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CDD DRAFT 5/11/11

INTERNATIONAL VIDEO-ON-DEMAND LICENSE AGREEMENT

THIS INTERNATIONAL VIDEO-ON-DEMAND LICENSE AGREEMENT (“Agreement”), dated as of [______], 2011 (“Effective Date”), is entered into by and between Microsoft Corporation, a Washington corporation with an address at One Microsoft Way, Redmond, Washington 98052 (“Licensee”), and Culver Digital Distribution Inc., a Delaware corporation with an address at 10202 West Washington Boulevard, Culver City, California 90232 (“Licensor”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRINCIPAL TERMS AND CONDITIONS (“Principal Terms”)

1. DEFINITIONS. All capitalized terms used herein and not otherwise defined in this Agreement shall have the meanings set forth below. 1.1 “Actual Retail Price” shall mean for each Included Program, the actual amount paid or payable by each Customer (whether or not collected by Licensee) on account of such Customer’s selection of such Included Program from the Licensed Service, excluding sales, use, consumption, value added, goods and/or services taxes and similar taxes in the applicable Territory. No other deductions shall be allowed unless otherwise agreed in writing between the parties.

1.2 “Affiliate” means, with respect to any person, any other person that, either directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such person.

1.3 “Approved Devices” shall mean individually addressed and addressable IP-enabled Xbox Consoles, Personal Computers, Zunes and Tablets, each of which are designed to implement the Usage Rules and support the Approved Format, including, without limitation, the Security Solution encompassed within the Approved Format, the Approved Transmission Means, and the Content Protection Obligations and Requirements set forth in Schedule C, as applicable. The parties acknowledge and agree that any device that is not an Xbox Console, a Personal Computer or a Zune, including, without limitation, other game consoles, set-top-boxes, portable media devices and mobile phones that do not run Zune-branded applications, shall not be an “Approved Device.” 1.4 “ Approved Format” shall mean a digital electronic media file compressed and encoded for secure transmission and storage in Standard Definition resolution format, and, subject to Section 3.5 of the Principal Terms, in High Definition resolution format, and protected by the Security Solution. 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, to the extent that it materially and adversely 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. Notwithstanding the immediately preceding sentence, automated conversion of a Standard Definition and/or High Definition file of an Included Program through the Approved Device (as distinguished from Licensee delivering a file of an Included Program to an Approved Device in a specification other than what has been mutually agreed) shall not be prohibited; provided, that the conversion of such file does not result in the Included Program being displayed at a resolution equal to or greater than 720p (in the case of a Standard Definition resolution file) or greater than 1080p (in the case of a High Definition resolution file). 1.5 “Approved Transmission Means” shall mean, subject to the last sentence hereof, the Transmission via Electronic Downloading and/or Streaming of audio-visual content to one (1) Approved Device over the public, free-to-the-consumer (other than any common carrier/ISP charges or similar charges) global network of interconnected networks (including the so-called Internet, Internet2 and World Wide Web) using technology that is currently known as Internet Protocol (“IP”), whether transmitted over cable, DTH, FTTH, ADSL/DSL, Broadband over Power Lines or other means (the “Internet”). For the avoidance of doubt, “Approved Transmission Means” shall not include delivery over any so-called “walled garden” or closed ADSL/DSL, cable or FTTH service or other subscriber-based system or service. For clarity, Licensor acknowledges that as of the Effective Date, the Licensed Service is not delivered via any so-called “walled garden” or closed ADSL/DSL, cable or FTTH service or other subscriber- based system or service. “Approved Transmission Means” does 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; it being understood that such approval is not currently given by Licensor. 1.6 “ Availability Date” with respect to an Included Program shall mean the date on which such Included Program is first made available for exhibition hereunder as specified in Section 3.3 of the Principal Terms. 1.7 “Avail Term” shall have the meaning set forth in Section 2.2 of the Principal Terms. 1.8 “Bandwidth Test” shall have the meaning set forth in Schedule F. 1.9 “ Control” means the power to direct the management and policies of a person, through ownership of voting securities, by contract or otherwise. 1.10 “Current Film” with respect to each Territory shall have the meaning set forth in the applicable Exhibit. 1.11 “Customer” shall refer to each unique user on an Approved Device authorized to receive an exhibition of an Included Program as part of the Licensed Service.

1.12 “ Customer Transaction” shall mean any instance whereby a Customer orders and is authorized to receive an exhibition of an Included Program as part of the Licensed Service; provided that neither a Transmission of solely a Promotional Preview nor solely a Bandwidth Test shall be considered a Customer Transaction.

1.13 “ Electronic Downloading” shall mean the transmission of a digital file containing audio-visual content from a remote source, which file may be stored and the content -2- 0cda5fbcef954df12007c42941e464e2.doc thereon viewed on a “progressive download” basis and/or at a time subsequent to the time of its transmission to the viewer. 1.14 “ Exhibit” means each exhibit attached hereto and incorporated by reference herein which sets forth the Territory(ies) in which Licensee may exercise the rights granted by Licensor hereunder and any additional or different terms and conditions applicable to each such Territory. In the event of any conflict or inconsistency between the terms of this Agreement and any Exhibit, the terms of the Exhibit will prevail solely with respect to the Territory(ies) stated therein.

1.15 “High Definition” or “HD” shall mean any resolution that is (a) 1080 vertical lines of resolution or less (but at least 720 vertical lines of resolution) or (b) 1920 lines of horizontal resolution or less (but at least 1280 lines of horizontal resolution) but in no event higher than 1920 horizontal lines of resolution by 1080 vertical lines of resolution; provided, however, that a Stream of an Included Program purchased in High Definition may fall below 720 vertical lines of resolution or 1280 lines of horizontal resolution from time to time due to network congestion or other technical reasons. 1.16 “ Home Theater” means on-demand exhibition and/or sell-through of any program on a premium basis prior to the Home Video Street Date of such program. 1.17 “Home Video Street Date” for each Included Program in a Territory shall mean the date on which such Included Program is first made available in such Territory to the general public for rental in DVD format. 1.18 “ Included Program” shall mean each Current Film and Library Film that Licensee licenses in accordance with the terms of this Agreement. 1.19 “Library Film” with respect to each Territory shall have the meaning set forth in the applicable Exhibit. 1.20 “Licensed Language” shall mean for each Included Program distributed in the applicable Territory, the language(s) set forth in the applicable Exhibit. 1.21 “ Licensed Service” shall mean individually and collectively the video-on- demand program distribution services currently known as “Xbox Live Video Marketplace” (the “Xbox Service”) and “Zune Marketplace Live” (the “Zune Service”) respectively, as such services may be modified and/or rebranded from time to time, which are, and (without limiting Schedule A, Article 19) at all times during the Term shall be, owned and operated by Licensee (it being acknowledged that Licensee may engage Third Party Contractors to perform various operations in connection with the operation of the Licensed Service in accordance with the terms of this Agreement). For purposes of clarification, with respect to each Territory, “Licensed Service” shall mean the version of the Licensed Service made commercially available by Licensee in such Territory. Licensor and Licensee acknowledge that Licensee may merge, combine and/or re-brand the Xbox Service and/or the Zune Service in Licensee’s sole discretion so long as the resulting service remains owned and operated by Licensee (subject to the engagement of Third Party Contractors as permitted hereunder) at all times during the remainder

-3- 0cda5fbcef954df12007c42941e464e2.doc of the Term. The Licensed Service may be supported in part by advertising, subject to Schedule A, Article 12.7. The Licensed Service may not be sub-distributed. 1.22 “License Period” with respect to each Included Program shall mean the period during which Licensee is authorized to make such Included Program available for exhibition hereunder, as specified in Section 3.4 of the Principal Terms. 1.23 “Licensor” means each entity specified as such in the applicable Exhibit. 1.24 “ Licensor Content” shall mean collectively, the Included Programs, trailers, metadata, Advertising Materials, marks and logos and all other material delivered or made available by Licensor or approved by Licensor in accordance with this Agreement. 1.25 “Other Distributor” shall mean any party that distributes Licensor’s or any other SPE Entity’s feature films in the applicable Territory during the Term on a VOD basis for Personal Use, other than Licensee.

1.26 “Other Motion Picture Provider” means a provider of motion pictures on a VOD basis for exploitation in the applicable Territory via the Licensed Service.

1.27 "Party Mode" shall refer to an application that allows a Customer, upon completing a Customer Transaction for an Included Program, to join other Customers, each of whom have also completed a Customer Transaction for such Included Program, in simultaneously (or near simultaneously) viewing such Included Program in accordance with the Usage Rules and is designed to provide the following functionality: (a) Customers may reduce the size of an Included Program so that it covers part but not all of such Customers’ screens; (b) such Included Program may be surrounded by a frame containing graphics which may include avatars representing the Customers watching the Included Program; (c) the Customers may communicate (by voice and/or text) with each other while viewing the Included Program; and (d) the Customers may select and display on the screens of all such Customers animated graphics (which may include associated audio) depicting their reactions to the Included Program chosen from an on-screen menu, which such communications, animated graphics, associated audio and on-screen menu may overlay the audio and/or video of the Included Program.

1.28 “Personal Computer” shall mean an individually addressed and addressable IP- enabled desktop or laptop device with a hard drive, external keyboard and monitor, designed for multiple office and other applications using a silicon chip/microprocessor architecture. “Personal Computer” shall not include Zunes, Tablets, game consoles (including Xbox Consoles), set-top-boxes, portable media devices, PDAs or mobile phones.

1.29 “Personal Use” shall mean the personal, private viewing of a program and shall not include non-theatrical exhibition, any viewing or exhibition for which (or in a venue in which) an admission, access or viewing fee is charged, or any other public exhibition or viewing.

1.30 “Primary Licensed Language” shall mean, for each Included Program distributed in the applicable Territory, the language in which materials for such Included Program must be delivered for such Territory, as set forth in the applicable Exhibit. -4- 0cda5fbcef954df12007c42941e464e2.doc 1.31 “Promotional Preview” with respect to an Included Program shall mean a video clip commencing at the beginning of such Included Program and running no longer than two (2) consecutive minutes thereafter (“Maximum Preview Duration”), with no additions, edits or any other modifications made thereto.

1.32 “ Qualifying Studio” means Sony Pictures Entertainment, Paramount Pictures, Twentieth Century Fox, Universal Studios, Metro-Goldwyn-Mayer, Lionsgate, The Walt Disney Company, The Weinstein Company and Warner Bros., and any of their respective affiliates licensing video-on-demand rights in the applicable Territory.

1.33 “Security Solution” shall mean the Windows Media DRM 10 (or a derivative or successor version of Windows Media DRM 10 that provides a level of robustness equal to or greater than that of the current version of Windows Media DRM 10 (e.g., PlayReady) (“Successor DRM”)), which performs, at a minimum, the operations and functions applicable to the Security Solution described in Schedule C hereto. Licensee shall be in compliance with all applicable Windows Media DRM 10 or Successor DRM, as applicable, compliance and robustness rules. The Security Solution may be modified by Licensee in its discretion from time to time; provided that the modified Security Solution provides a level of robustness equal to or greater than the current version of Windows Media DRM 10 and provided further that the Security Solution shall be no less robust than the DRM utilized by Licensee with respect to other motion picture content made available via the Licensed Service on an VOD basis under terms and conditions similar to those provided for hereunder (e.g., availability window).

1.34 “SPE Entity” shall mean any entity directly or indirectly owned and Controlled by Licensor or Sony Pictures Entertainment Inc.

1.35 “Standard Definition” or “SD” shall mean (a) for NTSC, any resolution equal to or less than 480 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution) and (b) for PAL, any resolution equal to or less than 579 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution). 1.36 “Streaming” shall mean the transmission of a digital file containing audio-visual content from a remote source for viewing concurrently with its transmission, which file may not be stored or retained (except for temporary caching or buffering) for viewing at a later time. 1.37 “ Successful Delivery” shall mean the successful initial Transmission via the Licensed Service to a Customer’s Approved Device of an Included Program in its entirety and the license key issued by Licensee to such Customer for authorization to view such Included Program. 1.38 [“Tablet” shall mean an individually addressed and addressable IP-enabled portable device with a hard drive, internal keyboard and touch screen, designed for multiple office and other applications using a silicon chip/microprocessor architecture. “Tablet” shall not include Zunes, Personal Computers, game consoles (including Xbox Consoles), set-top-boxes, portable media devices, PDAs or mobile phones.] [Spencer/Tim/Mitch: Please review and comment on this definition.]

