Re: Filming for Annie at the Beacon Theatre

October 15, 2013

Columbia Pictures Industries, Inc. 355 Lexington Ave, 16th Floor New York, NY 10017 Attn: Deb Dyer

Re: Filming for “Annie” at The Beacon Theatre

Dear Deb:

This letter shall confirm the agreement between MSG National Properties, LLC (“MSG” or “Licensor”) and Columbia Pictures Industries, Inc. (“Licensee”) in connection with certain filming to be conducted on November 4, 2013 (subject to change on account of weather, illness of Licensee’s cast or changes in Licensee’s production schedule, provided that any revised date(s) of use shall be subject to Licensor’s and the Premises’ availability) (the “Recording”) for the feature-length film currently titled, “Annie” (the “Film”) solely in the areas underneath the marquee (to include images of the marquee itself, The Beacon Theatre signage and logos at the premises) and around the exterior of the Broadway street side (together, the “Premises”) at The Beacon Theatre (the “Building”) upon the terms and conditions set forth herein.

1. License.

(a) Subject to the terms hereof, Licensor hereby grants Licensee a license (the “License”) to conduct the Recording at the Premises on a schedule to be determined between the parties hereto on the day of the Recording (the “Period”). Licensee hereby acknowledges and agrees that other events may be occurring inside of the Building during and after the Period on the Recording date (that will not interfere with Licensee’s use hereunder). Accordingly, Licensee’s use will not unreasonably interfere with any such events. Licensor reserves the right to require Licensee to immediately cease Recording at the Premises (and the Building) if it reasonably determines that the Recording will materially interfere with any event(s) taking place inside of the Building.

(b) Licensee may use the resulting material (the “Material”) from the Recording subject to the provisions set forth herein solely in the Film and for in-context Film advertising and promotion, in perpetuity, in all media now known or hereafter devised (collectively, the “Exploitation”), and for no other purpose, absent Licensor’s prior written approval. Licensee and its licensees, assigns and successors shall be the sole and exclusive owner of all rights of whatever nature, including all copyrights, in and to all Material (inclusive of films, photographs, recording made at the Premises hereunder), in perpetuity, throughout the universe, with the right to use the same in the Film or in connection therewith for the Exploitation, subject to the terms hereof.

(c) Licensee shall provide, at its sole cost and expense, all equipment, rights, licenses, permits, clearances, manpower and any other items in connection with the Recording, the Material and the Film. Licensor shall have no liability to provide any of the forgoing, (except for

D:\Docs\2018-04-03\0f7cbc7ef0f7c9b8cc0c52031f74b523.doc 1 the labor, if any, to be provided at Licensee’s cost, under Subparagraph 3(b) below in connection with the Recording).

(d) Licensor also hereby grants Licensee the license to photograph, and use still photographs taken, (or derived from the Material) in packages (if applicable depending on format) for the Exploitation of the Film (as described in Section 1(b) above) and in any advertising, marketing and promotional materials for any such Exploitation, subject to Licensor’s right of prior approval (as set forth in Subparagraph 2(b) below) over any recognizable feature or image of the Premises, the Building and/or any of Licensor’s names, trademarks or logos.

2. Credit.

(a) In the event of use of any of the Material from the Recording in the Film, Licensee will provide Licensor will with a screen credit in the rolling end titles of the Film, to read substantially as follows: “Special thanks to MSG Entertainment and The Beacon Theatre” (“Special Thanks Credit”).

(b) Licensor shall have written approval, not to be unreasonably withheld, over the appearance of any recognizable feature or image of the Premises, the Building and/or any of Licensor’s names, trademarks or logos (“Mark” or “Design”) in any form of the Exploitation of the Film and any and all related advertising, marketing and promotional materials, prior to any use thereof by Licensee and/or any third party designee of Licensee. Licensee shall advise any such third party of this obligation.Intentionally deleted.

3. Consideration.

(a) In consideration of the right and privilege to conduct the Recording and exploit the Material from the Recording for the Exploitation, Licensee will pay Licensor a license fee in the amount of Thirty Thousand Dollars ($30,000) due and payable by Licensee to Licensor via company bank check, certified check or wire transfer on or before Licensee’s use of the Premises as set forth hereunderOctober 21, 2013.

