licensee under the terms of this Agreement.

26.3. No Breach of Agreement: Notwithstanding anything herein to the contrary, Licensor and Licensee hereby agree that Licensor's inability to obtain such necessary approvals and to license any such Licensed Content to Licensee under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement.

26.4. Notice: If Licensor is unable to obtain such necessary approvals, Licensor shall give Licensee written notice thereof and shall have no further obligations to Licensee with respect to such program.

LICENSOR WARRANTIES AND INDEMNITY

27 .1. Licensor makes no representations, warranties or indemnities, express or implied, except as follows:

27 .1 .1. Authority: Licensor warrants it has the full right, power and authority to enter into this Agreement.

27 .1.2. Music Performing and Mechanical Rights: Licensor represents and warrants that the performing and mechanical rights in the music, if any, in the Licensed Content licensed hereunder are either:

(a) controlled by Broadcast Music Inc., PRS, ASCAP, SESAC or a performing or mechanical rights society having jurisdiction in the Territory; or

(b )in-the-public domain; or

(c) controlled by Licensor to the extent required for the purposes of this license; and

Licensor does not represent or warrant that Licensee may exercise the performing or mechanical rights (as applicable) in the music without obtaining a valid license and without the payment of a performing or mechanical rights royalty or license fee for such music, and if Licensee is required to pay such a performing or mechanical rights royalty or license fee, Licensee shall be responsible for the payment thereof and shall bold Licensor free and harmless therefrom. Licensee shall not permit any of the Licensed Content licensed herein to be exhibited unless Licensee has first obtained a valid license from the performing and mechanical rights society having jurisdiction in the Territory and permitting Licensee to reproduce any music which forms a part of any of such Licensed Content. Licensor shall furnish Licensee, upon request, with all necessary information concerning the Licensed Content, composer and publisher of all such music.

27 .2. Indemnity: Provided that Licensee shall, promptly after obtaining actual knowledge of such claim, notify

CONFIDENTIAL [22-03-12) - 31 - Licensor of any claim or litigation to which the indemnity set forth in this clause 27.2 applies; Licensor agrees to hold Licensee, its officers and directors and its parent, subsidiaries and affiliates harmless from:

27.2.1. the amount of any damages awarded in any fmal judgment entered against Licensee, together with reasonable costs and expenses, including (without limitation) reasonable attorneys' fees, by reason of any claim alleging that:

(a) Licensor does not hold without restriction all necessary exploitation rights in the Licensed Content as licensed hereunder; or

(b) any of the Licensed Content licensed hereunder or the exercise of any rights or privileges granted herein infringe upon the trade name, trademark, copyright, music synchronization, literary or dramatic right or right of privacy of any claimant (except with respect to performing or mechanical rights in music which are specifically covered by clause 27 .1.2); or

27.2.2. any amount mutually agreed by Licensor and Licensee to be paid in settlement of any such claim in accordance with clause11; and

27.2.3. any and all reasonable costs and expenses, including reasonable counsel fees, arising from the breach of any provisions of this Agreement by Licensor.

LICENSEE WARRANTIES AND INDEMNITY

28.1. Licensee represents and warrants that:

28.1.1. Authority: it is duly authorized to enter into this Agreement and to perform all of its duties and obligations hereunder;

28.1.2. Compliance: the Licensed Content shall be used and distributed strictly in accordance with the terms of this Agreement; and

28.1.3. Distribution protection: it shall not permit, and shall take all precautions to prevent, the unauthorized reception, distribution and use of the Licensed Content.

28.1.4. Maintenance of quality of Licensed Services: it will ensure that at least 75 (seventy five) Megabits (specifically excluding Licensor Megabits) are available on each Licensed Service licensed hereunder throughout the duration of the Term.

28.2. Indemnity: Licensee shall indemnify and hold Licensor, its officers and directors and its parent, subsidiaries and affiliates, harmless from any and all claims, damages, liabilities, reasonable costs and expenses, including reasonable counsel fees, arising from:

28.2.1. the breach of any provisions of this Agreement by Licensee; or

28.2.2. from the exhibition of any material (other than material contained in the Licensed Content licensed hereunder as delivered by Licensor:) in connection with or relating directly or indirectly to the Licensed Content licensed hereunder; or ------

28.2.3. the exhibition of such Licensed Content or the exercise of any rights or privileges granted herein in any way which violates any statutes, laws, or regulations of any government or governmental authority in the Territory; or

28.2.4. the infringement upon or violation of any rights of a third party including without limitation any patent, copyright, trade name, trademark, service mark, trade secret, literary or dramatic right, right-of-privacy, right of publicity or contractual right of any person or constituting any libel or slander of any person or violating any law due to Licensee's edit of any Licensed Content licensed hereunder, use of any advertising materials, or the insertion of commercial material; or

28.2.5. the exhibition of any Licensed Content outside of the Territory or Licensee's authorization of a third party to do any of the foregoing.

CONFIDENTIAL [22-03-12] -32- CONDUCT OF PROCEEDINGS

30.l.Defence: Each party shall promptly notify the other in wntmg of any claim or litigation to which its indemnification obligations hereunder apply, and Licensor shall have the right to assume the defense of any such claim or litigation, provided that Licensee shall be entitled to due consultation in respect of any matter affecting Licensee's liability under its indemnity pursuant to clause 28.2, and further provided that the extent of resources allocated by Licensor to the defense of any such claim or litigation at Licensee's cost under its said indemnity shall not unreasonably exceed that which is appropriate in the circumstances, in terms of prevailing legal and commercial practice.

30.2. Licensor Approval: Licensor shall have the right' within a reasonable time to approve or disapprove the settlement or disposition of any such claim or litigation proposed by Licensee to which Licensor's indemnification obligations under clause 27.2 apply.

30.3. Right of Review: Should Licensor refuse its approval to any settlement or disposition of any claim or litigation proposed by Licensee under clause 30.2, or if Licensor should propose to settle or compromise any claim or litigation to which Licensee's indemnification obligations hereunder apply, and Licensee is not satisfied with Licensor's decision not to approve such settlement or disposition proposed by Licensee, or with the terms of the settlement or compromise proposed by Licensor, Licensee may require Licensor to instruct and obtain the opinion of mutually acceptable independent counsel as to the commercial reasonableness of the same in terms of all relevant circumstances, on the basis that Licensee shall not be required under this indemnity to make any contribution to the cost of continuing the defence of the said claim or litigation referred to in clause 30.2, or to any such settlement or compromise proposed by Licensor, in excess of what is determined by such counsel to be reasonable in the circumstances (plus costs to that point).

LIMITATION OF LIABILITY.

32.1 To the maximum extent permitted by applicable law, neither party will under any circumstances be liable for any special, incidental, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or for business interruption arising out of in connection with this agreement, regardless of whether such liability arises in tort, (including negligence), strict liability, breach of contract or breach of warranty, and regardless of whether the relevant party has been advised of the possibility of such damages.

DEFAULT AND TERMINATION

32.1. Licensee Default:· In addition to any and all other rights which it may have against Licensee, Licensor may immediately terminate or suspend this Agreement and each license hereunder in whole or in part with regard to the rights granted to Licensee (other than any license validly granted to Users subject to a User Transaction made prior to the date of termination) by giving written notice to Licensee with immediate effect in the event that Licensee:

32.1.1. fails to make full payment of the License Fee with respect to any Licensed Content licensed hereunder as provided in clause 11 to Licensor and fails to correct or cure such default within ten business (10) days after delivery by Licensor to Licensee of written notice of such default;

32.1.2. fails to provide adequate digital security, copy protection or digital rights management in relation to the ------,p~r~o~v-ts_t_o~n~ortheucensed -Service and fails to correct or cure sucli defiffilrwitlilii: tenousmess (10)aays after delivery by Licensor to Licensee of written notice of such default;

32.1.3. otherwise defaults in the performance of any of its material obligations hereunder and Licensee fails to cure such default within thirty (30) days after delivery by Licensor to Licensee of written notice of such default;

32.1.4. otherwise defaults in the performance of any of its material obligations hereunder and such default is non-curable;

32.1.5. Licensee becomes insolvent, or a petition under any bankruptcy or similar act shall be filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed within thirty days thereafter), or Licensee executes an assignment for the benefit of creditors, or a receiver is appointed for the assets of Licensee, or Licensee takes advantage of any applicable bankruptcy, insolvency, reorganization or arrangement or any other like statute; or

CONFIDENTIAL [22-03-12] - 33 - 32.1.6. Licensee purports or attempts to sell, assign, transfer, mortgage, pledge, hypothecate or sublicense, or sells, assigns, transfers, mortgages, pledges, hypothecates, or sublicenses, any rights or licenses granted hereunder in whole or in part, or purports or attempts to delegate, or delegates, any of its duties or obligations hereunder (which is not expressly permitted under this Agreement) without Licensor's prior written consent, in violation, breach or default of the provisions of Section 31.1 hereof

(each of the above acts being hereinafter referred to as a "Licensee Event of Default").