-5- 0cda5fbcef954df12007c42941e464e2.doc 1.39 “Technical Credits” shall mean any credits granted in good faith by Licensee to a Customer (any single credit to a Customer shall be in an amount not to exceed the Actual Retail Price charged to such Customer for the corresponding Included Program) in connection with a Customer Transaction for which the applicable Included Program was not Successfully Delivered to such Customer as a result of a substantiated technical problem. 1.40 “Territory” shall mean the country(ies) and/or other geographic areas set forth in the applicable Exhibit. 1.41 “ Transmit” shall mean transmit, download, stream, perform, distribute and/or otherwise deliver. “Transmitted” and “Transmission” shall have correlative meanings. 1.42 “ Usage Rules” shall mean the content usage rules applicable to Included Programs available on the Licensed Service. The current Usage Rules are set forth in the attached Schedule F. Licensee may change the Usage Rules from time to time during the Term. Licensee shall give Licensor a minimum of seventy-five (75) days prior written notice of any change to the Usage Rules and if such changed Usage Rules are less restrictive than the Usage Rules then currently in effect, Licensor shall have the right to terminate this Agreement on written notice to Licensee within sixty (60) days of Licensor’s receipt of written notice from Licensee of such changed Usage Rules.

1.43 “VCR Functionality” shall mean the capability of a Customer to perform any or all of the following functions with respect to the exhibition of an Included Program: stop, start pause, play, rewind and fast forward. VCR Functionality shall not include recording capability. 1.44 “Video-On-Demand” or “VOD” shall mean the delivery (which in the case of Licensee’s rights hereunder shall be point-to-point delivery) of a single program to a viewer in response to the request of a viewer (a) for which the viewer pays a per-transaction fee solely for the privilege of viewing each separate exhibition of such program over a limited viewing period (which in the case of Licensee hereunder shall not exceed the Viewing Period) or multiple exhibitions of such program, each commencing during such limited viewing period (which in the case of Licensee hereunder shall not exceed the Viewing Period), which fee is unaffected in any way by the purchase of other programs, products or services, but not referring to any fee in the nature of an equipment rental or purchase fee; and (b) the exhibition start time of which is at a time specified by the viewer in its discretion. With respect to Licensee’s rights hereunder, neither the fact that a single program may be delivered so that it is coincidentally received by more than one viewer nor Licensee’s distribution or transmission of Included Programs utilizing approved “peer-to-peer” file sharing technology shall render such delivery to be other than “point-to-point” (“peer-to-peer” file sharing technology shall be deemed approved if the “peer- to-peer” network used for such purpose (x) is at all times a closed delivery system controlled by Licensee, and (y) does not import or protect content from untrusted sources). “Video-On- Demand” shall not include operating on a subscription basis (including, without limitation, so- called “subscription video-on-demand”) or a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate video- on-demand charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have

-6- 0cda5fbcef954df12007c42941e464e2.doc available for reception such program), nor shall “Video-On-Demand” include, without limitation, pay-per-view, so-called electronic sell through, Home Theater, manufacture-on- demand or retail location-based download on demand (e.g., download via in-store kiosks), home video, premium pay television, basic television or free broadcast television exhibition.

1.45 “ Viewing Period” with respect to each Customer Transaction in a Territory, shall mean the time period (a) commencing at the time the Customer is initially technically enabled to view such Included Program but in no event earlier than its Availability Date, and (b) ending no later than the earlier of (i) forty-eight (48) hours after the Customer first commences viewing such Included Program, (ii) thirty (30) days after the time the Customer is initially technically enabled to view such Included Program, and (iii) the expiration of the License Period for such Included Program; provided, however with respect to subpart (i) above, if as a result of a Bandwidth Test, a Customer does not continue to view a Streamed Transmission of such Included Program and Electronically Downloads such Included Program, such forty-eight (48) hour period shall commence after such Customer has commenced playback of the Electronically Downloaded copy of such Included Program. Notwithstanding the foregoing, a single Video- On-Demand exhibition that commences prior to the end of the Included Program’s License Period may play-off for the uninterrupted duration of the Included Program even if the play-off continues past the end of its License Period. [AS DISCUSSED, A FEW OF THE TERRITORIES COVERED UNDER THIS AGREEMENT WILL HAVE A VIEWING PERIOD THAT IS LESS THAN 48 HOURS (I.E., U.S.) OR MORE THAN 48 HOURS (I.E., JAPAN) – TO BE DEALT WITH IN EACH EXHIBIT.] 1.46 “ Viral Distribution” shall mean the retransmission and/or redistribution of an Included Program, either by the Licensee or by the Customer, by any method, including, but not limited to “peer-to-peer” file sharing as such practice is commonly understood in the online context. Notwithstanding the foregoing, Licensee’s distribution or transmission of Included Programs utilizing “peer-to-peer” file sharing technology shall not be deemed Viral Distribution hereunder; provided, that the “peer-to-peer” network used for such purpose (a) is at all times a closed delivery system controlled by Licensee, and (b) does not import or protect content from untrusted sources. 1.47 “ Xbox Consoles” shall mean Microsoft’s Xbox 360 consoles commercially available as of the Effective Date together with any removable or external hard drives and memory units that may be connected (whether by wire or wireless methods) thereto. In addition, Xbox Consoles may include any Microsoft-branded game console that is commercially released after the Effective Date as a successor to the current Xbox 360 console. 1.48 “ Zune-branded” shall mean branded “Zune” or any successor brand. [Spencer/Tim/Mitch: This term appears in the definition of “Zune” below. Please let me know if you are okay with “or any successor brand.”] 1.49 “ Zunes” shall mean Microsoft’s Zune-branded portable devices and any successor portable devices thereto, and any other consumer electronic devices (including, without limitation, mobile phones) that run Zune-branded applications. “Zunes” shall not include, without limitation, Xbox Consoles or personal computers.

-7- 0cda5fbcef954df12007c42941e464e2.doc 2. LICENSE. 2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non- exclusive, non-transferable license to Transmit on the terms and conditions set forth herein each Included Program on a Video-On-Demand basis during its License Period solely in the Licensed Language on the Licensed Service to Customers in the applicable Territory, delivered by the Approved Transmission Means in the Approved Format, for reception as a Personal Use on an Approved Device and exhibition during such Included Program’s Viewing Period on such Approved Device’s associated television set or video monitor, in accordance with the Usage Rules and subject at all times to the Content Protection Requirements and Obligations set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality and Party Mode. Licensee shall also have the right to allow any Customers to order the delivery of Included Programs from Licensee’s websites to Approved Devices via the Licensed Service for viewing in accordance with the terms hereof. The rights granted herein do not include the right of Licensee to sub-distribute, sublicense, co-brand, syndicate or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store) or power (e.g., “Yahoo! Video Store powered by Xbox 360”) the Included Programs without Licensor’s prior written approval. 2.2 With respect to each Territory, 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 the Effective Date (or such later date as may be set forth in the Exhibit for such Territory) and shall terminate on the date twelve (12) months after the Effective Date (“Initial Avail Term”). Thereafter, the Initial Avail Term for each Territory may be extended for one (1) additional 12-month period (“Extension Period”) by mutual written agreement of the parties prior to the expiration of the Initial Avail Term. The Initial Avail Term and the Extension Period, if any, shall each be an “Avail Term” with respect to the applicable Territory. It is acknowledged that the License Period for each Included Program for the applicable Territory may expire after the end of the Initial Avail Term (or, if the Initial Avail Term is extended pursuant to this Section 2.2, after the end of the Extension Period). 2.3 Term. The “Term” of this Agreement shall commence on the Effective Date and shall expire on the earlier to occur of (a) the last day of the last License Period for any Included Program in any Territory to expire hereunder or (b) the earlier termination of this Agreement in accordance with the terms hereof. 2.4 In addition, the termination or expiration of the Term, Avail Term or any License Period, howsoever occasioned, shall not affect any of the provisions of this Agreement which are expressly or by implication to come into or continue in force after such termination or expiration. 3. LICENSING COMMITMENT/LICENSE PERIOD. 3.1 Commitment. With respect to each Territory, during each Avail Term therefor, Licensee shall license from Licensor as Included Programs hereunder for each Territory the following: (a) at least ninety percent (90%) of all Current Films with an Availability Date in such Territory during such Avail Term, and (b) a sufficient number of Library Films to ensure that at least thirty-five (35) Library Films are made available on the Licensed Service in such Territory at any given time during such Avail Term (“Minimum Licensing Commitment”). Notwithstanding the Minimum Licensing Commitment set forth herein, Licensee shall in no -8- 0cda5fbcef954df12007c42941e464e2.doc event be required (i) to make available on the Licensed Service in any Territory more than fifteen (15) Library Films prior to the date sixty (60) days after the commencement of the applicable Avail Term, or more than thirty-five (35) Library Films prior to the date ninety (90) days after the commencement of the applicable Avail Term, (ii) to license any Current Films (including DTVs) or Library Films that are rated more restrictively than “R” (or the equivalent rating in the applicable Territory) or are unrated by the MPAA (or the applicable ratings body in the applicable Territory) or are otherwise restricted in the Territory, or (iii) to license any Current Films (including DTVs) or Library Films that are not originally produced in the English language. [Jamie, Richard: Please confirm agreeing to subsection (iii) is okay with respect to your respective territories] For clarity, with respect to each Territory, Licensee shall have the option to license additional Current Films and/or Library Films beyond the Minimum Licensing Commitment by selecting such additional films from the Current Avail Lists and/or the Library Avail List, as applicable, provided by Licensor for such Territory pursuant to Section 3.2 below. Notwithstanding anything to the contrary herein, in the event that the Initial Avail Term for a Territory is less than twelve (12) months, any maximums or minimums applicable to Licensee for such Territory shall be adjusted upon the parties’ mutual agreement. 3.2 Selection. 3.2.1 Current Films. With respect to each Territory, Licensor shall make all Current Films available for licensing hereunder for the applicable Territory. Licensor shall timely notify Licensee of each Current Film’s Availability Date, License Period and available resolutions (e.g., HD, SD) in the applicable Territory (each such notification, a “Current Avail Notice”). If Licensee wishes not to license any particular Current Film(s) listed in a Current Avail Notice with respect to such Territory, Licensee shall so notify Licensor in writing within thirty (30) days after Licensee’s receipt of the Current Avail Notice for such Current Film(s). For clarity, the foregoing shall not limit in any manner whatsoever Licensee’s obligation to license the Minimum Licensing Commitment with respect to Current Films in accordance with Section 3.1 above. 3.2.2 Library Films. Licensor shall provide Licensee prior to the Effective Date an availability list setting forth the Library Films available for licensing hereunder during each Avail Term in the applicable Territory, together with such Library Film’s Availability Date, License Period and available resolutions in such Territory (“Library Avail List”). Licensee shall notify Licensor in writing within thirty (30) days after Licensee’s receipt of the Library Avail List of those Library Films that Licensee has selected to license as Library Films hereunder in accordance with Section 3.1 above. 3.3 Availability Date. The Availability Date for each Included Program shall be determined by Licensor in its sole discretion, provided, however, that the Availability Date for each Current Film shall be no later than the date on or after such Current Film’s applicable Home Video Street Date on which Licensor or any other SPE Entity first makes such Current Film available to any Other Distributor for VOD distribution in the applicable Territory. Notwithstanding the foregoing, Licensor may elect, in its sole discretion, to delay the Availability Date of up to ten percent (10%) (the “Applicable Percentage”) of the Current Films licensed hereunder in each Territory to provide for exclusive early distribution (i.e., distribution prior to the applicable Availability Date hereunder) through a single Other Distributor on a one- off basis for VOD distribution in such Territory (“Earlier Avail Title”); provided, that: (a) the -9- 0cda5fbcef954df12007c42941e464e2.doc foregoing shall not be used to frustrate the purposes of this Agreement, and, in each such case, the Availability Date for such Current Film shall be no later than the date on which Licensor or any other SPE Entity makes such Current Film available to any other Other Distributor (i.e., on a non-exclusive basis) for VOD distribution in such Territory; (b) Licensee shall not be required to carry any such Earlier Avail Title in the applicable Territory; and (c) in the event that such single Other Distributor is not an Affiliate of Licensor, the Applicable Percentage shall be five percent (5%), and no such Earlier Avail Title may have a North American box office of greater than Seventy-Five Million dollars ($75,000,000). [Matt/Jamie/Richard: Do we mean to limit ourselves to just one VOD partner with whom to do all of the up to 10% (or 5%) early exclusives? Under our current agreement, we can do up to 10% early exclusives with any VOD partner so long as it’s just one partner per picture.] 3.4 License Period. The License Period for each Included Program shall commence on its Availability Date and shall expire on the date established by Licensor in its sole discretion; provided, that (a) the License Period for each Current Film shall be at least sixty (60) days in duration and shall end no earlier than the latest date that such Current Film is authorized to be made available by any Other Distributor on a VOD basis in the applicable Territory and (b) Licensee shall in no event be required to make any Included Program available on the Licensed Service in any Territory for a period of longer than one (1) year after its Availability Date. 3.5 High Definition. 3.5.1 Unless otherwise authorized by Licensor in writing, Licensee shall distribute the Included Programs in Standard Definition resolution. Licensor may, in its sole discretion, authorize Licensee to distribute specific Included Programs in High Definition resolution by providing Licensee with written notice of which Included Programs are available for distribution in High Definition (which notice may be given in the Current Avail Notice or Library Avail List, as applicable, for such Included Program). 3.5.2 Notwithstanding anything to the contrary in Section 3.5.1 above, Licensor shall authorize Licensee to Transmit in High Definition resolution in the applicable Territory each and any Current Film and/or Library Film that Licensor or any other SPE Entity makes available to any Other Distributor for distribution in High Definition resolution on a VOD basis in such Territory. For clarity, this Section 3.5.2 shall not in any way be deemed to limit Licensor’s right to delay the Availability Date of up to 10% of Current Films hereunder in order to provide for earlier exclusive distribution through an Other Distributor, as more particularly provided in Section 3.3 of the Principal Terms. 3.6 Percentage Calculation. For purposes of determining the number of Current Films to which the ten percent (10%) applies pursuant to Section 3.3, any partial number of 0.5 or greater shall be rounded up and any partial number of less than 0.5 shall be rounded down (e.g., assuming thirty seven (37) Current Films, ten percent (10%) of such Current Films would be deemed to be four (4) Current Films). 3.7 Free-On-Demand. If Licensor makes any Current Film licensed hereunder available for free-on-demand exhibition [on a non-promotional or non-advertiser supported basis], in the Territory prior to its Availability Date (“Early FOD Exhibition”), each such Current Film shall be deemed an Earlier Avail Title hereunder and shall count against the Applicable Percentage allowance set forth in Section 3.3. Licensor shall provide Licensee with written notice prior to -10- 0cda5fbcef954df12007c42941e464e2.doc its Availability Date of each Current Film made available for Early FOD Exhibition or for free- on-demand exhibition in the Territory at any time during its License Period (which disclosure shall be treated as confidential hereunder). [Matt, Jamie, Richard: Consider whether we want to carve out promotional FOD exhibitions (e.g., current PlayStation situation, BIVL/Hancock offer) and/or ad-supported FOD exhibitions.] 4. PROGRAMMING.