(b) Licensee shall pay Licensor an as-yet-undetermined reasonable sum to cover Licensor’s estimated costs for venue stagehands, electricians, teamsters and/or other labor as required under applicable collective bargaining agreements, if any, in connection with the Recording (the ”Estimated Expenses”). The Estimated Expenses, if any, shall be due and payable by Licensee to Licensor on or before October 30, 2013.

(c) If any amounts are owed to Licensor in excess of Estimated Expenses, Licensor will conduct a settlement after the Recording (“Settlement”), and provide Licensee with a statement (“Settlement Statement”) showing all expenses relating to Licensee's use of the Premises for the Recording. Licensee shall pay Licensor the amount of the expenses shown on the Settlement Statement (in excess of the Estimated Expenses previously paid by Licensee) within ten (10) business days after receipt of such statement. If any amounts are owed by Licensor to Licensee, Licensor shall refund such owed amounts to Licensee within ten (10) business days of issuance of the Settlement Statement.

4. Representation and Warranties. Licensee represents and warrants to Licensor that: (i) it has or shall obtain the necessary rights, approvals and consents in order to conduct the Recording and exploit the Film/Exploitation, including, without limitation, from all participants in the Film and any other necessary persons; (ii) neither the Film, nor Exploitation will any way

D:\Docs\2018-04-03\0f7cbc7ef0f7c9b8cc0c52031f74b523.doc 2 be derogatory or disparaging to the Premises, the Building, Licensor or any of its affiliates or their respective products, sponsors, names trademarks and/or logos; (iii) the Material from the Recording shall be used solely for the purposes stated in Paragraph 1 above and for no other purpose (and Licensee shall not incorporate or authorize any third party to incorporate any portion of the Material into any program other than the Film absent prior written approval from Licensor); (iiiv) no use of the Material by Licensee nor the Exploitation will violate the rights of any individual or legal entity, including, without limitation, any right of privacy, publicity or other civil rights or constitute a defamation, libel, or slander or otherwise interfere with the rights of any individual or legal entity; (iv) any personnel providing services in connection with the Recording shall do so on a work-made-for-hire basis for the benefit of Licensee and obtain no rights in the Recording; and (vi) it has full right, power and authority to enter into and perform the terms of this Agreement.

4. (a) Licensor has expressed its concern that neither the Film, nor Exploitation will any way be derogatory or disparaging to the Premises, the Building, Licensor or any of its affiliates or their respective products, sponsors, names trademarks and/or logos. Licensor has reviewed the script pages attached hereto as Exhibit A and acknowledges that such portrayal does not violate the foregoing concerns.

5. Indemnification; Insurance.

(a) Except if due to the negligence or willful misconduct of Licensor and (Indemnified Parties) Licensee hereby agrees to indemnify, defend, and hold harmless Licensor, MSG Holdings, L.P., Regional MSG Holdings, L.P., The Madison Square Garden Company, MSG Eden Corporation, Radio City Productions, LLC, Beacon Broadway LLC, The Beacon Hotel, their respective owners, partners and affiliates, and the directors, officers, agents, employees, contractors, licensees shareholders and successors and assigns thereof (collectively, the “Indemnified Parties”) from and against any and all (collectively, “Losses”): liabilities, losses, damages, judgments, settlement expenses, claims, costs, and expenses whatsoever (including court costs, reasonable outside attorneys’ fees and related disbursements, whether incurred by Licensor in actions involving third parties or in actions against Licensee for claims under this Agreement) arising out of or in connection with: (i) the conduct of the Recording, (ii) the breach by Licensee of any of its agreements or covenants under this Agreement; (iii) the untruth of any of Licensee’s representations and warranties hereunder; (iv) the use of the Building or the Premises, or any part thereof, in connection with the Recording; (v) the unauthorized use in the Material, Film and/or any form of the Exploitation of any name, image, likeness, voice, appearance/performance of any third party; and/or (vi) Licensee’s production or utilization of the Material, Film and any form of the Exploitation, now known or hereafter devised.