32.2. Withhold Copies: Whether or not Licensor exercises such right of termination in accordance with clause 32.1, Licensor shall, upon the occurrence of any such Licensee Event of Default, upon written notice to Licensee with immediate effect, be entitled to withhold delivery of Copies to Licensee of some, all or any Licensed Content, and be entitled (if Licensor does not terminate the same under clause 32.1 to suspend all rights and licenses granted to Licensee under this Agreement in relation to some, all or any of the Licensed Content.

32.3. Termination on Notice: Licensor may terminate this Agreement and each license hereunder in whole or in part with regard to the rights granted to Licensee on no less than three (3) month's written notice.

32.4. Effect of Termination: In the event of termination or suspension:

32.4.1. without limitation to the operation of clauses 32.4.3 and 32.8, Licensee shall immediately pay Licensor all License Fees due and payable as of the effective date of such termination; and

32.4.2. the License Period for all available Licensed Content shall terminate and Licensee shall immediately stop distributing all Licensed Content; and

32.4.3. Licensor may claim damages for loss of bargain and immediately accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee's material obligations hereunder include full, non-refundable payment of 100% of the License Fees described in this Agreement regardless of any early termination or suspension of this Agreement; and

32.4.4. Licensor shall require Licensee immediately to degauss, destroy or return to Licensor all Delivery Materials, Copies, Advertising Materials, Marketing Materials and any and all other elements relating to the Licensed Content, and if Licensor exercises its option to have Licensee degauss or destroy such materials, Licensee shall provide a certificate of degaussing or destruction.

32.5. Cross-Default: Any default by Licensee in observing, performing and complying with its obligations under any other agreement which may be concluded between the parties from time to time shall be deemed also to constitute a default under this Agreement, and shall accordingly entitle Licensor to exercise any and all of its available remedies hereunder in the event of default by Licensee, including (without limitation) the right to terminate this Agreement in the event that such Licensee shall fail to remedy such default upon notice from Licensor requiring Licensee to do so. Any default by Licensee in observing, performing and complying with its obligations under this Agreement shall similarly be deemed also to constitute a default under any other such agreement between the parties, and shall accordingly entitle Licensor to exercise any and all of its available remedies thereunder.

32.6. Applicable Rate: In addition to any and all other remedies in respect of a Licensee Event of Default which­ Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest thereon at the applicable rate specified in clause 11.2 above.

32.7. Licensor Default: Subject to clause 32.8, in the event that Licensor:

32.7.1. defaults in the performance of any of its material obligations hereunder and fails to cure such default within thirty (30) days after delivery by Licensee to Licensor of written notice of such default; or

32.7.2. becomes insolvent, or a petition under any bankruptcy or similar act shall be filed by or against Licensor (which petition, if filed against Licensor, shall not have been dismissed within thirty days thereafter), or Licensor executes an assignment for the benefit of creditors, or a receiver is appointed for the assets of Licensor, or Licensor takes advantage of any applicable bankruptcy, insolvency, arrangement or reorganization or any other like statute;

CONFIDENTiAL [22-03-12] -34- (each of the above acts is hereinafter referred to as a "Licensor Event of Default") then Licensee may, in addition to any and all other rights which it may have against Licensor, no less than thirty (30) days after delivery by Licensee to Licensor of written notice of such Licensor Event of Default terminate this Agreement and each license hereunder by giving written notice to Licensor, provided that such termination notice is accompanied by return of all Delivery Materials, Copies, Advertising Materials, Marketing Materials and dubbed or sub-titled versions and/or tracks created by Licensee and any and all other elements relating to the Licensed Content at the end of the License Period for any Licensed Content licensed hereunder.

32.8. No Discharge on Termination: Notwithstanding anything to the contrary contained in clauses 32.1 to 32.7, no termination of this Agreement for any reason shall relieve or discharge, or be deemed or construed as relieving or discharging, any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination (including, without limitation, the obligation to pay any amounts payable hereunder accrued as of such date of termination, the obligation to return Delivery Materials, Copies, Advertising Materials, Marketing Materials and other materials or any indemnification).

NOTICES

33.1. All notices, claims, certificates, requests, demands and other communications under this Agreement shall be made in writing and shall be delivered by hand or sent by telecopy, or sent by prepaid reputable courier or reputable express mail service and shall be deemed given when so delivered by hand, faxed or courier, or if sent by express mail, two Business Days after mailing to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

33.2. Licensee: Video Futur Entertainment Group SA 27, rue d'orleans 92200 Neuilly sur Seine FAO I Attn: Chief Executive Officer Email: [email protected] Facsimile: +33 1 41 47 80 73

With a copy to: [email protected]

33.3. Licensor: Culver Digital Distribution Inc., 10202 West Washington Boulevard, Culver City, California 90232 USA Attn.: Senior Vice President Digital Distribution Facsimile: +1 310 244 1544

with a copy to: Sony Pictures Home Entertainment Inc. 10202 West Washington Boulevard Culver City, CA 90232-3195 Attention: President Fax#: +1-310-244-1146

Sony Pictures Entertainment Inc. 10202 West Washington Boulevard Culver City, GA 90232-319:>------­ Attention: General Counsel Fax #: + 1-310.244-0341 and Attention: EVP, Legal Affairs, Corporate and Distribution Fax#: +1-310-244-2169

Sony Pictures Home Entertainment Inc. Sony Pictures Europe House 25 Golden Square London W1 9LU UK Attention: Vice President Legal Affairs Facsimile: +44-20-7533-1546

and

CONFIDENTIAL [22-03-12] -35- Sony Pictures Home Entertainment Sony Pictures Europe House 25 Golden Square London Wl 9LU UK Attention: Vice President Digital Distribution Facsimile: +44-20-7533-1546

ASSIGNMENT/CHANGE IN CONTROL

34.1. This Agreement, the rights and licenses granted hereunder to Licensee and the duties and obligations of Licensee hereunder are all personal to Licensee and Licensee agrees not to sell, assign, transfer, mortgage, sublicense, pledge or hypothecate any such rights or licenses in whole or in part (including by way of public listing), or delegate any of its duties or obligations hereunder, without obtaining the prior written consent of Licensor, nor shall any of said rights or licenses be assigned or transferred or duties delegated by Licensee to any third party by operation of law (including, without limitation, by merger or consolidation or change in control) or otherwise. Any purported transfer, assignment or delegation in violation of the foregoing sentence shall be null and void and without effect and the rights and licenses granted hereunder shall thereupon become voidable at the option of Licensor.

34.2. Licensor reserves the right to assign the rights, duties and obligations contained hereunder in whole or in part to an Affiliate of Licensor at its absolute discretion.

STATUTORY ROYALTIES

35.1. Entitlement to Royalties: Licensee acknowledges that as between Licensor and Licensee:

35.1.1. Licensor is the owner of all retransmission and off-air copying rights in the Licensed Content; and

35.1.2. Licensee shall have no right to exhibit or authorize the exhibition of the Licensed Content by means of retransmission thereof, other than as expressly set forth in this Agreement, or to authorize the off-air copying thereof; and

35.1.3. one hundred percent (100%) of all royalties, fees or other sums, whether statutory or otherwise, collected and payable in connection with retransmission and off-air copying of any Licensed Content, whether within or outside the territory ("Royalties"), shall be the exclusive property of Licensor.

35.2. Payment of Royalties to Licensor: If for any reason, Licensee collects Royalties, such collection shall be made solely on behalf of Licensor and Licensee shall immediately pay over such Royalties to Licensor:

35.2.1. without deduction of any kind; and

35.2.2. in addition to the License Fees and costs payable to Licensor under this Agreement.

~------~oRCE~AJEURE

36.1.1. Subject to the provisions of the last sentence of this clause 36.1.1, neither party shall, in any manner whatsoever, be liable or otherwise responsible for any delay or default in, or failure of, performance resulting from or arising out of or in connection with any Event of Force Majeure and any such delay, default in, or failure of, performance shall not constitute a breach by either party hereunder. The provisions of this clause 36.1.1 shall not apply to any payments required to be made by Licensee to Licensor hereunder. As used herein, "Event of Force Majeure" in respect of a party shall mean any reasonably unforeseeable act, cause, contingency or circumstance beyond the reasonable control of such party, including without limitation, to the extent beyond the reasonable control of such party, any governmental action, order or restriction (whether foreign, federal or state), war (whether or not declared), public strike, riot, labor dispute, act of God, public disaster or laboratory dispute.