4.1 Except as otherwise provided herein, all Included Programs shall be made continuously available on the Licensed Service during their respective License Periods.

4.2 Promotional Previews. For each Included Program, Licensee shall have the right to use Promotional Previews on the Licensed Service in accordance with Schedule A, Article 12.1, subject to any contractual restrictions binding upon Licensor of which Licensor notifies Licensee prior to delivery of such Included Program. Notwithstanding anything to the contrary herein, in the event that any guild, union, or collective bargaining agreements to which Licensor or its Affiliates is or becomes a party requires a maximum duration for video clips that is shorter than the Maximum Preview Duration in order to avoid a residual, reuse or other fee in connection therewith, Licensor shall so notify Licensee in writing and Licensee shall either (i) shorten the duration of each Promotional Preview on the Licensed Service in accordance with the terms of the notice (“Revised Preview Duration”) as soon as reasonably possible, but in no event longer than five (5) Business Days after receipt of such notice, or (ii) cease using Promotional Previews hereunder. Notwithstanding anything to the contrary herein, Licensor shall have the right to terminate (a) Licensee’s right to use a particular Promotional Preview for a particular Included Program in the applicable Territory on a case-by-case basis if Licensor reasonably believes that such Promotional Preview is in violation of the guidelines of the applicable ratings body in the applicable Territory for previews or may violate the terms of any of Licensor’s agreements with, or may adversely affect Licensor’s material relations with, any third party referred to in Article 6.1(iii) of Schedule A, provided, that (i) Licensor terminates all Other Distributors’ right to use such Promotional Preview for such Included Program in such Territory and (ii) Licensor promptly makes available to Licensee as a substitute for such Promotional Preview a promotional clip for such Included Program cleared for use by Licensee in such Territory hereunder, and (b) Licensee’s general right to use Promotional Previews under this Agreement in the applicable Territory if Licensor withdraws such general right from all Other Distributors in such Territory. Licensor shall give Licensee written notice of any such termination, in which event Licensee shall cease using the applicable Promotional Preview(s) within five (5) Business Days after receipt of such notice.

4.3 Ratings. With respect to each Territory, see applicable Exhibit.

5. LICENSE FEE; PAYMENT. Licensee shall pay to Licensor the “License Fee” determined in accordance with this Article 5. The License Fee and payment specified herein is exclusive of and not reduced by any tax, levy or charge, the payment of which shall be the responsibility of Licensee. 5.1 Per Program License Fee. For each Included Program during its License Period, the “Per-Program License Fee” shall be calculated as the aggregate total of (x) each and every -11- 0cda5fbcef954df12007c42941e464e2.doc Customer Transaction, multiplied by (y) the Licensor’s Share, multiplied by (z) the greater of Actual Retail Price and Deemed Retail Price applicable to such Customer Transaction; provided, however, that Licensee shall be permitted to deduct from the number of Customer Transactions included in the foregoing calculation Customer Transactions representing Technical Credits, subject to a cap of one percent (1%) of the total number of Customer Transactions per calendar quarter. For clarity, documentation with respect to Technical Credits shall be subject to audit by Licensor as part of its audit rights hereunder. 5.1.1 With respect to each Territory, “Deemed Retail Price” for each Included Program shall be as set forth in the applicable Exhibit. 5.1.2 With respect to each Territory, “Licensor’s Share” for each Included Program shall be as set forth in the applicable Exhibit. 5.2 Payment. Per-Program License Fees shall be calculated for all Customer Transactions occurring in each Territory during each calendar month of the Term and shall be paid to Licensor no later than thirty (30) days after the end of the month in which such Per- Program License Fees are accrued, as more particularly provided in Article 7 of Schedule A.

5.3 Reporting. Licensee shall provide Licensor (or Licensor’s third party designee pursuant to Article 16.2 of Schedule A) with, or provide Licensor (or Licensor’s third party designee pursuant to Article 16.2 of Schedule A) with access to, the following reports for each Territory in a form and manner consistent with Licensee’s standard business practices with respect to the Licensed Service:

5.3.1 A monthly report for each month of the Term within thirty (30) days following the last day of the applicable month containing the following information for such month: (i) the title and resolution (e.g., HD/SD) of each Included Program, (ii) ISAN (if provided by Licensor); (iii) the number of Customer Transactions for such Included Program during such month and the dates on which they occurred; (iv) the Actual Retail Price charged for such Included Program during such month; and (v) calculation of the applicable payment due to Licensor for such month (including calculations supporting the conversion of local currency amounts into U.S. dollars in accordance with Article 7.2 of Schedule A, as applicable, and the Customer Transactions representing Technical Credits); and

5.3.2 A daily report during the Term containing the following information for each Included Program: (i) the title and resolution (e.g., HD/SD) thereof; (ii) ISAN (if provided by Licensor); (iii) the number of Customer Transactions for such Included Program for such day; and (iv) the Actual Retail Price charged for such Included Program in such day. Failure to deliver any such daily report due to a technical issue shall not be a breach of this Agreement; provided, however, that Licensee shall use commercially reasonable efforts to promptly resolve such technical issue.

6. NOTICES. All notices shall be sent as set forth in Schedule A, Article 22. 7. REMAINING TERMS. The remaining terms and conditions of this Agreement are set forth in Schedule A through Schedule F, attached hereto and by this reference incorporated herein. In the event of a conflict between any of the terms of these Principal Terms and any -12- 0cda5fbcef954df12007c42941e464e2.doc term in Schedule A through Schedule F, these Principal Terms shall control over the inconsistent term(s) in Schedule A through Schedule F. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CULVER DIGITAL DISTRIBUTION INC. MICROSOFT CORPORATION

By: ______By: ______

Its: ______Its: ______

-13- 0cda5fbcef954df12007c42941e464e2.doc SCHEDULE A

STANDARD TERMS AND CONDITIONS

The following are the standard terms and conditions governing the license set forth in the Agreement to which this Schedule A is attached. 1. DEFINITIONS 1.1 “Accountant” shall mean any independent certified public accountant selected by Licensor and approved by Licensee (such approval not to be unreasonably withheld), it being understood that Licensee hereby pre-approves any of the so-called “Big-Four” accounting firms. 1.2 “Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) any day on which banks in Los Angeles, California or the capital city of the applicable Territory are closed or authorized to be closed. 1.3 “Customer Selected Overlays” shall mean any overlays on the audio/visual playback of Licensor Content, including, without limitation, Licensed Service-related “alerts” (which may include announcements for gaming events, gaming tournaments or contests, verification of a Successful Delivery and other matters), which are selected by the Customer and/or which the Customer may opt out of receiving. 1.4 “ Delivery Date” shall mean with respect to each Included Program for a Territory, the date by which Licensor shall deliver or make available all delivery items required to be delivered or made available to Licensee hereunder, which date shall be as soon as reasonably practicable prior to such Included Program’s Availability Date in such Territory but in no event later than thirty (30) days prior to its Availability Date in such Territory. 1.5 “ DVR Functionality Tool Bar” shall mean a tool bar providing for the capability of the Customer to perform VCR Functionality (and possibly other functions) in connection with the playback of an Included Program. 1.6 “ 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, any governmental action, nationalization, expropriation, confiscation, seizure, allocation, embargo, prohibition of import or export of goods or products, regulation, order or restriction (whether foreign, federal or state), war (whether or not declared), civil commotion, disobedience or unrest, insurrection, public strike, riot or revolution, fire, flood, drought, other natural calamity, damage or destruction to plant and/or equipment, or any other like accident, condition, cause, contingency or circumstance (including without limitation, acts of God within or without the United States and/or the applicable Territory(ies)), but shall not include an inability to pay for whatever reason. 1.7 “Security Breach” shall mean a compromise of the security of the Included Programs on Licensee’s or its contractor’s servers, or a severe, systemic breach or violation of the Security Solution or the Usage Rules, in either case resulting in the widespread ability of users in the applicable Territory without technical proficiency to access the Included Programs (e.g., resulting in the Included Programs becoming publicly available on the Internet without use of a user name/password) in (a) an unencrypted form or (b) an encrypted form in violation of the Usage Rules (e.g., a hack that results in keys being cloned). 1.8 “ Territorial Breach” shall mean a Security Breach that results in any of the Included Programs being delivered to a substantial number of persons outside the applicable Territory. 2. RESTRICTIONS ON LICENSE. 2.1 Licensee agrees that without the specific written consent of Licensor or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part; (b) Licensee shall not Transmit any Included Program to anyone other than for a Personal Use; (c) Licensee shall not Transmit any Included Program other than as set forth at Section 2.1 and Section 3.5 of the Principal Terms; and (d) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein . 2.2 Licensor acknowledges that Licensee may use third party independent contractors or other third parties to deliver its services (“Third Party Contractors”) and such use shall not be deemed a breach hereof; provided, that Licensee shall not be relieved of any of its obligations under this Agreement as a result of such use. Licensee shall