(b) In connection with the Recording, Licensee shall obtain and maintain, at its sole cost and expense, the following insurance with insurance companies licensed to do business in the State of New York and with a minimum of an "A" rating in the current edition of Best's Insurance Guide:

(i) Public Liability Insurance:

a) Commercial General Liability Coverage (including coverage for personal and bodily injury, blanket contractual liability, products/completed operations and non- owned/hired automobile liability) which covers Licensor, the Indemnified Parties, Licensee and each of their respective officers, directors, employees, contractors, agent, shareholders and successors and assigns, and which provides for limits of liability of at least One Million Dollars

D:\Docs\2018-04-03\0f7cbc7ef0f7c9b8cc0c52031f74b523.doc 3 ($1,000,000) for personal and bodily injuries to, or the death of, one or more persons in any one occurrence arising out of or in connection with the preparation, conduct, move-in or move-out of the Recording and/or the use of the Premises or the Building, or any part thereof, in connection therewith.

b) Property Liability Coverage which covers Licensor, the Indemnified Parties, Licensee and each of their respective officers, directors, employees, contractors and agents, and which provides for limits of liability of at least Five Hundred Thousand ($500,000) Dollars for damages to property suffered by any third party in any one occurrence arising out of, or in connection with, the preparation, conduct, move-in or move-out of the Recording and/or the use of the Premises or the Building, or any part thereof, in connection therewith.

(ii) Other Insurance (to be maintained by Licensee or its payroll services company, if applicable):

a) Workers' Compensation Insurance, Employer's Liability Insurance and all other insurance coverage of similar character applicable, or relating to, the employment of Licensee's officers, directors, employees, agents or independent contractors.

b) All Risk Property Damage Insurance covering the full replacement value of any and all equipment, materials or other personal property that Licensee, or any of its employees or contractors brings into the Building in connection with the Recording or otherwise, it being understood that such policy shall include a waiver of subrogation with respect to any personal property damage except if caused by the negligence of Licensor or its employees or contractors (it being further understood that Licensor shall not be liable for any loss or damage to any such personal property due to theft, steam, gas, water, fire or any other similar or dissimilar cause, regardless of fault), and Licensee hereby indemnifies and agrees to defend and hold harmless Licensor and the Indemnified Parties from and against any Losses arising from any such loss or damage to personal property except if due to the negligence or willful misconduct of Licensor and Indemnified Parties.

(iii) Licensee shall deliver to Licensor certificates of insurance evidencing all insurance required hereunder upon execution of this Agreement but in no event later than three (3) days in advance of the Period (i.e., the date of the Recording). If such certificates are not delivered to Licensor by the date required, in a form and from an insurer satisfactory to Licensor, Licensor shall be entitled to treat such failure as a material breach of this Agreement.

(iv) Certificates of insurance evidencing the insurance required under this Agreement (excepting Workers' Compensation Insurance) shall contain the following endorsement: "Additional Insureds: MSG National Properties, LLC, MSG Holdings, L.P., Regional MSG Holdings, L.P., The Madison Square Garden Company, MSG Eden Corporation, Beacon Broadway LLC, their owners and partners respective affiliated entities, whether direct or indirect, and all directors, officers, agents, employees, licensees, stockholders and successors and assigns of any of the foregoing. Such coverage shall be primary for all purposes, without any right of contribution."

(v) The policy shall have no deductible or self-insured retention unless approved by Licensor prior to the Event. All certificates of insurance shall provide that any of the required such policies be cancelled before the expiration date thereof, notice will be delivered in accordance with policy provisions. may not be cancelled or modified in any manner upon less than thirty (30) days prior written notice to Licensor. The words "endeavor to" and "but failure to

D:\Docs\2018-04-03\0f7cbc7ef0f7c9b8cc0c52031f74b523.doc 4 mail such notices shall impose no obligation..." must be crossed out of the cancellation clause on each certificate of insurance.