GOVERNING LAW; CONSENT TO JURISDICTION

37.1. Governing Law: This Agreement shall be interpreted and construed in accordance with the substantive laws

CONFIDENTIAL [22-03-12] - 36 - (and not the law of conflicts) of California and the United States of America with the same force and effect as if fully executed and to be fully performed therein.

37 .2. Arbitration: All actions or proceedings based upon or resulting from this Agreement shall be submitted to the International Chamber of Commerce (the "ICC") for arbitration under its Rules of Conciliation and Arbitration (the "Rules"). Such arbitration shall be held solely in Los Angeles, California, in the English language.

37.3.Appointment: Each arbitration shall be conducted by an arbitral tribunal (the "Arbitral Board") consisting of three arbitrators, one to be chosen by Licensee within 30 days of notice of arbitration, one chosen by Licensor within 30 days of notice of the arbitration and one to be chosen by the two arbitrators chosen by the arbitrators selected by Licensee and Licensor. If the arbitrators selected by Licensee and Licensor fail to mutually agree upon the third arbitrator within thirty days, then the third arbitrator shall be selected in accordance with the Rules. Each party shall be permitted to engage in formal discovery with respect to any dispute arising out of, in connection with or related to this Agreement, the provisions of Section 1283.05 of the California Code of Civil Procedure being incorporated herein by this reference.

37.4. No Challenge: Neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board decided. The Arbitral Board shall assess the cost of the arbitration against the losing party. In addition, the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorneys' fees). Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute, other than to seek interim relief, until such matter shall have been submitted to and herein provided and then only for the enforcement of the Arbitral Board's award.

CONFIDENTIALITY

38.1. No Disclosure: Other than as may be required by law, or governmental authority, or to enforce its rights hereunder, and subject to the following sentence, neither party shall, without the express written consent of the other, publicly divulge or announce, or in any manner disclose to any third party, other than its attorneys, advisors, directors, employees, agents, shareholders, accountants, parent entities or auditors, and, in the case of Licensor, its profit participants, or pursuant to Guild obligations (each of whom shall be subject to the confidentiality provision hereof) on a need-to-know basis, any of the specific terms and conditions of this Agreement, including, without limitation, the License Fees payable hereunder.

38.2 Legal Disclosure: In the event a party is required to make a disclosure pursuant to a subpoena or order of any judicial, legislative, executive, regulatory or administrative body, the disclosing party shall to the extent permitted and practicable give written notice (in advance of making such disclo~ure, if possible) to the other party of the disclosing party's applicable disclosure obligation and will use its good faith efforts (in light of the particular circumstances) to seek and obtain confidential treatment of such disclosure and/or to give the non-disclosing party the opportunity to review and comment upon the form of disclosure. To the extent that either party is required by law or pursuant to subpoena or order of any judicial, legislative, executive, regulatory or administrative body to disclose the terms of this Agreement, such party shall seek confidential treatment of any terms so disclosed and shall, to the extent practicable, permit the other party to review the disclosures being made.

FURTHER ASSURANCES

-----""t· 9 .l~Each party-shall take- any and-all actron , sign, execute-atid deliver-and shall procure~that each-of-its-employees·----­ and agents takes any and all action, sign, execute and deliver any and all deeds, documents and instruments reasonably required of it or them by notice from the other party to carry out and give full effect to this Agreement and the rights and obligations of the parties under it.

MISCELLANEOUS

40.1. Compliance with the FCPA: It is the policy of Licensor to comply and require that its licensees comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-l and 78dd-2, and all other applicable anti­ corruption laws (collectively, "FCPA"). Licensee represents, warrants and covenants that: (i) Licensee is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Licensee has not and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCP A; (iii) Licensee has not in the last 5 years been accused of taking any action in violation of the FCP A; (iv) Licensee has not and will not cause any party to be in violation of the FCPA; (v) should Licensee learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Licensee shall immediately notify Licensor; and (vi) Licensee is not a "foreign official" as defmed

CONFIDENTIAL (22-03-12) -37- under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this contract with a foreign official. Licensee will indemnify, defend and hold harmless Licensor and its Representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee. In the event Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA, Licensor and its Representatives shall have the right to review and audit, at Licensor's expense, any and all books and fmancial records of Licensee at any time, and Licensor shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to Licensor's satisfaction that Licensee has not violated the FCPA. In the event Licensor determines, in its sole discretion (whether through an audit or otherwise), that Licensee has violated the FCPA, either in connection with this Agreement or otherwise, Licensor may terminate this Agreement immediately upon written notice to Licensee. Such suspension or termination of this Agreement shall not subject Licensor to any liability, whether in contract or tort or otherwise, to Licensee or any third party, and Licensor's rights to indemnification or audit with respect to the FCPA shall survive such suspension or termination of this Agreement.

40.2. Remedies Non-Exclusive: This Agreement shall be binding upon and inure to the benefit of Licensee and Licensor and their respective successors and assigns. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise and except as otherwise expressly provided for herein, each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the parties hereto shall not constitute a waiver by such party of the right to pursue any other available remedies.

40.3. Variation/Waiver: This Agreement may be amended only by a written agreement executed by all of the parties hereto. No breach of any provision hereof may be waived unless in writing and the waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.

40.4. No Third Party Benefit: This Agreement is entered into for the express benefit of the parties hereto, their successors and permitted assigns and is not intended and shall not be deemed, to create in any other natural person, corporation, company and/or any other entity whatsoever any rights or interest whatsoever, including, without limitation, any right to enforce the terms hereof.

40.5. Headings: Clause, section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; and, no provision of this Agreement shall be interpreted for or against any party because that party or its legal representative drafted the provision.

40.6. Entire Agreement: This Agreement constitutes the entire agreement between the parties and all prior understandings are merged herein. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

40.7. Severability: Any provision in this Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable and is otherwise capable of being severed to the extent of the invalidity and unenforceability without affecting the validity or enforceability of that provision in any other jurisdiction.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by an authorised representative as of the date first set forth above.

CULVER DIGITAL DISTRIBUTION INC. VIDEO FUTUR ENTERTAINMENT GROUP SA

By: lAJ~J~o~ ----~~~--~~--=------By: tlCJfoWt"~ kt.{i':fcfVl' Title: 6\/P _; C~O Title: (! t'0

CONFIDENTIAL [22-03-12] - 38 - EXHffiiT A

Minimum Guarantee and License Fees

Minimum Guarantee: The Minimum Guarantee shall be:

Avail Year Minimum guarantee (in EUROS €, exclusive of VAT ) 1 (payable in two (2) installments as follows: (i) First Installment of €35,000.00 by no later than 30 April2012, and (ii) Second 70,000.00 installment of €35,000.00 by no later than 31 October 2012) 2 (payable in two {2) installments as follows: (i) First installment of €65,000.00 by no later than 30 April2013, following the commencement of any Extension Period I 130,000.00 Avail Year 2, and (ii) Second installment of €65,000.00 by no later than 31 October 2013, following the commencement of any Extension Period I Avail Year 2)

License Fees:

The Minimum Fee Per End User Transaction* and the "Licensor Share" applicable to each Licensed Content, shall be as follows

Country Category Availability Minimum Fee Per End Minimum Fee Per Licensor within Date User Transaction End User Share Territory (days following (Licensed Content in Transaction VODLVR**) Standard Defmition) (Licensed Content in (in EUROS (€), High Defmition) (in exclusive of VAT and EUROS (€), for Switzerland only in exclusive of VAT Swiss Francs (CHF), and for Switzerland exclusive of VAT) only in Swiss Francs (CHF), exclusive of VAT)

France Greater than or (including equal to 0 days 3.38 Theatrical Release, Monaco, (Day and Date) 2.80 70% DTVs, NTRs and-MOWs Andorra and and leSSThan or - the DROM equal to 15 days COM)

France (including 2.60 Theatrical Release, Greater than or Monaco, 65% DTVs, NTRs and MOWs equal to 16 days Andorra and 2.08 the DROM COM)

France 1.77 (including Library Films NIA 1.32 55% Monaco, Andorra and theDROM

CONFIDENTIAL [22-03-12] - I - COM)

Greater than or Luxembourg equal to 0 days Theatrical Release, (Day and Date) 70% DTVs, NTRs and MOWs 2.93 and less than or 3.52 equal to 15 days Luxembourg Theatrical Release, Greater than or 65% DTVs, NTRs and MOWs equal to 16 days 2.17 2.72

Luxembourg Library Films N/A 55% 1.38 1.84 Greater than or Belgium equal to 0 days Theatrical Release, (Day and Date) 2.89 3.47 70% DTVs, NTRs and MOWs and less than or equal to 15 days Greater than or equal to 0 Greater than or Belgium days (Day and Date) but 65% equal to 16 days 2.14 less than 15 days 2.68

Belgium Library Films N/A 1.36 1.81 55%

Greater than or Switzerland equal to 0 days Theatrical Release, (Day and Date) CHF4.88 CHF 5.86 70% DTVs, NTRs and MOWs and less than or equal to 15 days Greater than or equal to 0 Greater than or Switzerland days (Day and Date) but CHF3.62 CHF 4.53 65% equal to 16 days less than 15 days

Switzerland Library Films N/A CHF 1.79 CHF2.56 55% .. *For the avOidance of doubt the Mmunum Fee Per End User Transactton ts applied for the purpose of calculatmg applicable License Fees under this Agreement only, and is not intended to affect Licensee's determination of Actual Retail Prices for the Licensed Service in Licensee's sole discretion.