A-1 0cda5fbcef954df12007c42941e464e2.doc be responsible for ensuring that all Third Party Contractors comply with the terms of this Agreement when performing services related to this Agreement and any act or omission by such Third Party Contractors that would be a breach of this Agreement if done or failed to be done by Licensee shall be deemed to be a breach of this Agreement by Licensee. 2.3 Licensee shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent. Licensee shall not charge any club fees, access fees, monthly service fees or similar periodic fees (whether direct or indirect) for the privilege of being able to view the Included Programs on a Video-On-Demand basis on the Licensed Service. 3. TERMS OF SERVICE. Without limiting any other obligation of Licensee hereunder, prior to making an Included Program available hereunder, Licensee shall (i) provide notice of the terms and conditions pursuant to which Customer may use the Licensed Service and receive Included Programs (“Terms of Service” or “TOS”) and (ii) include provisions in the TOS governing Customer usage of Included Programs made available hereunder that are consistent with the terms and conditions of this Agreement, including, without limitation, the Usage Rules. In addition, with respect to all Included Programs distributed by Licensee pursuant to this Agreement, Licensee shall display in the file attributes, “Properties” or similar summary information screen for each Included Program, the following anti-piracy warning: (i) in the U.S., “CRIMINAL COPYRIGHT INFRINGEMENT IS THEFT. IT IS INVESTIGATED BY FEDERAL LAW ENFORCEMENT AGENCIES AT THE NATIONAL IPR COORDINATION CENTER INCLUDING HOMELAND SECURITY INVESTIGATIONS AND IS PUNISHABLE BY UP TO 5 YEARS IN PRISON AND A FINE OF $250,000;” and (ii) in Territories outside of the United States “ANTI-PIRACY WARNING: THE UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THIS COPYRIGHTED WORK IS ILLEGAL” or such other anti-piracy warning as required in such Territory. 4. RESERVATION OF RIGHTS. All licenses, rights and interest in, to and with respect to the Included Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee, including, without limitation, theatrical, non-theatrical, Home Theater, home video, pay- per-view, sell-through, pay television, basic television, free broadcast television, high definition television (except to the extent expressly granted herein), subscription-video-on demand, and any so-called PVR or “personal video recorder” rights, shall be and are specifically and entirely reserved by and for Licensor. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that (a) Licensee has no right in the Included Programs or the images or sound embodied therein, other than the right to Transmit, advertise, publicize and promote the Included Programs in strict accordance with the terms and conditions set forth in this Agreement; (b) this Agreement shall neither grant to Licensee or any other person or entity any right, title or interest in or to the copyright or any other right in the Included Programs, nor grant any ownership or other proprietary interests in the Included Programs; and (c) Licensor retains the right to fully exploit the Included Programs and Licensor’s rights in the Included Program’s without limitation or holdback of any kind, whether or not competitive with Licensee except as otherwise provided pursuant to Article 6 below. 5. ADULT PROGRAMMING/CLASSIFICATION. 5.1 Notwithstanding anything contained herein to the contrary, Licensee agrees that (i) no Adult Program shall be exhibited, promoted or listed on the same screen of the Licensed Service (other than the home page of the Licensed Service, which may contain a textual link with a section of the user interface exhibiting, promoting or listing Adult Programs) on which an Included Program is promoted or listed and (ii) no Adult Program will be classified within the same genre/category as any Included Program. If Licensee violates the terms of this Article 5.1 with respect to the Included Programs, then as Licensee’s sole obligation and Licensor’s sole remedy, if such Adult Program is X-rated (or the equivalent rating in the applicable Territory) (or if unrated, would likely have received an X rating (or the equivalent rating in the applicable Territory) if it had been submitted to the MPAA (or the applicable ratings body in the applicable Territory) for rating), Licensor shall have the right to cause Licensee to remove such Adult Program; or, if such Adult Program is not X-rated (or the equivalent rating in the applicable Territory) (or if unrated, would likely not have received an X rating (or the equivalent rating in the applicable Territory) if it had been submitted to the MPAA (or the applicable ratings body in the applicable Territory) for rating), Licensor shall have the right to cause Licensee to either remove the Included Programs or the Adult Program (as Licensee shall determine), in either case within two (2) Business Days of Licensee’s receipt of Licensor’s written request for such removal. As used herein, “Adult Program” shall mean any motion picture or related promotional content that has either been rated NC-17

A-2 0cda5fbcef954df12007c42941e464e2.doc (or the equivalent rating in the applicable Territory) or successor rating (or if unrated would likely have received an NC-17 rating (or the equivalent rating in the applicable Territory) if it had been submitted to the MPAA (or the applicable ratings body in the applicable Territory) for rating (other than a title released by a Qualifying Studio or a title otherwise deemed not to be an Adult Program by Licensor in its sole discretion)) or X (or the equivalent rating in the applicable Territory) (or if unrated, would likely have received an X rating (or the equivalent rating in the applicable Territory) if it had been submitted to the MPAA (or applicable ratings body in the applicable Territory) for rating). Notwithstanding anything herein to the contrary, the restrictions set forth in this Article 5.1 shall apply to editorial action by Licensee and neither independent actions taken by an end user (e.g., viewer search results, playlists, “favorites,” gamer tags, wallpaper, themes, instant messaging, etc.) nor any algorithmically generated placements over which Licensee has no editorial control shall be deemed to cause a violation of this Article 5.1. For example, the listing of an Included Program in an algorithmically generated list on the same screen of the Licensed Service on which an Adult Program is exhibited, promoted or listed shall not violate this Article 5.1. 5.2 Licensee shall notify Licensor of the various genres/categories (e.g., drama, comedy, horror, suspense, romance, etc.), in which programs will generally be classified on the Licensed Service and shall use reasonable efforts to notify Licensor before it modifies, adds to or removes any such genres/categories. Licensor shall designate in the metadata to be delivered hereunder one genre/category in which each Included Program is to be included from among the available genres/categories. In addition, Licensee may include an Included Program in additional genres/categories, provided Licensee has given Licensor prior notice thereof and Licensor does not object. Further, Licensee shall not categorize Included Programs within genres in a derogatory or grossly inappropriate manner. 6. WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service in the applicable Territory if, (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that

A-3 0cda5fbcef954df12007c42941e464e2.doc occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program. 6.2 Notwithstanding anything herein to the contrary, Licensee shall have the right to reject or withdraw from the Licensed Service in the applicable Territory any Included Program but only pursuant to the following conditions: (i) Licensee reasonably believes that the availability of such Included Program on the Licensed Service violates the standards or guidelines of Licensee relating to pornography, obscenity or cultural, racial/ethnic or religious sensitivity (consistently applied to all motion pictures made available via the Licensed Service on a VOD basis), (ii) due to a widespread public controversy, (iii) such Included Program is subject to a pending or threatened claim or other legal considerations reasonably likely to result in a claim, or (iv) Licensee reasonably believes that the availability of such Included Program on the Licensed Service in a particular Territory but not in another country and/or geographic area violates any law, ordinance, rule or regulation applicable to such Territory. In the event that Licensee rejects or withdraws from the Licensed Service any Included Program pursuant to this Article 6.2, Licensee shall advise Licensor thereof in a written notice stating the specific reasons for any such rejection or withdrawal and Licensee shall discuss the replacement of such Included Program on the Licensed Service with a mutually agreeable substitute program. 7. PAYMENT.

7.1 All payments due to Licensor hereunder with respect to each Territory shall be made in U.S. Dollars either (a) by wire transfer or electronically via the automated clearing house method to Licensor as follows: 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 Account Address: Culver City, California Reference: Microsoft VOD License Fees or (b) by corporate check or cashier’s check sent to Licensor in immediately available funds as follows: c/o Culver Digital Distribution Inc., Dept. 1101, P.O. Box 121101, Dallas, Texas 74312-1101; Reference: Microsoft International VOD License Fees.

7.2 With respect to any Territory (a) for which the applicable Exhibit specifies a Deemed Retail Price in a currency other than U.S. Dollars, or (b) in which the Actual Retail Price payable by a Customer is in a currency other than U.S. Dollars, Licensee shall remit payment in U.S. Dollars under Article 7.1 to the applicable account in accordance with the following: 7.2.1 Per-Program License Fees payable for any calendar month ending prior to July 1, 2011 shall be converted into U.S. Dollars, by applying the closing spot rate for such other currency reported by the London Financial Times for the last Wednesday of the calendar month in which the Customer Transaction giving rise to such Per-Program License Fees occurred. By way of example, and not by limitation, the applicable exchange rate for Per-Program License Fees payable for Customer Transactions occurring in May 2011 (and that are due and payable no later than thirty (30) days after May 31, 2011) shall be the closing spot rate for such other currency reported by the London Financial Times on May 25, 2011. 7.2.2 Per-Program License Fees payable for any calendar month ending after July 1, 2011 shall be converted into U.S. Dollars, by applying the closing spot rate for such other currency reported by the London Financial Times for the second-to-last business day of the calendar month in which the Customer Transaction giving rise to such Per-Program License Fees occurred. By way of example, and not by limitation, the applicable exchange rate for Per-Program License Fees payable for Customer Transactions occurring in July 2011 (and that are due and

A-4 0cda5fbcef954df12007c42941e464e2.doc payable no later than thirty (30) days after July 31, 2011) shall be the closing spot rate for such other currency reported by the London Financial Times on July 28, 2011. 8. PHYSICAL MATERIALS AND TAXES.

8.1 On or prior to the Delivery Date for each Included Program, Licensor shall deliver or make available to Licensee or Licensee’s designee: (i) either a videotape or a mezzanine file of such Included Program (each a “Copy”) and a trailer for such Included Program (it being understood by Licensee that there may be limited instances where Licensor will not be able to provide a cleared trailer for an Included Program, in which case, notwithstanding anything to the contrary in this Agreement, Licensee shall have the option not to license such Included Program), each in accordance with the specifications set forth on the attached Schedule D (“Approved Specifications”), (ii) together with metadata for such Included Program in accordance with the attached Schedule E and (iii) all other Advertising Materials (as defined at Schedule A, Article 12.1) for such Included Program, to the extent such Advertising Materials are cleared and available ((i) through (iii), collectively, “Program Materials”). Licensor shall be responsible for all costs and expenses of delivery of Program Materials (or otherwise making Included Programs and Program Materials available as provided hereunder) for each Territory, except as expressly set forth in this Article 8 or in the applicable Exhibit. Licensee shall have the right to inspect each Copy delivered or made available hereunder and shall have the right reject any Copies which are not of acceptable technical quality because of failure to meet Licensee’s reasonable customary standards of technical quality for the Licensed Service in the applicable Territory by notifying Licensor thereof (together with a reasonably detailed description of such failure), and shall use reasonable efforts to notify Licensor thereof within fifteen (15) days of such Copy being delivered or made available to Licensee. If Licensee rejects any Copies or trailers pursuant to the above, Licensor shall promptly replace such rejected Copies and/or trailers, as applicable, until such delivery items are technically acceptable. Notwithstanding anything to the contrary contained herein, Licensee shall have the right, but not the obligation, to edit or modify metadata in order to correct errors, and in the event Licensee exercises such right, Licensee shall notify Licensor in writing thereof; provided that an occasional inadvertent failure to so notify Licensor shall not be a breach of this Agreement. If Licensor disagrees with any of Licensee’s corrections, Licensor may notify Licensee thereof, in which case the parties shall work together in good faith to resolve such disagreement.

8.2 Licensor may supply a Copy of each Included Program by one of the following means:

8.2.1 Where the Licensed Language with respect to a Territory includes English, and Licensor has previously supplied a Copy for such Included Program in the Approved Specifications under the Video-On-Demand License Agreement, dated October 1, 2009, by and between Licensee and Culver Digital Distribution Inc., Licensee may at Licensor’s discretion (or otherwise in accordance with the Asset Sharing Letter Agreement dated February 15, 2011 between Licensee and Licensor, as the same may be amended and/or supplemented) use the same Copy for the purposes of this Agreement in such Territory.

8.2.2 [Where the Licensed Language with respect to a Territory includes a language other than English, or includes English but no usable Copy with respect to such Territory is available to Licensee pursuant to Article 8.2.1 above, Licensor shall supply a mezzanine file Copy of such Included Program by means of electronic delivery of digital file on the basis that the foregoing materials will be subject to a one-time non-recoupable servicing fee in the amount of [Four Hundred Dollars ($400)] per Copy (“Servicing Fee”). Such Servicing Fee shall be invoiced sixty (60) days prior to the applicable Availability Date. Licensee shall pay the aggregate Servicing Fee for all Included Programs for which Licensee has received full and acceptable delivery during the preceding month no later than fifteen (15) days following the end of such month.] [OPEN – FOR THE U.S. AND CANADA, THE SERVICING FEE WILL BE AS PER THE 2009 AGREEMENT ($150). FOR ALL OTHER TERRITORIES, IT IS TBD.]

8.2.3 Where agreed by Licensor and Licensee, Licensor may supply a Copy for such Included Program by means of laboratory access to a digital file or a video master (as available) by providing Licensee with formal written authorization, specifying all necessary details in order for Licensee to obtain a Copy in the Approved Specifications at Licensee’s own cost.

A-5 0cda5fbcef954df12007c42941e464e2.doc 8.3 As between Licensor and Licensee, Licensee shall, at its sole expense, encode the videotape Copy or transcode the mezzanine file Copy, as applicable, of each Included Program, and wrap such encoded/transcoded file in the Security Solution.