6. Use of Licensor’s Name and/or LogoRights and Remedies of Licensor.

(a) Licensee represents and warrants that it shall not use or authorize the use of any name, logo, trademark, photograph or likeness, of Licensor, any of the other Indemnified Parties, the Building or the Premises, (collectively, “Licensors Properties”) in a disparaging or defamatory manner. Intentionally deleted. [NOTE – COVERED IN 4.(a) ABOVE – REDUNDANT.

(b) Licensee acknowledges that any breach of subparagraph 6(a) hereof would cause irreparable injury to Licensor which could not be remedied by the payment of money damages. Therefore, in the event of a breach of subparagraph 6(a) above solely as same pertains to disparagement or defamation of Licensor or Licensors’ Properties, Licensor may seek injunctive relief from any court having jurisdiction (or such other equitable relief as may be appropriate), to prevent Licensee or a third party from any further breach of such subparagraph and from the exhibition, distribution, or other use of the Material, Film and/or Exploitation. The rights and remedies of Licensor in the event of any breach by Licensee of this Agreement shall be limited to Licensor’s right to recover damages, if any, in an arbitration, and Licensor waives any right or remedy in equity to enjoin, restrain or otherwise impair the production, distribution, marketing, exhibition or exploitation of the Film .

7. Trade Secrets/Confidentiality. Except as specifically authorized by a party hereto in writing, information and other data developed or acquired by, or furnished to, the other in the performance of this Agreement shall be used only in connection with this Agreement. Accordingly, each party agrees that all matters learned by such party concerning the other including the terms of this Agreement, are trade secrets or otherwise proprietary and/or confidential, not to be disclosed, disseminated or otherwise revealed, in whole or in part, in any manner whatsoever to anyone, except (a) if compelled pursuant to valid legal order, process or proceeding with written notice to the non-disclosing party and the exercise of reasonable best efforts to preserve the confidentiality of such material, including, without limitation, by cooperating with the party to whom the material pertains, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the disclosed material, or (b) to a party’s respective employees, attorneys and accountants solely with a need to know, provided that such persons treat such materials and matters in accordance with the provisions of this Paragraph 7 during and after the Term of this Agreement.

8. Assignment. Licensee shall not assign any of its obligations or delegate any of the duties to be performed hereunder without the prior written consent of MSG. Any attempt to assign without such permission shall be void and of no effect ab initio; provided, however, that Licensee can sub license its rights to distribute the Film solely for purposes of the Exploitation, if Licensee remains primarily liable for all obligations hereunder.

9. Miscellaneous.

(a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. The parties agree that any and all disputes or controversies of any nature between them arising in connection with the Picture and/or this Agreement shall be determined by binding arbitration in accordance with the rules of JAMS (or, with the agreement of the parties, ADR Services) before a single neutral arbitrator ("Arbitrator") mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the arbitration service. The

D:\Docs\2018-04-03\0f7cbc7ef0f7c9b8cc0c52031f74b523.doc 5 Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the court of competent jurisdiction for confirmation and enforcement of the award.Any litigation arising hereunder shall be brought in the State or Federal Court located in the City of New York and the parties hereby submit to the jurisdiction of any such Court.

(b) The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. No change or amendment of this letter agreement shall be valid unless it is in writing and signed by both parties hereto.

(c) Facsimile or electronic signatures hereon shall be deemed original for all purposes. Additionally, this Agreement may be signed in counterparts.

(d) Licensor warrants that the person signing this Agreement is Licensor’s authorized representative and as such, has the right to enter into this Agreement and that n o other authorization is necessary to enable Licensee to use the Pr emises for the purposes set forth above.

If the foregoing is acceptable, please sign in the space provided below.

LICENSEE LICENSOR

COLUMBIA PICTURES INDUSTRIES, LLC MSG NATIONAL PROPERTIES, LLC

BY: ______BY: ______An Authorized Signatory An Authorized Signatory

Title: ______Title: ______

D:\Docs\2018-04-03\0f7cbc7ef0f7c9b8cc0c52031f74b523.doc 6 EXHIBIT A

APPROVED SCRIPT PAGES

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