**For the purposes solely of calculation of the License Fees and royalty rates in this Exhibit A, for any Included Program: (i) where there is no rental local video release, the VOD LVR for the relevant Included Program shall be deemed to fall on the ODRL L VR for the relevant Included Program; (ii) where there is no rental local video release and no sell-through local video release for the relevant Included Program, each of the VOD LVR and ODRL LVR for the relevant Included Program shall be deemed to fall on the ODRL Availability Date for the relevant Included Program (as Licensor determines in its sole discretion in accordance with paragraph 9of this Agreement).

Wholesale Price: The Wholesale Price payable to Licensor in relation to each User Transaction for each Licensed Content shall be as follows,

Country within Category Availability Date Wholesale Price Wholesale Price Territory (days following ODRL LVR*) (Licensed Content (Licensed Content in Standard in High Definition) Defmition) (in (in EUROS (€), EUROS (€), exclusive of VAT exclusive of VAT and for Switzerland and for Switzerland only in Swiss Francs only in Swiss Francs (CHF), exclusive of (CHF), exclusive of VAT)

CONFIDENTIAL (22-03-12] -2- VAT)

France (including New Release Theatrical [TBD SUBJECT TO Less than or equal to six (6) Monaco, Andorra Release, DTVs, NTRs 10.25 LICENSOR months and the DROM and MOWs APPROVAL] COM)

France (including Re-promote Theatrical Greater than six (6) months but [TBD SUBJECT TO Monaco, Andorra Release, DTVs, NTRs less than or equal to twelve (12) 8.00 LICENSOR and the DROM and MOWs months APPROVAL] COM)

France (including [TBD SUBJECT Monaco, Andorra Library Films N/A 5.10 TO LICENSOR and theDROM APPROVAL] COM) New Release Theatrical Luxembourg Less than or equal to nine (9) [TBD SUBJECT TO Release, DTVs, NTRs 10.25 months LICENSOR and MOWs APPROVAL] Re-promote Theatrical Greater than nine (9) months Luxembourg [TBD SUBJECT TO Release, DTVs, NTRs but less than or equal to twenty 8.00 LICENSOR and MOWs four (24) months APPROVAL]

Luxembourg [TBD SUBJECT TO Library Films N/A 5.10 LICENSOR APPROVAL] New Release Theatrical Belgium Less than or equal to six (6) [TBD SUBJECT TO Release, DTVs, NTRs 10.00 months LICENSOR and MOWs APPROVAL] Re-promote Theatrical Greater than six (6) months but [TBD SUBJECT TO Belgium Release, DTVs, NTRs less than or equal to twenty four 6.75 LICENSOR and MOWs (24) months APPROVAL] [TBD SUBJECT TO Belgium Library Films N/A 5.10 LICENSOR APPROVAL] New Release Theatrical Switzerland Less than or equal to six (6) [TBD SUBJECT TO Release, DTVs, NTRs CHF 14.86 months LICENSOR and MOWs APPROVAL] Re-promote Theatrical Greater than six (6) months but [TBD SUBJECT TO Switzerland Release, DTVs, NTRs less than or equal to twenty four CHF 11.60 LICENSOR and MOWs (24) months APPROVAL] - - [IBD._SUBJECI_IO Switzerland Library Films N/A CHF 7.40 LICENSOR APPROVAL]

Notice of applicable Wholesale Prices: Notice of the relevant Wholesale Price applicable to Licensed Content as of its Availability Date shall be included in the Availability Lists for such Licensed Content.

Changes to Minimum Fee per User Transaction and Wholesale Prices: Licensor may adjust the Minimum Fees and Wholesale Prices ("Re-pricing") at any time in Licensor's sole discretion. Notice of any adjustment to the Minimum Fee or Wholesale Price for an Licensed Content shall be set forth in a written notice to Licensee which Licensor shall use all reasonable efforts to provide to Licensee not less than 28 days prior to the effective date of such Re-pricing but in any event, not less than seven (7) days prior to the effective date of such Re-pricing.

CONFIDENTIAL [22-03-1 2] - 3 - ,

EXIDBITB

1. APPROVED DISTRIBUTION PARTNERS, APPROVED DEVICE MODELS AND APPROVED DELIVERY MEANS

PC France, Dom Tom, Fran~ais VideoFutur X X Version originale avec sous- Progressive Download Netbox Monaco Connected TV Connected Blu-ray Player Fran~ais VideoFutur for France, Dom Tom, Streaming Connected Home X Version originale avec sous- Sam sung Monaco Progressive Download Cinema titres en fran ~ais Tablet

Connected TV Connected Blu-ray Fran\:ais VideoFutur pour France, Dom Tom, player X Version originale avec sous- Progressive Download Philips Monaco, Belgique Connected Home titres en fran\:ais

Connected TV VideoFutur pour Connected Blu-ray France, Dom Tom, Fran~ais X Version originale avec sous- Progressive Download Toshiba player Monaco titres en franyais Connected Home Cinema Fran\:ais VideoFutur pour Sagem Box X France, Dom Tom Version originale avec sous- Streaming Darty TV Franyais, italien VideoFutur pour Netbox X Monaco Version originale avec sous- Progressive Download Monaco Telecom titres en F•-anyais, allemand VideoFutur pour Netbox X Suisse Version originale avec sous- Progressive Download Netplus titres en fra Sagem Box (same as Fran\:ais, allemand VideoFutur pour Darty) X Luxembourg Version originale avec sous- Progressive Download P&T Luxembourg titres en fra VideoFutur pour Fran~ais Netbox X DomTom Version originale avec sous- Progressive Download Lagoon

- 1- EXIllBITC

SCHEDULE C [VOD-EST-PAYTV]

CONTENT PROTECflON REQUIREMENTS AND 0BLIGATIONS

This Schedule Cis attached to and a part of that certain Distribution Agreement, dated 22 March 2012 (the "Agreement"), between/among Culver Digital Distribution Inc. and Video Futur Entertainment Group SA. All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

General Content Security & Service Implementation Content Protection System. All content delivered to, output from or stored on a device must be protected by a content protection system that includes digital rights management, conditional access systems and digital output protection (such system, the "Content Protection System").

The Content Protection System shall: (i) be approved in writing by Licensor (including any upgrades or new versions, which Licensee shall submit to Licensor for approval upon such upgrades or new versions becoming available), (ii) be fully compliant with all the compliance and robustness rules associated therewith, and (iii) use only those rights settings, if applicable, that are approved in writing by Licensor. (iv) be an implementation of one the content protection systems approved for UltraViolet services by the Digital Entertainment Content Ecosystem (DECE), and said implementation meets the compliance and robustness rules associated with the chosen UltraViolet approved content protection system, or . Be an implementation of Microsoft WMDRMlO and said implementation meets the associated compliance and robustness rules, or (v) If a conditional access system, be a compliant implementation of a Licensor-approved, industry standard conditional access system, or (vi) Be a compliant implementation of other Digital Rights Management (DRM) system approved in writing by Licensor.

The UltraViolet approved content protection systems are: a. Marlin Broadband b. Microsoft Playready c. CMLA Open Mobile Alliance (OMA) DRM Version 2 or 2.1 d. Adobe Flash Access 2.0 (not Adobe's Flash streaming product) e. Widevine Cypher ®

1. The Licensed Service shall prevent the unauthorized delivery and distribution of Licensor's content (for example, user-generated I user-uploaded content) and shall use reasonable efforts to filter and prevent such occurrences.

CI Plus - 2. Any Conditional Access implemented via the CI Plus standard used to protect Licensed Content must support the following:

2.1. commit in good faith to sign the CI Plus Content Distributor Agreement (CDA) as soon as reasonably possible after this document is available for signature, so that Licensee can request and receive Service Operator Certificate Revocation Lists (SOCRLs)

2.2. ensure that their CI Plus Conditional Access Modules {CICAMs) support the processing and execution of SOCRLs, liaising with their CICAM supplier where necessary

2.3. ensure that their SOCRL contains the most up-to-date CRL available from CI Plus LLP.

2.4. Not put any entries in the Service Operator Certificate White List (SOCWL, which is used to undo device revocations in the SOCRL) unless such entries have been approved in writing by Licensor.