8.4 Within thirty (30) days following the expiration of the Term, Licensee shall at Licensor’s election either return all Copies to Licensor at Licensor’s sole expense or erase or degauss all Copies and Advertising Materials for such Included Program and supply Licensor with a certification of erasure or degaussing of such, signed by a senior encoding manager of Licensee.

8.5 In the event the Agreement is terminated prior to the expiration of the Term for any reason, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule or the license therefore has been terminated pursuant to Article 17.1 of this Schedule, Licensee shall within thirty (30) days of Licensor’s request, either return all Copies to Licensor at Licensor’s sole expense or erase or degauss all Copies and Advertising Materials in its possession and supply Licensor with a certificate of erasure or degaussing of such, signed by a senior encoding manager of Licensee.

8.6 Licensee shall be responsible to collect, bear and pay any and all taxes levied or based upon the licensing, rental, importation, delivery, exhibition, possession, or use hereunder to or by Licensee of the Included Programs or any print, Copy or Program Materials of an Included Program, including, all sales, use, value added, withholding or similar taxes. Licensee is not liable for any of the taxes based on Licensor’s income under this Agreement (including but not limited to net income, gross receipts taxes and/or franchise taxes) and all such taxes shall be the sole financial responsibility of Licensor. Licensee shall pay to Licensor any sales, use, value added or similar taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. Licensee may provide to Licensor a valid exemption certificate in which case Licensor shall not collect the taxes covered by such certificate. If taxes are legally required to be withheld on any amounts otherwise to be paid by Licensee to Licensor, Licensee will deduct such taxes from the amount otherwise owed and pay them to the appropriate taxing authority. Licensee shall secure and deliver to Licensor an official receipt for any such taxes withheld within 30 days of payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. Notwithstanding anything to the contrary herein, Licensee agrees to bear any withholding tax or increase therein occurring solely due to an assignment of the Agreement made by Licensee in accordance with Article 19 of this Schedule A. 8.7 Upon the loss, theft or destruction (other than as required hereunder) of any Copy of an Included Program, Licensee shall promptly furnish Licensor with proof of such a loss, theft or destruction by certification from an authorized person. 8.8 Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly authorized herein, and Licensee shall not authorize any lien, charge, pledge, mortgage or encumbrance to attach thereto. 8.9 In no event shall Licensor be required to deliver or make available any Included Program in any language version other than the Primary Licensed Language version for the applicable Territory. [SONY WILL NEED TO REVIEW EACH EXHIBIT TO SEE WHAT THE “PRIMARY LICENSED LANGUAGE” FOR EACH TERRITORY IS] 9. CONTENT PROTECTION & SECURITY.

9.1 General. Licensee represents and warrants that it has put in place state of the art secure and effective, stringent and robust security systems and technologies to prevent theft, pirating, unauthorized exhibition (including, without limitation, exhibition to non-Customers and exhibition outside the applicable Territory), unauthorized copying or duplication of any video reproduction or compressed digitized copy of any Included Program 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 films licensed from other licensors for distribution on an VOD basis under terms and conditions similar to those provided for hereunder (e.g., availability window, HD/SD, usage model). Licensee

A-6 0cda5fbcef954df12007c42941e464e2.doc shall not authorize any use of any video reproduction or compressed digitized copy of any Included Program for any purpose other than as is expressly permitted herein.

9.2 Suspension Notice. In the event of a Security Breach or Territorial Breach, Licensee shall investigate such breach, violation or compromise promptly after Licensee’s DRM operations group is notified or otherwise becomes aware thereof. If Licensee verifies that such a breach, violation or compromise has occurred, Licensee shall promptly provide notice thereof to Licensor and, if Licensor thereafter requests in writing (a “Suspension Notice”), then promptly, but in no event more than two (2) Business Days, following Licensee’s receipt of such Suspension Notice, Licensee shall temporarily suspend further sales and distribution of the Included Programs affected by such breach, violation or compromise from the Licensed Service until such breach, violation or compromise is resolved or the level of protection that existed prior thereto is otherwise restored (a “Suspension”). Notwithstanding anything contained in this Agreement or otherwise to the contrary, except in the event of a Security Breach or Territorial Breach caused solely by Licensee’s gross negligence, fraud or willful misconduct, this Article 9.2 sets forth Licensee’s sole obligation, and this Article 9.2 and Article 9.3 set forth Licensor’s sole and exclusive rights and remedies, in the event that the security of the Included Programs has been compromised (including, without limitation, in the event of any breach or violation of the Security Solution or the Usage Rules or delivery of Included Programs to persons outside the applicable Territory). The parties shall discuss in good faith ways to address those security compromises that do not otherwise amount to a Security Breach or Territorial Breach hereunder.

9.3 Reinstatement/Termination. For clarity, no period of Suspension shall extend the Term in time, and upon a notice that a Suspension has ended, the Term shall end as otherwise provided in the Agreement unless earlier terminated in accordance with another provision of this Agreement. If more than one Suspension occurs during an Avail Year, or if any single Suspension lasts for a period of six (6) months or more, Licensor shall have the right, but not the obligation, to terminate this Agreement (“Security Breach Termination”) on fifteen (15) days prior written notice of such election to Licensee.

9.4 Content Protection Requirements and Obligations. Licensee shall at all times utilize content protection and DRM standards no less stringent or robust than the standards attached hereto as Schedule C and incorporated herein by this reference.

10. CUTTING, EDITING AND INTERRUPTION. Licensee shall not make, or authorize any others to make, any modifications, deletions, cuts, alterations or additions in or to any Included Program without the prior written consent of Licensor. For the avoidance of doubt, no panning and scanning, time compression or similar modifications shall be permitted. Without limiting the foregoing, Licensee shall not intentionally delete the copyright notice or credits from the main or end title of any Included Program or from any other materials supplied by Licensor hereunder. No exhibitions of any Included Program hereunder shall be interrupted for intermission, commercials or any other similar commercial announcements of any kind. Without limiting Licensee’s right to modify, enhance and supplement the Licensed Service and the functionality thereof, Licensee shall have the right to (i) use framing and/or navigational technology (including, without limitation, the DVR Functionality Tool Bar and the service guide) in connection with the playback by the Customer of any Included Program, (ii) allow Customers to elect to receive from Licensee and/or display any Customer Selected Overlays, (iii) allow Customers to select and display themes and gamer tiles, (iv) use data compression technology in connection with the delivery of the Licensor Content, and (v) afford the Customer the ability to modify the aspect ratio and resolution of Licensor Content during playback thereof; provided, that each of the foregoing is applied consistently to all Other Motion Picture Providers’ motion picture content made available on the Licensed Service on a Video-On-Demand basis. Licensor acknowledges and agrees that such framing and/or navigational technology (including, without limitation, the DVR Functionality Tool Bar and the service guide), Customer Selected Overlays, themes and/or gamer tiles may overlay, underlay, interrupt, dim, modify and/or obscure the playback by the Customer of the audio and/or video of any Licensor Content. Licensee shall also have the right to modify and adapt the advertising and promotional materials provided by Licensor for use on the Licensed Service’s user interface and in all other types of advertising and promotion of the Included Programs to create so-called “fades” currently being used on the Licensed Service; provided, that Licensor shall have the right to terminate Licensee’s right to create such “fades” for a particular Included Program on a case-by-case basis if Licensor reasonably believes that such “fades” will violate the terms of any of Licensor’s agreements with, or may adversely affect Licensor’s material relations with, any third party referred to in Article 6.1(iii) above.

A-7 0cda5fbcef954df12007c42941e464e2.doc 11. MUSIC AND UNDERLYING RIGHTS PAYMENTS.

11.1Subject to Section 11.2 below, as between Licensee and Licensor, Licensor shall be responsible for paying: (a) any and all royalties, fees, residuals, contingent compensation and other amounts to performers, directors, writers, producers, or other third parties related to the use or other exploitation of Licensor Content hereunder, (b) all synchronization and master use fees payable to composers, songwriters, authors, music publishers, artists and record labels of compositions and sound recordings embodied in Licensor Content, for the inclusion of such compositions and sound recordings in the Licensor Content; (c) all buyout fees for the exploitation and reproduction of the Licensor Content, to the full extent that it is legally possible for such rights to be bought out by Licensor in accordance with prevailing industry practice, including fees payable to composers, songwriters, authors, music publishers, artists and record labels of compositions and sound recordings embodied in Licensor Content, except as otherwise required to be paid by Licensee as set forth in Section 11.2 and Section 11.3 below; and (d) all applicable payments that may be required under any collective bargaining agreements, unions and guilds applicable to Licensor or third parties in connection with the sale, distribution, advertising and other permitted exploitation by Licensee of Licensor Content hereunder.

11.2As between Licensee and Licensor, Licensee shall be responsible for clearing and making payments with respect to any communication and distribution to the public of the Licensor Content, including, without limitation, all public performance royalties and mechanical royalties, if any, payable to any organizations that are authorized to collect such royalties in the applicable Territory (“Collecting Societies”) with respect to any musical compositions and/or sound recordings embodied in the Licensor Content, where such clearances and payments arise solely from Licensee’s use of the Licensor Content and to the extent the rights to collect such royalties are vested in and controlled by any Collecting Societies (“Collectively Administered Author’s Rights Payments”); and Licensor makes no representation or warranty with respect to such Collectively Administered Author’s Rights Payments. Licensor shall timely furnish Licensee with music cue sheets setting forth all necessary information regarding the title, composer, publisher and performing rights society affiliation, length of use and type of use of all such music.

11.3Licensor has procured clearance of all relevant rights for the reproduction, communication and distribution to the public of mechanical copies of any music contained in the Licensor Content, to the maximum extent permitted by applicable law and prevailing industry practice, on a “buy out” basis. If Licensee is subject to making payment for mechanical reproduction rights, Licensor will use all commercially reasonable efforts to support Licensee in the position that Licensor has already “bought out,” to the extent permitted by applicable law and prevailing industry practice, any and all rights which are the basis for such payments

12. PROMOTION.

12.1Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, trailers or other materials prepared and provided or made available by Licensor or, if not prepared by Licensor, approved in writing in advance by Licensor (“Advertising Materials”) and, subject to Section 4.2 of the Principal Terms, Promotional Previews, solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the applicable Territory and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in such Territory during the time periods specified in the applicable Exhibit. Licensee shall have the right to create materials and alter any Advertising Materials for use in connection with the advertising, publicity and promotion of the exhibition of any Included Program(s) on the Licensed Service, which materials and alterations shall be subject to Licensor’s prior written approval. Upon submission of any materials or alterations by Licensee, Licensor shall use commercially reasonable efforts to approve or disapprove of their use within five (5) Business Days, but in the event that Licensor fails to approve of their use in writing, such materials or alterations shall be deemed disapproved unless later approved by Licensor in writing.

12.2Licensee shall not promote any Included Program after it is withdrawn from distribution pursuant to Article 6 above.

12.3Licensee agrees that (i) with respect to Advertising Materials used by Licensee in connection with this Article 12, it shall fully comply on a prospective basis within a reasonable period of time with any instructions

A-8 0cda5fbcef954df12007c42941e464e2.doc furnished in writing to Licensee from time to time (including size, prominence and position of Advertising Materials) and imposed on all Other Distributors; (ii) it shall not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs (“Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Licensor and shall be used only as permitted hereunder.

12.4The rights granted in this Article 12 shall be subject to, and Licensee shall comply on a prospective basis within a reasonable period of time with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions binding upon Licensor with respect to the advertising and billing of an Included Program as Licensor may advise Licensee in writing from time to time. In no event shall Licensee be permitted to use any excerpts from an Included Program other than as provided or approved by Licensor, and in no case in excess of two minutes (or such shorter period as Licensor may notify Licensee in writing from time-to-time) in the case of a single continuous sequence, or four minutes in the aggregate from any single Included Program (or such shorter period as Licensor may notify Licensee in writing from time to time); provided that Licensee shall be permitted to use any excerpts provided by Licensor to Licensee regardless of the durational restrictions set forth above.

12.5Appropriate copyright notices, to the extent provided as part of the Advertising Materials, shall at all times accompany all Advertising Materials. Notwithstanding the foregoing, Licensee’s failure to display the appropriate copyright notice with an item of Advertising Material shall not be deemed a breach hereof if, after using commercially reasonable efforts to comply, Licensee determines in good faith and on a non-discriminatory basis vis- à-vis all Other Motion Picture Providers providing motion picture content on a Video-On-Demand basis via the Licensed Service, that such display would be impracticable or impossible due to space constraints or the nature of fades on the Licensed Service user interface.