-1- 2.5. Set CI Plus parameters so as to meet the requirements in the section "Outputs" of this schedule:

Streaming 3. Generic Internet Streaming Requirements

The requirements in this section Error! Reference source not found. apply in all cases where Internet streaming is supported.

3.1. Streams shall be encrypted using AES 128 (as specified in NIST FIPS-197) or other robust, industry-accepted algorithm with a cryptographic strength and key length such that it is generally considered computationally infeasible to break.

3.2. Encryption keys shall not be delivered to clients in a cleartext (un-encrypted) state.

3.3. The integrity of the streaming client shall be verified before commencing delivery of the stream to the client.

3.4. Licensee shall use a robust and effective method (for example, short-lived and individualized URLs for the location of streams) to ensure that streams cannot be obtained by unauthorized users.

3.5. The streaming client shall NOT cache streamed media for later replay but shall delete content once it has been rendered.

4. Microsoft Silverlight

The requirements in this section "Microsoft Silverlight" only apply if the Microsoft Silverlight product is used to provide the Content Protection System.

4.1. Microsoft Silverlight is approved for streaming if using Silverlight 4 or later version.

5. Apple http live streaming

The requirements in this section "Apple http live streaming" only apply if Apple http live streaming is used to provide the Content Protection System.

5.1. Licensee shall migrate from use of http live streaming (implementations of which are not governed by any compliance and robustness rules nor any legal framework ensuring implementations meet these rules) to use of an industry accepted DRM or secure streaming method which is governed by compliance and robustness rules and an associated legal framework, within a mutually agreed timeframe.

5.2. Http live streaming on iOS devices may be implemented either using applications or using the provisioned Safari browser.

5.3. The URL from which the m3u8 manifest file is requested shall be unique to each requesting client.

5.4. The m3u8 manifest file shall only be delivered to requesting clients/applications that have been authenticated -in some-way as being an authorized client/application.

5.5. The streams shall be encrypted using AES-128 encryption (that is, the METHOD for EXT-X-KEY shall be 'AES-128').

5.6. The content encryption key shall be delivered via SSL (i.e. the URI for EXT-X-KEY, the URL used to request the content encryption key, shall be a https URL).

5.7. Output of the stream from the receiving device shall not be permitted unless this is explicitly allowed elsewhere in the schedule. No APis that permit stream output shall be used in applications (where applications are used).

5.8. The client shall NOT cache streamed media for later replay (i.e. EXT-X-ALLOW-CACHE shall be set to 'NO').

- 2- 5.9. iOS implementations (either applications or implementations using Safari and Quicktime) of http live streaming shall use APis within Safari or Quicktime for delivery and display of content to the greatest possible extent. That is, implementations shall NOT contain implementations of http live streaming, decryption, de-compression etc but shall use the provisioned iOS APis to perform these functions.

5.10. iOS applications, where used, shall follow all relevant Apple developer best practices and shall by this method or otherwise ensure the applications are as secure and robust as possible.

5.11. iOS applications shall include functionality whith detects if the iOS device on which they execute has been "jailbroken" and shall disable all access to protected content and keys if the device has beenjailbroken.

REVOCATION AND RENEWAL 6. The Licensee shall have a policy which ensures that clients and servers of the Content Protection System are promptly and securely updated in the event of a security breach (that can be rectified using a remote update) being found in the Content Protection System and/or its implementations in clients and servers. Licensee shall have a policy which ensures that patches including System Renewability Messages received from content protection technology providers (e.g. DRM providers) and content providers are promptly applied to clients and servers.

ACCOUNT AUTHORIZATION 7. Content Delivery. Content, licenses, control words and ECM's shall only be delivered from a network service to registered devices associated with an account with verified credentials. Account credentials must be transmitted securely to ensure privacy and protection against attacks.

8. Services requiring user authentication:

The credentials shall consist of at least a User ID and password of sufficient length to prevent brute force attacks.

Licensee shall take steps to pn:v~nl users from sharing account credentials. In order to prevent unwanted sharing of such credentials, account credentials may provide access to any of the following (by way of example):

purchasing capability (e.g. access to the user's active credit card or other financially sensitive information)

administrator rights over the user's account including control over user and device access to the account along with access to personal information.

RECORDING 9. PVR Requirements. Any device receiving playback licenses must not implement any personal video recorder capabilities that allow recording, copying, or playback of any protected content except as explicitly allowed elsewhere in this agreement.

10. Copying. The Content Protection System shall prohibit recording of protected content onto recordable or removable media, except as such recording is explicitly allowed elsewhere in this agreement.

Embedded Information 11. Watermarking. The Content Protection System or playback device must not intentionally remove or interfere with any embedded watermarks in licensed content.

12. Embedded Information. Licensee's delivery systems shall "pass through" any embedded copy control information without intentional alteration, modification or degradation in any manner;

13. Notwithstanding the above, any alteration, modification or degradation of such copy control information and or watermarking during the ordinary course of Licensee's distribution of licensed content shall not be a breach of this Embedded Information Section.

-3- Outputs 14. Output hardware/software integrity. If the licensed content can be delivered to a device which has any outputs (either digital or analogue), the Content Protection System must ensure that the hardware and software (e.g. device drivers) providing output functionality has not been tampered with or replaced with non-compliant versions.

Digital Outputs. If the licensed content can be delivered to a device which has digital outputs, the Content Protection System shall prohibit digital output of decrypted protected content. Notwithstanding the foregoing, a digital signal may be output if it is protected and encrypted by High-Bandwidth Digital Copy Protection ("HDCP") or Digital Transmission Copy Protection ("DTCP").

Exception Clause for Standard Definition, Uncompressed Digital Outputs on Windows-based PCs and Macs running OS X or higher). HDCP must be enabled on all uncompressed digital outputs (e.g. HDMI, Display Port), unless the customer's system cannot support HDCP (e.g., the content would not be viewable on such customer's system ifHDCP were to be applied)

15. Upscaling: Device may scale Included Programs in order to fill the screen of the applicable display; provided that Licensee's marketing of the Device shall not state or imply to consumers that the quality of the display of any such upscaled content is substantially similar to a higher resolution to the Included Program's original source profile (i.e. SD content cannot be represented as HD content). ]Geortltering 16. The Content Protection System shall take affirmative, reasonable measures to restrict access to Licensor's content to within the territory in which the content has been licensed.

17. Licensee shall periodically review the geofiltering tactics and perform upgrades to the Content Protection System to maintain "state of the art" geofiltering capabilities.

18. Without limiting the foregoing, Licensee shall uti li ze geofiltering technology in connection with each Customer Transaction that is designed to limit distribution of Included Programs to Customers in the Territory, and which consists of (i) for IP-based delivery systems, IP address look-up to check for IP address within the Territory and (ii) either (A) with respect to any Customer who has a credit card on file with the Licensed Service, Licensee shall confirm that the country code of the bank or financial institution issuing such credit card corresponds with a geographic area that is located within the Territory, with Licensee only to permit a delivery if the country code of the bank or financial institution issuing such credit card corresponds with a geographic area that is located within the Territory or (B) with respect to any Customer who does not have a credit card on file with the Licensed Service, Licensee will require such Customer to enter his or her home address (as part of the Customer Transaction) and will only permit the Customer Transaction if the address that the Customer supplies is within the Territory. Network Service Protection Requirements. 19. All licensed content must be received and stored at content processing and storage facilities in a protected and encrypted format using an industry standard protection systems.

20. Document security policies and procedures shall be in place. Documentation of policy enforcement and compli ance ~ shalloe continuously mamtameo. ------

21. Access to content in unprotected format must be limited to authorized personnel and auditable records of actual access shall be maintained.

22. Physical access to servers must be limited and controlled and must be monitored by a logging system.

23. Auditable records of access, copying, movement, transmission, backups, or modification of content must be securely stored for a period of at least one year.

24. Content servers must be protected from general internet traffic by "state of the art" protection systems including, without limitation, firewalls, virtual private networks, and intrusion detection systems. All systems must be regularly updated to incorporate the latest security patches and upgrades.

- 4- 25. All facilities which process and store content must be available for Motion Picture Association of America and Licensor audits upon the request of Licensor.

26. Content must be returned to Licensor or securely destroyed pursuant to the Agreement at the end of such content's license period including, without limitation, all electronic and physical copies thereof.

High-Definition Restrictions & Requirements In addition to the foregoing requirements, all HD content (and all Stereoscopic 3D content) is subject to the following set of restrictions & requirements:

27. General Purpose ComputerPlatforms. HD content is expressly prohibited from being delivered to and playable on General Purpose Computer Platforms (e.g. PCs, Tablets, Mobile Phones) unless explicitly approved by Licensor. If approved by Licensor, the additional requirements for HD playback on PCs will include the following:

27.1. Digital Outputs:

27.1.1. For avoidance of doubt, HD content may only be output in accordance with section "Digital Outputs" above unless stated explicitly otherwise below.