12.6Promotions of the Included Programs may position Video-On-Demand in a positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise which refer to and promote the Included Programs, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided that Licensee shall be free to promote the bona fide benefits of the Licensed Service (e.g., “No late fees!” or “Order from home!”) without reference to other means of film distribution. 12.7Licensee shall not insert any third-party advertisements (“Advertising”) of any kind preceding (i.e., “pre roll”), following (i.e., “post roll”) or within any Included Program or on any Included Program “buy” screen without Licensor’s prior written consent, which consent may be given or withheld in Licensor’s sole discretion. Notwithstanding the foregoing, Licensor acknowledges and agrees that navigational technology (including any DVR Functionality tool bar and the service guide) and Customer Selected Overlays may contain Advertising provided that such Advertising is not targeted specifically at Licensor Content. For example, Advertisements sent to Customers in instant messages or similar communications that are not Licensee programmed shall not constitute a breach by Licensee of this Article 12.7. 12.8Licensee shall have the right to exercise the rights set forth in Article 12.1 of this Schedule A with respect to each Included Program during the time periods specified below: [AS DISCUSSED, THE TIMING OF PROMOTIONS WILL VARY BY TERRITORY – TO BE DEALT WITH IN EXHIBIT] 12.8.1 Licensee shall have the right to promote on the Licensed Service and otherwise to the general public the upcoming availability of each Included Program during the period starting no more than fifteen (15) days before its Availability Date and to continue promoting such availability through the last day of its License Period.

A-9 0cda5fbcef954df12007c42941e464e2.doc 12.8.2 Licensee may promote the upcoming exhibition of an Included Program on the Licensed Service in printed materials distributed directly and solely to Customers not earlier than thirty (30) days prior to the Availability Date of such Included Program and continue promoting such availability through the last day of such Included Program’s License Period. 12.8.3 Licensee shall not promote any Included Program after the expiration of the License Period for such Included Program. 12.8.4 Notwithstanding anything herein to the contrary, Licensee shall not promote any Included Program for the first fifteen (15) days following the Home Video Street Date for such Included Program unless such Included Program’s Availability Date occurs prior to the date that is fifteen (15) days after its Home Video Street Date. If an Included Program’s Availability Date occurs prior to the date that is fifteen (15) days after its Home Video Street Date, Licensee shall have the right to promote such Included Program starting on the date established by Licensor in its sole discretion and notified in advance to Licensee. 12.8.5 Licensee shall use any marketing, promotional and advertising materials provided by Licensor in a manner consistent with the following: (a) If any announcement, promotion or advertisement for an Included Program is more than ten (10) days in advance of such program’s Availability Date, Licensee shall only announce and/or promote and/or advertise (in any and all media) its future availability on the Licensed Service by referring to its specific Availability Date. By way of example, in such case “Coming to Xbox 360 September 10” would be acceptable, but “Coming soon on Xbox 360” would not be acceptable; or (b) If any announcement, promotion or advertisement for an Included Program is ten (10) or fewer days in advance of such program’s Availability Date, Licensee shall have the right to announce and/or promote and/or advertise (in any and all media) its future availability by referring generally to its upcoming availability or referring to its specific Availability Date. By way of example, in such case both “Coming to Xbox 360 September 10” and “Coming soon on Xbox 360” would be acceptable. 12.8.6 Notwithstanding anything to the contrary set forth herein, Licensee shall have the right (but not the obligation) to promote each Included Program in the Territory commencing no later than the date that Licensor allows any Other Distributor in the Territory who is not granted an earlier availability date for VOD with respect to such Included Program to commence promotion of such Included Program in the Territory. 13. LICENSOR’S REPRESENTATIONS AND WARRANTIES AND COVENANTS. Licensor hereby represents and warrants and covenants to Licensee that:

13.1It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder.

13.2The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action and the consent of no other person or entity is necessary in order for Licensor to enter into and fully perform under this Agreement.

13.3This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement.

13.4Licensor owns or controls the rights necessary to make the grants of rights, licenses and permissions hereunder and necessary for Licensee to freely exploit the rights granted to it herein in accordance with the terms and conditions set forth in this Agreement.

13.5The Licensor Content and the use thereof by Licensee in accordance with this Agreement shall not infringe or violate any common law or other right (including, without limitation, proprietary or intellectual property rights) of any other person, including, without limitation, copyrights, trademark rights and rights of publicity and privacy, droit moral or any similar rights, or violate any law.

A-10 0cda5fbcef954df12007c42941e464e2.doc 14. LICENSEE’S REPRESENTATIONS AND WARRANTIES. Licensee hereby represents, warrants and covenants to Licensor that:

14.1It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder.

14.2The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action and the consent of no other person or entity is necessary in order for Licensee to enter into and fully perform under this Agreement.

14.3This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensee, enforceable against such party in accordance with the terms and conditions set forth in this Agreement.

14.4Licensee has obtained and shall maintain all necessary licenses and other approvals to own and operate the Licensed Service in the applicable Territory including the technology being used by or on its behalf with respect to the delivery of the Licensed Service to Customers, including, without limitation, servers and any other software and hardware operated in connection therewith.

15. INDEMNIFICATION.

15.1Licensor shall indemnify and hold harmless Licensee and its representatives (with respect to a party, its officers, directors, equity owners, employees and other representatives and its parents, subsidiaries and Affiliates and their officers, directors, equity owners, employees and other representatives (collectively, the “Representatives”)) from and against any and all claims, damages, liabilities, costs and expenses, including reasonable outside counsel fees (“Claims”), arising from or in connection with the breach or alleged breach by Licensor of any of its representations or warranties or other provisions of this Agreement. Licensee shall promptly notify Licensor of any such claim or litigation; provided, however, that the failure to provide such prompt notice shall not diminish Licensor’s indemnification obligation unless and to the extent that Licensor is actually prejudiced by such failure. In addition, Licensor shall not be required to indemnify Licensee or its Representatives for any claims resulting from Licensee exhibiting Included Programs or using Advertising Materials in a form other than as delivered or approved by Licensor, solely to the extent such claims arise out of alterations made by Licensee to any Included Programs or Advertising Materials without Licensor’s approval or as otherwise permitted hereunder, or due to Licensee’s authorization of a third party to do any of the foregoing.

15.2Licensee shall indemnify and hold harmless Licensor and its Representatives from and against any and all Claims arising from or in connection with: (i) the breach or alleged breach by Licensee of any of its representations, warranties or other provisions of this Agreement, (ii) Licensee’s exhibition of Included Programs or use of Advertising Materials in a form other than as delivered or made available or approved by Licensor or in a manner not permitted hereunder, (iii) except as permitted or contemplated hereunder, the exhibition of any material (other than material contained in Included Programs or Advertising Materials as delivered or made available or approved by Licensor) in connection with or relating to any Included Programs, (iv) claims that the Licensed Service infringes any technology being used by or on Licensee’s behalf with respect to the delivery of the Licensed Service to Customers, including, without limitation, servers and any other software and hardware operated in connection therewith or violates any law, (v) claims by Customers that Licensee has violated or breached its Terms of Service and (vi) Licensee’s use of the Licensor Content in a manner that is not permitted or approved hereunder. Licensor shall promptly notify Licensee of any such claim or litigation; provided, however, that the failure to provide such prompt notice shall not diminish Licensee’s indemnification obligation unless and to the extent that Licensee is actually prejudiced by such failure.

15.3In any case in which indemnification is sought hereunder:

15.3.1 At the indemnifying party’s option, the indemnifying party may assume the handling, settlement or defense of any such claim or litigation. If the indemnifying party assumes the handling, settlement or defense of any such claim or litigation, the party to be indemnified shall cooperate in the defense of such claim or litigation at the indemnifying party’s cost, and the indemnifying party’s obligation with respect to such claim or

A-11 0cda5fbcef954df12007c42941e464e2.doc litigation shall be limited to holding the indemnified party harmless from any final judgment rendered on account of such claim or settlement made or approved by the indemnifying party in connection therewith, and expenses and reasonable attorneys fees of the indemnified party incurred in connection with the defense of such claim or litigation prior to the assumption thereof by the indemnifying party and any reasonable out-of-pocket expenses for performing such acts as the indemnifying party shall request. If the indemnifying party does not assume the handling, settlement or defense of any such claim or litigation, the indemnifying party shall, in addition to holding the indemnified party harmless from the amount of any damages awarded in any final judgment entered on account of such claim, reimburse the indemnified party for reasonable costs and expenses and reasonable attorneys fees of the indemnified party incurred in connection with the defense of any such claim or litigation; and

15.3.2 The party seeking indemnification shall fully cooperate with the reasonable requests of the other party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any such claim. The indemnifying party shall not consent to the entry of any final judgment in any action without the indemnified party’s prior written approval except, in the case where Licensor is the indemnifying party, where such consent involves the agreement not to further exploit an Included Program.

16. STATEMENTS; REPORTS.

16.1Licensee shall provide Licensor with any research data applicable to the VOD performance of motion picture content on the Licensed Service that Licensee routinely furnishes free of charge to providers of motion picture content made available on the Licensed Service on a Video-On-Demand basis.

16.2At Licensor’s election, Licensor may appoint a third party designee that provides specialized back office processing, collation and presentation of data from Licensor’s licensees relating to the performance of motion pictures to receive or access the data set forth in Article 16.1 and the information contained in the reports referenced in Section 5.3 of the Principal Terms for purposes of reorganizing or collating such data and information contained in such reports as requested by Licensor provided that: (a) such designee agrees in writing to keep such information strictly confidential and (b) Licensor shall be responsible for any failure of such designee or any of such designee’s employees, representatives or agents to keep such information strictly confidential.

17. TERMINATION.

17.1Without limiting any other provision of this Agreement and subject to Article 17.3 of this Schedule, upon the occurrence of a Licensee Event of Default (as defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license with respect to an Included Program (provided the Licensee Event of Default relates to such Included Program and provided Licensor terminates all such licenses to which such Licensee Event of Default is applicable) by giving written notice to Licensee. 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. Furthermore, upon termination of the Agreement, Licensor shall have no further obligation to deliver Copies or Advertising Materials to Licensee. As used herein, a “Licensee Event of Default” shall mean: (A) the non-recurring occurrence of any of the following which is not cured by Licensee within thirty (30) days (in the case of events described in subclauses (x) and (z) of this sentence) or within ten (10) Business Days (in the case of the event described in subclause (y) of this sentence) of Licensee’s receipt of written notice from Licensor of such occurrence: (x) Licensee fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, (y) Licensee fails to make timely payment of fees under this Agreement or any other agreement between Licensor and Licensee or (z) Licensee assigns or otherwise transfers this Agreement in violation of this Agreement; or (B) upon the following: (i) Licensee becoming unable to pay its debts; (ii) a petition being presented or a meeting being convened for the purpose of considering a resolution for the making of an administration order, the winding- up, bankruptcy or dissolution of Licensee; (iii) Licensee becoming insolvent; (iv) a petition under any bankruptcy or analogous act being filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed by the relevant authority within thirty (30) days thereafter); (v) Licensee executing an assignment for the benefit of creditors; (vi) a receiver being appointed for the assets of Licensee; or (vii) Licensee taking advantage of any applicable bankruptcy, insolvency or reorganization or any other like statute.

A-12 0cda5fbcef954df12007c42941e464e2.doc 17.2Without limiting any other provision of this Agreement and subject to Article 17.3 of this Schedule, upon the occurrence of a Licensor Event of Default (as defined below), Licensee may, in addition to any and all other rights which it may have against Licensor, immediately terminate this Agreement by giving written notice to Licensor. As used herein, a “Licensor Event of Default” shall mean: (a) the non-recurring occurrence of any of the following which is not cured by Licensor within thirty (30) days of Licensor’s receipt of written notice from Licensee of such occurrence: (x) Licensor fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, or (y) Licensor assigns or otherwise transfers this Agreement in violation of this Agreement; or (b) upon the following: (i) Licensor becoming unable to pay its debts; (ii) a petition being presented or a meeting being convened for the purpose of considering a resolution for the making of an administration order, the winding-up, bankruptcy or dissolution of Licensor; (iii) Licensor becoming insolvent; (iv) a petition under any bankruptcy or analogous act being filed by or against Licensor (which petition, if filed against Licensor, shall not have been dismissed by the relevant authority within thirty (30) days thereafter); (v) Licensor executing an assignment for the benefit of creditors; (vi) a receiver being appointed for the assets of Licensee; or (vii) Licensor taking advantage of any applicable bankruptcy, insolvency or reorganization or any other like statute.

17.3Notwithstanding anything to the contrary contained in Articles 17.1 or 17.2 hereof, 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).

18. EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Licensee hereby acknowledges that Licensor may be unable to license a program to Licensee on the terms set forth in this Agreement due to certain arrangements between Licensor and individuals involved in the production or financing of such program that require Licensor to obtain the approval of such individuals prior to the licensing of such program (“Third Party Exclusion Right”). 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 program to Licensee under the terms of this Agreement. Notwithstanding anything contained herein to the contrary, Licensor and Licensee hereby agree that Licensor’s inability to obtain such necessary approvals and to license any such program to Licensee under the terms of this Agreement after expending such reasonable, good faith business efforts shall not be deemed to be, or in any way constitute, a breach of this Agreement. 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.

19. ASSIGNMENT. Neither party may assign, transfer or hypothecate its rights hereunder, in whole or in part, whether voluntarily or by operation of law (including, without limitation, by merger, consolidation or change in control), without the prior written approval of the other party. Notwithstanding the foregoing, either party may assign or otherwise transfer its rights and obligations hereunder in whole or in part (a) to an Affiliate of such party, and (b) to any person acquiring all or substantially all of the assets or business of such party (or if Licensee is the transferee, the assets or business of Licensee relating to Xbox Consoles and/or Zunes); provided, that in each such case, the transferee assumes in writing all of the transferor’s obligations so transferred, in which case such transferor shall be relieved from liability hereunder with respect to the obligations so transferred unless the transferee is merely an Affiliate of such transferor, in which case the transferor shall remain liable with respect to the obligations so transferred. In the event that any permitted transfer by either party is to a direct competitor of the non-transferring party (as determined by such non-transferring party in its reasonable business judgment), then such non-transferring party shall notify the transferring party in writing, as promptly as practicable, and the non-transferring party shall have the right, but not the obligation, to terminate this Agreement by written notice to the transferring party within thirty (30) days after the non-transferring party’s receipt of such written notice from the transferring party. Any other assignment or other transfer by a party shall be prohibited without the prior written consent of the other party, and any attempted assignment or other transfer without such consent shall be deemed void ab initio.

20. NON-WAIVER OF BREACH; REMEDIES CUMULATIVE. A waiver by either party of any of the terms or conditions of this Agreement shall not, in any instance, be deemed or construed to be a waiver of such terms or conditions for the future or of any subsequent breach thereof. No payment or acceptance thereof pursuant to this Agreement shall operate as a waiver of any provision hereof. All remedies, rights, undertakings, obligations and

A-13 0cda5fbcef954df12007c42941e464e2.doc agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation, or agreement of either party.

21. GOVERNING LAW. This Agreement shall be interpreted and construed in accordance with the substantive laws (and not the law of conflicts) of the State of California and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Article 21 shall be submitted to JAMS (“JAMS”) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over Two Hundred Fifty Thousand Dollars ($250,000) or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is Two Hundred Fifty Thousand Dollars ($250,000) or less, to be held in San Francisco, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator 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 attorney’s fees). Notwithstanding the foregoing, the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. 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 until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in San Francisco, California or, if sought by Licensor, such other court that may have jurisdiction over Licensee, without thereby waiving its right to arbitration of the dispute or controversy under this section. Notwithstanding anything to the contrary herein, Licensee hereby irrevocably waives hereunder any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Licensor, its parents, subsidiaries and Affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project.

22. NOTICES. All notices hereunder shall be in writing and shall be sent by certified (return receipt requested) or registered mail, by air courier service, by personal delivery, or by facsimile to the address or fax number of the party for whom it is intended as follows, or to such other address or fax number as any party may hereafter specify in writing:

22.1If to Licensor, to Sony Pictures Entertainment Inc., 10202 West Washington Boulevard, Culver City, CA 90232 U.S.A., Attention: General Counsel, Facsimile No.: 1-310-244-0510, with a copy to: Sony Pictures Entertainment Inc., 10202 West Washington Boulevard, Culver City, CA 90232, U.S.A., Attention: Executive Vice President, Legal Affairs, Fax no.: +1-310-244-2169, and to any other persons set forth in the applicable Exhibit. 22.2If to Licensee, to Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052-6399, Attention: Mr. Blair Westlake and Mr. Ross Honey, Facsimile No.: (425) 936-7329, with a copy to: (a) Microsoft Corporation, Law & Corporate Affairs, Entertainment and Devices Group, One Microsoft Way, Redmond, Washington 98052-6399, Facsimile No.: (425) 936-7329; and (b) Microsoft Corporation, Law & Corporate Affairs, Entertainment and Devices Group, Attention: Ms. Pam Dalton, Facsimile No.: (+44) (0) 207 2875014. 22.3General. Notice given by personal delivery or facsimile shall be deemed given upon delivery and notice given by overnight delivery or courier service shall be deemed given the first Business Day following the Business Day of delivery to the overnight delivery service. 23. FORCE MAJEURE. 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 no such delay, default in, or failure of performance shall constitute a breach by either party hereunder.

A-14 0cda5fbcef954df12007c42941e464e2.doc 24. CONFIDENTIALITY. 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 and the disclosing party shall be responsible for any breach of confidentiality by such third party) on a need-to-know basis, any of the specific terms and conditions of this Agreement, including, without limitation, the License Fees payable hereunder. Neither party shall issue any press release regarding the existence of or terms of this Agreement without the prior written consent of the other party. Notwithstanding anything to the contrary contained in this Agreement, after the initial joint press release, Licensee may (without obtaining Licensor’s consent) (a) make informational references to Licensor’s participation in the Licensed Service, in press releases, marketing and/or promotional materials of any kind without obtaining Licensor’s consent, and (b) exercise any and all of its rights granted herein with respect to the marketing, advertising and promotion of the Included Programs as set forth herein.

25. AUDIT. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

26. COMPLIANCE WITH 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-1 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 in connection with this Agreement of the requirements of the FCPA; (ii) Licensee has not and will not, and to its knowledge, no one acting on its behalf in connection with this Agreement has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) Licensee has not in the last five (5) years been accused of taking any action in violation of the FCPA; (iv) Licensee has not and will not cause any party to be in violation of the FCPA in connection with this Agreement; (v) should those employees of Licensee working in connection with this Agreement learn of, or have reason to know of,

A-15 0cda5fbcef954df12007c42941e464e2.doc any request for payment that is inconsistent with the FCPA, Licensee shall investigate such inconsistency and if it determines such actions violate the FCPA, shall promptly notify Licensor of its planned course of action; and (vi) Licensee is not a "foreign official" as defined 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. In the event Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA in connection with this Agreement, Licensor may terminate this Agreement (without such action constituting a waiver of any right or remedy available to it under this Agreement or otherwise) upon thirty (30) days’ prior written notice to Licensee. Such termination of this Agreement shall not subject Licensor to any liability, whether in contract or tort or otherwise, to Licensee or any third party.

27. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR EITHER PARTY’S LIABILITIES ARISING UNDER, OR AS A RESULT OF A BREACH OF, ARTICLES 15 (INDEMNIFICATION), ARTICLE 16.2 (CONFIDENTIALITY) AND/OR 24 (CONFIDENTIALITY), AND FOR DAMAGES RESULTING FROM EITHER PARTY’S ACTS OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST GOODWILL AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO THE OTHER PARTY.

28. CAPTIONS/DRAFTING. Article, Section or other headings contained in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. In interpreting the terms and conditions of this Agreement, no presumption shall be interpreted for or against a party as a result of the role of such party or such party’s counsel in the drafting of this Agreement.

29. CONFLICTING LAW OR REGULATION. If any provision in this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid or unenforceable (for any reason, including, without limitation, in connection with “competition” legislation), such determination shall not affect any other provision, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein.

30. NO THIRD PARTY BENEFICIARIES. 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.

31. ENTIRE UNDERSTANDING. This Agreement includes the entire understanding of the parties with respect to the subject matter hereof, and all prior agreements (written or oral) with respect to such subject matter have been merged herein. No representations or warranties have been made other than those expressly provided for herein. This Agreement may not be modified, except by a written instrument signed by the parties, and this provision may not be waived except by written instrument signed by the parties.

A-16 0cda5fbcef954df12007c42941e464e2.doc SCHEDULE B

[INTENTIONALLY OMITTED]

B-1 SCHEDULE C

CONTENT PROTECTION REQUIREMENTS AND OBLIGATIONS

This Schedule C is attached to and a part of that certain International Video-On-Demand License Agreement, dated ______, 2011 (the “Agreement”), between Microsoft Corporation, on the one hand, and each Licensor who is a party to an Exhibit to the Agreement (but solely with respect to the Territory(ies) set forth in such Exhibit), on the other hand. All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

1. Security Solution. All Included Programs distributed by Licensee must be protected by the Security Solution.

1.1. Prohibitions. The Licensed Service shall not authorize or be authorized to do any of the following:

1.1.1. Unencrypted streaming of Included Programs.

1.1.2. Unencrypted downloads of Included Programs.

1.1.3. Unencrypted transferring or copying of Included Programs.

1.1.4. Unencrypted storage of Included Programs on Licensee’s or its contractor’s servers.

2. Included Programs and License Delivery. Included Programs and licenses shall only be delivered by Licensee to Approved Devices associated with verified credentials. The credentials shall consist of at least a user id and password of sufficient length designed to prevent brute force attacks. Account credentials must be transmitted securely in a manner designed to ensure privacy and protection against attacks.

3. Outputs.

3.1. Analog Outputs

3.1.1. Up-conversion of analog standard definition signals to high definition analog signals are authorized only if the Included Program is not marketed or promoted as high definition.

3.1.2. Xbox Consoles, Zunes and Tablets. Licensee shall set the Security Solution to enable CGMS-A (“Analog Protection”) on component, composite and S-Video analog outputs (“Analog Outputs”) on (a) the Xbox Console [and Tablet] [Spencer/Tim/Mitch: Are we supposed to treat Tablets like the Xbox Console or like the Zune?] for Included Programs Transmitted via the Licensed Service in Standard Definition and High Definition and (b) the Zune for Included Programs Transmitted via the Licensed Service in High Definition. Licensee shall pay all device or service royalties in connection with the incorporation of CGMS-A into the Xbox Console, the Zune and the Tablet and/or the initial activation of CGMS-A. Licensor shall pay all content-related fees or per use license fees incurred in connection with Licensee’s use thereof (collectively, “Analog Output Requirements”).

3.1.3. Personal Computers. With respect to Personal Computers, Licensee shall discuss in good faith implementing Analog Protection on Analog Outputs.

3.2. Digital Outputs.

3.2.1 Xbox Consoles. For Included Programs in Standard Definition and High Definition on all Xbox Consoles:

0cda5fbcef954df12007c42941e464e2.doc 3.2.1.1 Licensee shall enable High-bandwidth Digital Copy Protection (“HDCP”), on any uncompressed digital output.

3.2.1.2 Licensee shall enable output protection (e.g., Windows Media DRM for Network Devices (“WMDRM-ND”) or Digital Transmission Copy Protection (“DTCP”)) on any compressed digital output.

3.2.2 Zunes. For Included Programs in Standard Definition and High Definition on all Zunes:

3.2.2.1 Licensee shall enable HDCP on all uncompressed digital outputs.

3.2.2.2 Licensee shall enable output protection (e.g., WMDRM-ND or DTCP) on all compressed digital outputs.

3.2.3 Tablets. For Included Programs in Standard Definition and High Definition on all Tablets:

3.2.3.1 Licensee shall enable HDCP on all uncompressed digital outputs.

3.2.3.2 Licensee shall enable output protection (e.g., WMDRM-ND or DTCP) on all compressed digital outputs.

3.2.4 Personal Computers. For Included Programs in Standard Definition (output of High Definition Included Programs on Personal Computers not permitted):

3.2.4.1 With respect to uncompressed digital outputs: Licensee shall not be required to enable HDCP on any uncompressed digital outputs on Personal Computers.

3.2.4.2 With respect to compressed digital outputs: Licensee shall enable output protection (e.g., WMDRM-ND or DTCP) on all compressed digital outputs on all Personal Computers. For clarity, Licensee shall not be required to apply any output protection with respect to transmissions of Included Programs within a device (as distinguished from transmissions or outputs of Included Programs from such device) where the display and playback is contained within the same physical component (e.g., a laptop).