27 .1.2. If an HDCP connection cannot be established, as required by section "Digital Outputs" above, the playback of Current Films over an output on a General Purpose Computing Platform (either digital or analogue) must be limited to a resolution no greater than Standard Definition (SD).

27.1.3. An HDCP connection does not need to be established in order to playback in HD over a DVI output on any General Purpose Computer Platform that is registered for service by Licensee on or before the later of: (i) 31 51 December, 2011 and (ii) the DVI output sunset date established by the AACS LA. Note that this exception does NOT apply to HDMI outputs on any General Purpose Computing Platform

27.1.4. With respect to playback in HD over analog outputs on General Purpose Computer Platforms that are registered for service by Licensee after 31 51 December, 2011, Licensee shall either (i) prohibit the playback of such HD content over all analogue outputs on all such General Purpose Computing Platforms or (ii) ensure that the playback of such content over analogue outputs on all such General Purpose Computing Platforms is limited to a resolution no greater than SD.

27.1.5. Notwithstanding anything in this Agreement, if Licensee is not in compliance with this Section, then, upon Licensor's written request, Licensee will temporarily disable the availability of Current Films in HD via the Licensee service within thirty (30) days following Licensee becoming aware of such non-compliance or Licensee's receipt of written notice of such non-compliance from Licensor until such time as Licensee is in compliance with this section "General Purpose Computing Platforms"; provided that:

27 .1.5.1. if Licensee can robustly distinguish between General Purpose Computing Platforms that are in compliance with this section "General Purpose Computing Platforms", and General t------l!Eurpose Computing_Elatfoo:ns wJllch are noUn comgliance Licensee may continue the availability of Current Films in HD for General Purpose Computing Platforms that it reliably and justifiably knows are in compliance but is required to disable the availability of Current Films in HD via the Licensee service for all other General Purpose Computing Platforms, and

27.1.5.2.in the event that Licensee becomes aware of non-compliance with this Section, Licensee shall promptly notify Licensor thereof; provided that Licensee shall not be required to provide Licensor notice of any third party hacks to HDCP.

27.2. Secure Video Paths:

The video portion of unencrypted content shall not be present on any user-accessible bus in any analog or unencrypted, compressed form. fu the event such unencrypted, uncompressed content is

- 5- transmitted over a user-accessible bus in digital form, such content shall be either limited to standard definition (720 X 480 or 720 X 576), or made reasonably secure from unauthorized interception.

27.3. Secure Content Decryption.

Decryption of (i) content protected by the Content Protection System and (ii) CSPs (as defined in Section 2.1 below) related to the Content Protection System shall take place such that it is protected from attack by other software processes on the device, e.g. via decryption in an isolated processing environment.

28. HD Analogue Sunset, All Devices.

In accordance with industry agreements, all Approved Devices deployed by Licensee after December 31, 2011 shall limit (e.g. down-scale) analogue outputs for decrypted protected Included Programs to standard definition at a resolution no greater than 720X480 or 720 X 576, i.e. shall disable High Definition (HD) analogue outputs. Licensee shall investigate in good faith the updating of all Approved Devices shipped to users before December 31, 2011 with a view to disabling HD analogue outputs on such devices.

29. Analogue Sunset, All Analogue Outputs, December 31, 2013

In accordance with industry agreement, after December 31, 2013, Licensee shall only deploy Approved Devices that can disable ALL analogue outputs during the rendering of Included Programs. For Agreements that do not extend beyond December 31. 2013, Licensee commits both to be bound by this requirement if Agreement is extended beyond December 31 . 2013, and to put in place before December 31, 2013 purchasing processes to ensure this requirement is met at the stated time.

30. Additional Watermarking Requirements.

Physical media players manufactured by licensees of the Advanced Access Content System are required to detect audio and/or video watermarks during content playback after 1 ' 1 Febrary, 2012 (the "Watermark Detection Date"). Licensee shall require, within two (2) years of the Watermark Detection Date, that any new devices capable of playing AACS protected Blu-ray discs and capable of receiving and decrypting protected high definition content from the Licensed Service that can also receive content from a source other than the Licensed Service shall detect and respond to the embedded state and comply with the corresponding playback control rules.

Stereoscopic 3D Restrictions & Requirements The following requirements apply to all Stereoscopic 3D content. All the requirements for High Definition content also apply to all Stereoscopic 3D content. Downscaling HD Analogue Outputs. All devices receiving Stereoscopic 3D Included Programs shall limit (e.g. down-scale) analogue outputs for decrypted protected Included Programs to standard definition at a resolution no greater than 720X480 or 720 X 576,") during the display of Stereoscopic 3D Included Programs.

- 6- EXBIBITC1

DRM SETTINGS

Windows DRM Version 10 Rights for ODRL

Deprecated ·rights are not listed and must not be enabled or specified. Only standard definition or lower resolution content is permitted. If Licensee is currently using Windows Media DRM version 9 or 7 .I, Licensee shall upgrade to the most recent version available within six months of the availability of a new version of Windows DRM where technically feasible.

The rights settings for previous version ofMS DRM must use settings consistent with those listed in this schedule.

Right Setting Comments Allow Play Enabled This right allows the consumer to play protected content on a computer or device Playcount Not set This right specifies the number of times the consumer is allowed to play protected content. By default, this right is not set and unlimited playing is allowed AllowCopy Not enabled This right allows consumers to copy protected content to a device, such as a portable player or portable media, that supports Windows Media DRM 10 for Portable Devices CopyCount 0 This right specifies the number of times the consumer is allowed to copy content using the AllowCopy right. By default, this right is not set, and unlimited copies are allowed. AllowTransferToNonSDMI Not enabled This right allows the consumer to transfer the Windows Media file to a device that supports Portable Device DRM ve::rsion 1 or Windows Media DRM 10 for Portable Devices. AllowTransferToSDMI Not enabled This right allows the consumer to transfer the Windows Media file to a device that supports Portable Device DRM version 1 or Windows Media DRM 10 for Portable Devices. TransferCount 0 This right specifies the number of times a consumer can transfer a Windows Media file to a device using the AllowTransferToNonSDMI and AllowTransferToSDMI rights Allow BackupRestore Not enabled This right allows the consumer to manage licenses by making backup copies and restoring licenses from backups AllowCollaborativePlay Not enabled This right allows consumers play protected content in a collaborative session using peer-to-peer services AllowPlaylistBum Not enabled This right allows consumers to copy a Windows Media file from a playlist to a CD in the Red Book audio format MaxPiaylistBumCount Not enabled The maximum number of times a Windows Media file can be copied to a CD as part of a particular play list PlaylistBurnTrackCount Not enabled The maximum number of time"SaWiru:JOWSMeaia file can becopieo to a CD, regardless of what playlist it is in MinimumSecurityLevel. 2,000 Player applications based on Windows Media Format 9 Series SDK or later with strict security requirements. Included devices Windows Media DRM 10 for Portable Devices and Network Devices. Excludes: Devices based on Windows Media Portable Device DRM v1 or based on Windows CE 4.2 and later MinimumClientSDKSecurity Not Set Windows Media Format 7.1 SDK or later Output Protection Levels for Digital SD=250 SD content: The Licensed Product must attempt to engage HDCP to Uncompressed Video Content protect the video portion of uncompressed decrypted WMDRM Content. Licensed Products must attempt to verify that the HDCP source function is engaged and able to deliver protected content, which means HDCP encryption is operational on the Output; however, the Licensed Product may Pass the video portion of uncompressed

-1- decrypted WMDRM Content to Digital Video Outputs even if it fails to verify that the HDCP source function is engaged.

HD content: Licensed Products must engage HDCP to protect the uncompressed Digital Video Content of decrypted WMDRM Content

HD=300 Output Protection Levels for Digital 400 Only protected compressed digital outputs allowed Compressed Video Content Output Protection Levels for Analog 200 Licensed Products is Passing the Analog Video Content of decrypted Video Content WMDRM Content to Analog Television Outputs, Licensed Products must engage CGMS-A with the CGMS-A field in the copy set to ' I1 ' ("no more copies").

Windows DRM Version 10 Rights

Deprecated rights are not listed and must not be enabled or specified. Only standard definition or lower resolution content is permitted. If Licensee is currently using Windows Media DRM version 9 or 7.1, Licensee shall upgrade to the most recent version available within six months of the availability of a new version of Windows DRM where technically feasible.

The rights settings for previous version ofMS DRM must use settings consistent with those listed in this schedule.

Right Setting Comments AllowPlay Enabled This right allows the consumer to play protected content on a computer or device Playcount Not set This right specifies the number of times the consumer is allowed to play protected content. By default, this right is not set and unlimited playing is allowed AllowCopy Not enabled This right allows consumers to copy protected content to a device, such as a portable player or portable media, that supports Windows Media DRM IO for Portable Devices CopyCount 0 This right specifies the number of times the consumer is allowed to copy content using the AllowCopy right. By default, this right is not set, and unlimited copies are allowed. AllowTransferToNonSDMl Not enabled This right allows the consumer to transfer the Windows Media file to a device that supports Portable Device DRM version 1 or Windows Media DRM I 0 for Portable Devices. AllowTransferToSDMI Not enabled This right allows the consumer to transfer thewinoOWSMeclia file to a device that supports Portable Device DRM version I or Windows Media DRM I 0 for Portable Devices. TransferCount 0 This right specifies the number of times a consumer can transfer a Windows Media file to a device using the AllowTransferToNonSDMI and AllowTransferToSDMI rights AllowBackupRestore Not enabled This right allows the consumer to manage licenses by making backup copies and restoring licenses from backups AllowCollaborativePlay Not enabled This right allows consumers play protected content in a collaborative session using peer-to-peer services Allow PlaylistBurn Not enabled This right allows consumers to copy a Windows Media file from a playlist to a CD in the Red Book audio format MaxPlaylistBurnCount Not enabled The maximum number of times a Windows Media file can be copied to a CD as_Q_art of a particular play_List

- 2- PlaylistBumTrackCount Not enabled The maximum number of times a Windows Media file can be copied to a CD, regardless of what playlist it is in MinimumSecurityLevel. 2,000 Player applications based on Windows Media Format 9 Series SDK or later with strict security requirements. Included devices Windows Media DRM 10 for Portable Devices and Network Devices. Excludes: Devices based on Windows Media Portable Device DRM v1 or based on Windows CE 4.2 and later MinimumClientSDKSecurity Not Set Windows Media Format 7.1 SDK or later Output Protection Levels for Digital SD=250 SD content: The Licensed Product must attempt to engage HDCP to Uncompressed Video Content protect the video portion ofuncompressed decrypted WMDRM Content. Licensed Products must attempt to verify that the HDCP source function is engaged and able to deliver protected content, which means HDCP encryption is operational on the Output; however, the Licensed Product may Pass the video portion of uncompressed decrypted WMDRM Content to Digital Video Outputs even if it fails to verify that the HDCP source function is engaged.

HD content: Licensed Products must engage HDCP to protect the uncompressed Digital Video Content of decrypted WMDRM Content

HD=300 Output Protection Levels for Digital 400 Only protected compressed digital outputs allowed Compressed Video Content Output Protection Levels for Analog 200 Licensed Products is Passing the Analog Video Content of decrypted Video Content WMDRM Content to Analog Television Outputs, Licensed Products must engage CGMS-A with the CGMS-A field in the copy set to '11' ("no more copies").

VOD Settings (Temporary Download) BeginDate StartofVOD This right specifies a date after which the license is valid window Expirati onDate End ofVOD This right specifies a date after which the license is no longer window valid and the Windows Media file can no longer be played ExpirationAfterFirstUse 48 Hours This right specifies the length of time (in hours) a license is valid after the first time the license is used ExpirationOnStore 30 days This right specifies the length of time (in hours) a license is valid after the first time the license is stored on the consumer's computer DeleteOnClockRollback Not enabled This right deletes the license if the consumer's computer clock is reset to an earlier time. Use this right if the license also specifies an expiration date... DisableOnClockRollback Enabled This right disables a license if the consumer's computer clock is reset to an earlier time GracePeriod Not enabled This right specifies the number of hours during which protected content can be played after a device clock becomes unset.

-3- . ..

EXIllBITD

MARKETING COMMITMENT

For each Avail Year

VIDEO FuroR TO CONFIRM

-4-. EXIITBITE

Non-UltraViolet ODRL Usage Rules

Version 1.0 1. These rules apply to the playing ofNon-UitraViolet ODRL content on IP connected Approved Devices. 2. Users must have an active Account (an "Account") prior to purchasing content for ODRL. All Accounts must be protected via account credentials consisting of at least a user id and password. Account credentials shall allow purchase of content and/or expose of sensitive information (e.g. credit card details) such that there is a strong disincentive to the sharing of account credentials with other users. 3. The user may register up to 5 (five) Approved Devices which are approved for the storage and rendering of ODRL content. 4. There are no limitations (save that viewing can only happen on registered Approved Devices) on the number of registered Approved Devices on which viewing can occur simultaneously. 5. Users are permitted to move ODRL content from one registered Approved Device to another registered Approved Device. 6. Licensee shall monitor the registration and de-registration of Approved Devices from the User's set of 5 to ensure that abuse is not occurring. By way of example abuse can occur if a user allows others to temporarily register devices to that user's account for the purposes of sharing content. Action shall be taken to stop abuse.

-5- ..

VOD by streaming AND temporary download usage rules Version 1.0 7. Users must have an active Account (an "Account") prior to receiving content for VOD rental. All Accounts must be protected via account credentials consisting of at least a user id and password. 8. Licensed Content can be delivered to Approved Devices by both streaming and temporary download + progressive download Licensed Content shall not be transferrable between Approved Devices receiving the content by streaming. 9. Licensed Content shall not be transferrable between Approved Devices receiving the content by temporary download, unless this can be done whilst still enforcing the single viewing device requirement. 10. Licensed Content may be viewed during the Viewing Period, which is defined as the time period commencing at the time a User is technically enabled to view the Licensed Content during the relevant License Period and ending on the earlier of: a. 48 hours after the User first commences viewing on any Approved Device (whether by streaming or temporary download); or b. 30 days after the User is first technical enabled to view the Licensed content (either by streaming or temporary download). 11. The User may register up to 5 (five) Approved Devices which are approved for both streaming and temporary download. 12. It shall be possible for the User to de-register devices within their allocation of 5 (five) and register new devices into the 5 · (five). The frequency of this registration and de-registration by Users shall be monitored and controlled to prevent fraud. 13. Single Viewing Device. It shall only be possible to view content on 1 (one) device at any one time. For example, if the User is viewing Licensed Content by streaming, no temporary download of the Licensed Content shall be possible and the ability for the User to view any already temporarily downloaded content shall be disabled by communication with the Approved Devices on which the Licensed Content was temporarily downloaded. If viewing of Licensed Content is possible on a device on which the Licensed Content was temporarily downloaded, no streaming or further temporary download shall be possible.

- 6- .. ..

EXHIBITF

TECHNICAL GUIDELINES

Licensor Delivery Materials

SD- File HD-File Delivery_ Sp_ec 1 x MPEG2 20mbps per audio language version HDXDCAM422 Audio 1. OV Stereo 1. OV 5.l(where available otherwise Stereo) 2. French Stereo (where available) 2. French 5.1 (where available, otherwise Stereo) 3. Italian Stereo (where available) 3. Italian 5.1 (where available, otherwise Stereo) 3. German 5.1 (where available, otherwise Stereo), 3. German Stereo (where available), OV Stereo OV Stereo Aspect Ratio 16x9 OAR (where available, otherwise 4x3) 16x9 OAR (where available, otherwise 4x3)

Text files (.TXT). Separate entities. Not burnt in. Available from https://euconnect.spe.sony.com/spidr (or Subtitles any successor website notified ~Licensor) to enable Licensee download Administration Fee €50 _per language version €100 per language version

Feature Len~rth

- 1- .. .. 4 ..

ExmBITG

INTERNET PROMOTION POLICY

All Internet and Email promotions remain subject to the provisions governing promotions as set forth in the attached license agreement.

Internet and Email Promotion Policy

Licensee's right to promote, market and advertise ("Promote") the upcoming exhibition(s) on the Licensed Service of the programs ("Programs") licensed by Culver Digital Distribution Inc. or its affiliate ("SPE") pursuant to the license agreement ("License Agreement") to which this Policy is attached as set forth in the License Agreement shall include the limited, non­ exclusive, non-transferable right to Promote by means of the Internet and messages transmitted electronically over the Internet ("Email") subject to the additional terms and conditions set forth herein (the "Policy"). "Promotion" means the promotion, marketing or advertising of the exhibition of the Programs on the Licensed Service. Each capitalized term used and not defined herein shall have the definition ascribed to it in the License Agreement. All Promotions by means of the Internet and Email are subject to the additional provisions governing Promotion set forth in the License Agreement and any other terms and conditions that may be provided to Licensee by SPE in the future. To the extent there is a conflict between this Policy and such other terms or conditions, this Policy shall govern.