3.2.4 An Approved Device that outputs decrypted Included Programs using HDCP shall verify that the HDCP Source Function is fully engaged and able to deliver the Included Programs in a protected form, which means HDCP encryption is operational on such output. In the event there is a hack to HDCP that results in the widespread unauthorized availability of Included Programs and at such time an HDCP SRM Delivery specification is published, Licensee and Licensor shall discuss in good faith implementing an applicable mechanism to deliver SRMs associated with the Included Programs.

3.2.5 An Approved Device that outputs decrypted Included Programs using DTCP shall map the copy control information associated with the program; the copy control information shall be set to “copy never” in the corresponding encryption mode indicator and copy control information field of the descriptor.

3.3 Similarly Situated Other Distributors.

3.3.1 Definitions.

3.3.1.1 “Similar Motion Picture Content” as it relates to an Included Program means a feature length motion picture Licensor or an SPE Entity licenses for non-exclusive distribution on a non-promotional VOD basis in a similar window (as measured by the proximity of the availability date to the initial theatrical release or initial home video release) and in the same resolution (i.e., HD versus SD).

0cda5fbcef954df12007c42941e464e2.doc 3.3.1.3 “Similarly Situated Other Distributor” means an Other Distributor that distributes Licensor of an SPE Entity’s feature length motion pictures on a video-on-demand basis over the open Internet (and not over a closed cable, satellite or IPTV conditional access system).

3.3.2 Notwithstanding anything to the contrary contained herein, if Licensee reasonably determines by testing at any time during the Term that any Similarly Situated Other Distributor in a Territory: (a) is not adhering to no less stringent requirements than those set forth in Section 3.1.2 on all Analog Outputs on all similar devices (for purposes of this Section 3.3.2, “similar devices” as it relates to an Xbox Console means other game consoles and set-top boxes, and as it relates to a Zune means portable video players, excluding laptops, mobile phones and tablets) with respect to Similar Motion Picture Content, (b) does not have HDCP activated on all uncompressed digital outputs in accordance with the applicable subparts 3.2.1.1, 3.2.2.1 or 3.2.3.1 above on similar devices with respect to Similar Motion Picture Content or (c) does not have output protection on all compressed digital outputs in accordance with the applicable subparts 3.2.1.2, 3.2.2.2, 3.2.3.2 or 3.2.4.2 above on similar devices with respect to Similar Motion Picture Content, Licensee shall not be obligated to continue to adhere to the Analog Output Requirements and/or to have the applicable digital output protection activated on such digital outputs on the applicable Approved Devices with respect to the applicable Included Programs in the applicable resolutions in such Territory during such time and for the remainder of the Term, provided that Licensor shall have a period of sixty (60) days after Licensee notifies Licensor of such determination to remedy such failure by (x) causing such Similarly Situated Other Distributor to adhere to no less stringent requirements than those set forth in Section 3.1.2 on all Analog Outputs and/or to activate and continue to have activated such applicable digital output protection on all applicable digital outputs on all similar devices with respect to Similar Motion Picture Content throughout the Term in such Territory (or immediately terminate the rights of such Similarly Situated Other Distributor to distribute Similar Motion Picture Content provided by Licensor or any other SPE Entity to Similar Devices in such Territory) and (y) delivering to Licensee a written notice executed by a duly authorized executive of Licensor certifying that such failure has been remedied. For clarity, if Licensor delivers the notice set forth in clause (y) above to Licensee within the specified time frame, Licensee shall continue to comply with Sections 3.1 and/or 3.2, as applicable, as set forth therein.

3.4 The Security Solution is designed to prohibit transfer or copying of Included Programs onto recordable media (e.g., DVD).

3.5 The Security Solution is designed to prohibit transfer or copying of Included Programs onto external devices (e.g., portable media players), except as permitted by the Usage Rules.

3.6 In the event that Licensee fails to activate any output protection set forth in this Section 3 in accordance with the terms hereof, Licensor’s sole remedy shall be the right to terminate this Agreement exercisable by written notice to Licensee. [Mitch/Spencer/Tim: Do we want to give this? It made sense back when the agreement was drafted such that Microsoft’s compliance was conditioned on the other’s compliance, but since the structure is different now, not sure if it makes sense anymore.]

4. Watermarking Requirements. Licensee shall not intentionally strip or disable copy control, rights signaling, forensic and content protection information (collectively “Information”) that Licensor may include in the Included Programs or associated metadata; provided, however, that Licensor shall not include in any Included Program or associated metadata any Information that Licensee demonstrates with reasonable evidence to Licensor: (A) is not compatible with the equipment, software and systems of the Licensed Service or Approved Devices, (B) impairs (to the extent perceptible by an average viewer) the quality of the audio-visual transmission to an authorized viewer, (C) requires Licensee to incur any out-of- pocket costs or expend non-trivial internal resources (e.g., staffing), and/or (D) is prohibited by applicable law or regulation. Licensee agrees to work in good faith with Licensor to resolve any issues related to embedded watermarks or information.

0cda5fbcef954df12007c42941e464e2.doc 5. Geofiltering. Licensee shall use geofiltering technology that is designed to restrict access to Included Programs to within the Territory. Licensee shall make sure the IP address mapping data used by such geofiltering technology is updated on at least a monthly basis.

6. Included Programs. Notwithstanding anything to the contrary herein and for the avoidance of doubt, the content protection requirements and obligations applicable to “Included Programs” in Schedule C and Article 9 shall not be applicable to Promotional Previews and trailers of any Included Program.

0cda5fbcef954df12007c42941e464e2.doc [OPEN – UNDER SONY REVIEW]

[Dee, Ellen: Please review and provide comments]

SCHEDULE D

VIDEO SUBMISSION TECHNICAL SPECIFICATIONS

Licensor shall deliver the applicable version(s) set forth below for each Included Program to Licensee or its designee, free of any commercial insertions, advertising and promotions, in High Definition (or, if High Definition is not available, in Standard Definition) in the best quality format available in accordance with the requirements set forth below for either “tape based content” or “file based content”, as mutually determined by Licensor and Licensee.

Prior to delivery of any Included Program to Licensee, Licensor shall coordinate with and deliver test files of Included Programs to the Licensee contact set forth below.

Tape Based Content Video Audio High Definition Stereo or 6ch (5.1) surround on video tape; or Sony HDCam; or surround on separate audio tapes (DA88/98) HDCamSR

Standard Definition Stereo on tape Sony Digital Betacam

File Based Content Video Audio High Definition – ProRes HD or Photo Stereo or 6ch (5.1) surround in the video file; or JPEG .movs. letterboxed 1080p with surround in separate wave/AIFF files, as multichannel audio if available, and if not available available, 2-channel audio (discreet .wavs) or a mutually agreed upon alternate specification that equals or exceeds the Photo JPEG specification.

Standard Definition – ProRes SD or Photo JPEG .movs. with multichannel audio if available, and if not available, 2-channel audio (discreet .wavs), or ‘Long Gop’ Mpeg2 @ 20Mbps or higher, or a mutually agreed upon alternate specification that equals or exceeds the Photo JPEG specification.

Sub-titles (where Must be burned in. available, unless otherwise provided in the applicable Exhibit for the applicable Territory) Contact Eric Hanson [email protected] 425.829.5101 (m) 425.706.5101 (w)

Versions.

D-6 For any Included Program that is:

(a) A Current Film (other than a DTV) shall be made available in the version that was originally theatrically exhibited in the applicable Territory.

(b) A DTV shall be made available in the version released on DVD or Blu-ray disc in the applicable Territory.

(c) A Library Film shall be made available in the version released on DVD or Blu-ray disc in the applicable Territory, unless such Library Film has not been released on DVD or Blu-ray disc in the applicable Territory, in which case that Library Film shall be made available in the version originally theatrically exhibited in the applicable Territory.

D-7 [OPEN – UNDER SONY REVIEW]

[Dee/Ellen: Please review and provide comments]

SCHEDULE E

METADATA DESCRIPTIONS AND DETAILS

Licensor shall deliver all Metadata in XML, Excel or as a comma delimited text file to Licensee or its designee.

Required for each Included Program:  Title of Included Program  Studio – Text is displayed with the video in the marketplace UI, providing studio or network credit as desired  Short Description (up to 100 characters), if available – Long description also requested but optional (up to 490 characters); provided that if Short description is not provided, Long description must be provided  Series Description – (up to 490 characters)  Season Description - (up to 490 characters)  Original release date – For TV this is when the episode originally aired, for a movie this is the release date for viewing in a theater  Licensor – Entity that is paid for content  Season # for TV shows – Season in which the episode aired  Episode Air Order for TV shows - Sequence of episode in air order  Street Date – The date this title is first made available at retail for DVD sale  Availability Date – The date this video can be made available on Xbox  End Date – the date, if any, that the video must be taken off the service. Note – if there is no specific end date, other than the end of the contract period, please use “NA”.  Category – Licensor to provide the category in its discretion. Licensee to assign the Included Program to any one of the following based on Licensor’s designation:

General -- Action/Adventure General -- Comedy General -- Documentary/Bio General -- Drama General -- Educational General -- Family/Children General -- Movies General -- Music General -- News General -- Sci-Fi/Fantasy General -- Soap General -- Sports General -- Other

 Rating – MPAA (and applicable ratings agency for the applicable Territory)  Content Production # - Unique ID from studio/network  Cast and Crew – names as well as roles (Actor/Actress, Director, Producer etc) for main actors and directors; additional cast and crew optional

D-8  Poster Image(s) in best available resolution (“Thumbnail”)

Optional for each Included Program:  UPC or SKU to be included for provider tracking purposes – separate HD/SD if required

Marketing elements Required for each Included Image:  Content Display Name (up to 48 characters, 22 character short name should also be provided)  Content Dashboard Icon (best available resolution)  Content Description (40 words or less)  Content Marketplace Banner Image (best available resolution)

Required additions for special groupings (e.g., Star Wars Episode III plus all promotional content, trailers, etc which may be made up from numerous individual “videos”):  Group title  Description of video group (up to 100 characters)  IDs of all Included Programs in the group  Poster image(s) if available for specific grouping

D-9 SCHEDULE F

INCLUDED PROGRAM USAGE RULES

1. Account. The Customer must have an active account at the time he initiates a Customer Transaction. All accounts must be protected via account credentials consisting of at least a user id and password.

2. Delivery from the Licensed Service.

a. For each Customer Transaction, the applicable Included Program may be Transmitted via Streaming and/or Electronic Downloading, as selected by the Customer, from the Licensed Service to no more than one (1) Approved Device of such Customer. If the Customer elects to receive a Streamed Transmission of an Included Program from the Licensed Service to his Approved Device, the Licensed Service may conduct a “bandwidth test” during the first two (2) minutes of such Streamed Transmission to determine the technical quality of such Streamed Transmission (a “Bandwidth Test”).

b. Included Programs may not be Transmitted to any Personal Computer in High Definition for viewing in High Definition on a Personal Computer.

3. Playback.

a. Included Programs that have been Streamed or Electronically Downloaded from the Licensed Service may be playable solely on the Approved Device on which the Customer Transaction was initiated; provided, however, that Included Programs that have been Electronically Downloaded from the Licensed Service to an Approved Device that is a Personal Computer are authorized to be playable thereon and, prior to the commencement of playback on such Personal Computer, to be copied by to one (1) Zune (provided such Zune meets all of the requirements of an Approved Device), and in that event, a Customer will be authorized to play back such Included Program(s) on that Zune and no longer on the initiating Personal Computer.

b. A Customer’s ability to play back or view an Included Program shall expire not later than the end of the Viewing Period, provided, however, that such Customer may play back or view such Included Program one or more times during such Viewing Period.

4. Windows Media DRM for Network Devices. Included Programs that have been Electronically Downloaded from the Licensed Service may be Streamed (by wire or wireless methods) from Approved Devices to other consumer electronic devices (including, without limitation, mobile phones) in accordance with the Windows Media DRM for Network Devices policies.

5. No Copying or Recording. The Customer shall not be authorized to transfer, copy (except as expressly permitted in Section 3(a) above) or record Included Programs Transmitted to an Approved Device from the Licensed Service.

6. General. All Transmission and copying of Included Programs in accordance with these Usage Rules may be effectuated by any means or methods (e.g., by wire or wireless methods), and there shall be no additional cost to the Customer for use of Included Programs in accordance with these Usage Rules. Any Included Program that is copied to an Approved Device in accordance with these Usage Rules is authorized to be played on such device.

D-10

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