1. General. Licensee shall not Promote the Programs over the Internet except by means of the website owned or controlled by Licensee (the "Website") or by means of Email from the service licensed under the License Agreement ("Licensed Service"). "Internet" means the public, global, computer-assisted network of interconnected computer networks that employs Internet Protocol ("IP") or any successor thereto. If Licensee contracts with any third party to build, host, administer or otherwise provide services in connection with its Website, a Microsite, or any Internet or Email Promotion, then Licensee shall ensure that such third party fully complies with all provisions of this Policy pertaining thereto, including, without limitation, the requirement: (i) to conduct such activities in accordance with security standards as provided and approved by SPE; (ii) to comply with all Laws (as defined below); (iii) to maintain the privacy and security of Email addresses provided by Licensee (if any) in order to protect against unauthorized access, disclosure and use; and (iv) to not use such Email addresses (if any) for any purpose other than to deliver the Email Promotions. Licensee shall not require any user of the Website or any Microsite to register or provide personally identifiable information as a precondition to access the Website or Microsite or receipt of Email Promotions. Except as expressly authorized herein, Licensee shall not Promote any Programs on the Internet or via Email, or otherwise use on the Internet or in any Email any materials of SPE or relating to any Programs (including, without limitation, any copyright, trademark, service mark, logos or other intellectual property). In the event that Licensee wishes to pursue any Internet or Email promotional activities not expressly authorized by this Policy, each such activity shall be subject to SPE's specific prior written approval. To the extent any Website or Microsite includes interactive features such as chatrooms, web logs, or message boards (collectively, "Interactive Features"), then as between Licensee and SPE, Licensee shall be solely responsible for the content of such Interactive Features and for any users' conduct, and such Website or Microsite shall expressly disclaim any endorsement or sponsorship of such Interactive Features by SPE.

2. Territory. Licensee shall use commercially reasonable efforts to ensure that each Promotion is conducted in and restricted to viewers in the Territory and shall not, directly or indirectly, aim any Promotion to viewers outside of the Territory. To the extent the geographic location of an e-mail address can be determined, each Email Promotion shall be sent only to Email addresses located in the Territory.

3. Advertising/Revenue. No part of the Promotion shall: (i) advertise, market or promote any entity, product or service other than the Program; (ii) contain commercial tie-ins; (iii) sell or offer to sell any product or service; or (iv) be linked to any of the foregoing. No Promotion shaH be conducted so as to generate revenue in any manner, other than as an incidence of increased viewership of the Program resulting from the Promotion. Nor shall Licensee charge or collect fees of any kind or other consideration, for access to the Promotion or any Program material, including, without limitation, registration fees, bounty or referral fees. Advertisements that are commonly known in the industry as "banner ads" and "pop-ups" that are purchased and displayed on the Website independent of and without regard to, reference to, or association with any Program shall not violate the previous sentence; provided any such advertisements (i) do not appear on or during any Microsite or any page devoted to promotion of any Program, Programs or SPE product; (ii) are placed in and appear in a manner independent of and unassociated with any Program, and (iii) shall be stopped and removed by Licensee within 24 hours of Licensor notifying Licensee that any such advertisements, in Licensor's sole discretion, are unacceptable.

- 1- 4. Materials. Unless specifically authorized by SPE in writing in each instance, each Promotion shall use only promotional materials: (i) from SPTI.com or from SPE press kits; (ii) strictly in accordance with the terms for their use set forth herein, in the License Agreement, on SPTI.com and in the SPE press kits, as applicable; and (iii) without editing, addition or alteration. Notwithstanding anything to the contrary contained hereinabove, under no circumstances shall Licensee remove, disable, deactivate or fail to pass through to the consumer any anti-copying, anti-piracy or digital rights management notices, code or other technology embedded in or attached to the promotional materials. If any copyrighted or trademarked materials are used in any Promotion, they shall be accompanied by and display, in each instance, the copyright, trademark or service mark notice for the relevant Program (or episode) set forth on SPTI.com or in the SPE press kit, as applicable. Still photographs posted on the Website may not exceed a resolution of 300dpi, and if offered for free download, the download resolution shall not exceed 72 dpi. Video clips and trailers shall not be made available for download. An Email Promotion may embed or attach an authorized still photograph, provided the resolution of such photograph does not exceed 72dpi.

5. Warning. Each page containing a Promotion shall (i) prominently include the following warning: "All copyrights, trademarks, service marks, trade names, and trade dress pertaining to [insert Program title] are proprietary to Sony Pictures Entertainment Inc., its parents, subsidiaries or affiliated companies, and/or third-party licensors. Except as expressly authorized in this promotion, and only to the extent so authorized, no material pertaining to [insert Program title] may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way."; or (ii) prominently include a link to the Website terms and conditions page which shall prominently include either the foregoing warning or another warning against downloading, duplicating and any other unauthorized use ofrnaterial on the Website.

6. URLs. None of the following shall be used as the URL or domain name for the Website or any Microsite: (i) the title or any other element of a Program, including, without limitation, character names and episode names and storylines; and (ii) copyrighted works, trade marks, service marks and other proprietary marks of SPE or a Program; provided that Licensee may use the name of the Program as a subset of Licensee's name, registered domain name or name of the Licensed Service (e.g., if Licensee's registered domain name is "Licensee.com," and the Program is "XYZ," Licensee may use the following URL: "Licensee.com/XYZ"); or as a subdirectory to name a page devoted solely to such Program within the Website or a Microsite.

7. Microsites. Licensee may, at its own cost and expense, develop a subsite located within its Website dedicated solely to the Promotion of upcoming exhibition(s) of a Program on the Licensed Service (each such subsite, a "Microsite") subject to the following additional terms and conditions. Licensee shall notify SPE promptly of the creation of any Microsite. If SPE provides to Licensee the form and content for the Microsite (the "Template"), Licensee shall not alter or modify any element of such Template (including, without limitation, any copyright notice, trade or service mark notice, logo, photographs or other images) without SPE's prior written approval in each instance, provided that Licensee may use any one or more elements of such Template without using all elements of the Template. All right and title in and to the Template shall remain in SPE. All right and title in and to the Microsite, including copyrights, shall vest in SPE upon creation thereof, whether or not the Microsite was created by or paid for by Licensee. To the extent that any right or title in the Microsite is deemed not to so vest in SPE, then to the fullest extent permissible by law, License hereby irrevocably assigns such right and title to SPE. Upon request by SPE, Licensee shall provide SPE with periodic traffic reports of all visits made to the Microsite during the License Period for the Program.

8. Email Promotions. Without limitation to anything contained herein, the following additional terms and conditions shall apply to Email Promotions:

8:1 seruler's Aadress. ~il Promotions shall be senrbyLicensee only-from the Email address-identified on the Website as the Licensed Service's primary Email address, which address shall clearly identify the Licensed Service as the sender of the Email. Licensee shall not use the Program name (or any other element of a Program, including, without limitation, character names and/or episode names or storylines) or copyrighted works, trade marks, service marks or other proprietary marks of SPE or a Program as part of its Email address.

8.2 Opt-Out. Each Email Promotion: (i) shall be sent only to individuals who have actively elected to receive such Emails from the Licensed Service; and (ii) shall contain an opt-out option to prevent the receipt of further Email Promotions.

9. Costs. Except with respect to the provision of Program materials supplied on SPTI.com or in SPE press kits, Licensee shall be solely responsible for: (i) all costs and expenses of any kind or nature associated with its Promotions; (ii) all costs and expenses of any kind or nature associated with its compliance with any Laws in connection with its Promotions; and (iii) any reuse fees, third party fees and/or any other compensation of any kind or nature arising from its Promotional use of any Program materials, except as expressly authorized by SPE in this Policy.

-2- 10. Compliance With Law and Security. Notwithstanding anything to the contrary contained in this Policy, Licensee shall ensure that each Promotion, the Website, any webpages thereof that contain Program material, any Microsites, any Emails that contain Program material, and databases containing personally identifiable information and Email addresses used in Email Promotions (which must be maintained in a secure environment) and the acquisition, use and storage of all such data, shall at all times be in full compliance with and in good standing under the laws, rules, regulations, permits and self-regulatory codes of the Tenitory, and the country (if different) of Licensee's domicile, including, without limitation, consumer protection, security and personal information management (PIM), privacy and anti-spam laws (collectively, "Laws").

11. Violations. If SPE determines that the Promotion is in violation of this Policy, the License Agreement, or any applicable Law, then SPE will provide Licensee with written notice thereof. Promptly upon receipt of such notice, and in no event later than 24 hours thereafter, Licensee shall correct the specified violation (including, without limitation, by removing the offending content from the Website, Microsite or Email). Licensee's failure to do so within the time specified shall constitute an unremedied default under the License Agreement (notwithstanding any longer cure periods provided for therein), entitling SPE to terminate the License Agreement with respect to the applicable Program by written notice with immediate effect.

-3-