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1. DEFINITIONS. 1.1. “D-BOX Motion Code ”

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1. DEFINITIONS. 1.1. “D-BOX Motion Code ” Execution Version LICENSE, SERVICES AND CO-MARKETING AGREEMENT This License, Services and Co-Marketing Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between D-BOX TECHNOLOGIES INC., a Canadian corporation (“D-BOX”), on one hand, and SONY PICTURES RELEASING CORPORATION, a Delaware corporation, SONY PICTURES RELEASING INTERNATIONAL CORPORATION, a California corporation, and COLUMBIA PICTURES INDUSTRIES, INC., a Delaware corporation (collectively, “Sony” or “Licensee”), on the other hand. For purposes hereof, (i) in connection with the United States, references to “Sony” will mean Sony Pictures Releasing Corporation, (ii) in connection with Canada, references to “Sony” will mean Columbia Pictures Industries, Inc., and (iii) in connection with all other parts of the Territory, references to “Sony” will mean Sony Pictures Releasing International Corporation. Additionally, where applicable, certain of Sony‟s Film-related activities will be taken by Sony‟s licensees, subdistributors or distribution agents. RECITALS A. D-BOX is the owner of certain software, known as D-BOX Motion Simulator and/or D-BOX Motion Code software (as further defined below, the “D-BOX Motion Code”) that is used to enable the D-BOX Equipment that, when conformed to and coupled with a motion picture or movie clip, creates a motion simulation system that is synchronized with onscreen action and sound for an enhanced end user experience. B. In connection with the theatrical release of the Films during the Term of this Agreement and as described herein, D-BOX shall, at no cost to Sony, license to Sony the D-BOX Motion Code created for each Film, and perform certain services in connection with each Film, in each case in accordance with the terms and conditions of this Agreement. Additionally, the parties shall perform certain co-marketing-related services for each Film as set forth in this Agreement. AGREEMENT The parties hereby agree as follows: Definitions. In addition to the terms defined elsewhere herein, the following terms shall have the following meanings: 1. DEFINITIONS. 1.1. “D-BOX Motion Code” means the software, program code, files and/or software instructions supplied by D-BOX to enable movement and vibrations, delivered as Broadcast Wave Format (BWF). 1.2. “DCP” means a Digital Cinema Package including a set of encrypted files representing digital moving image content packaged for shipment to theaters containing images, audio, sub-pictures and/or timed text, and auxiliary data, including all of the track files. 1.3. “D-BOX Equipment” means all equipment comprised in the D-BOX MFX motion systems, including the equipment currently known as D-BOX MFX theatrical seats & Kinehubs. 1.4. “D-Cinema” means Digital Cinema which uses digital technology to distribute and project motion pictures. 1.5. “Effective Date” means the date on which the Licensee shall have transmitted an executed copy of this Agreement to D-BOX as instructed herein. 1.6. “Exhibitor” means a person or entity operating a movie theater presenting MFX-enabled films in the Territory. A list of Exhibitors as of the Effective Date is set forth in Schedule 2 attached hereto (it being understood that such list may change during the Term of this Agreement). - 2 - 1.7. “Fees” means any allocation of admissions upcharge or of the D-BOX Premium, rebates, bonuses or similar compensation of value or any other fees paid and other considerations including options, warrants or equity interests in D-BOX, in each case as may be directly or indirectly paid by or on behalf of D- BOX to (or retained by) any licensee, content distributor or other user of the D-BOX Motion Code and/or the D-BOX Equipment (including, without limitation other studios whose motion pictures are utilized in connection with the D-BOX Motion Code and/or D-BOX Equipment). 1.8. “MFX” means „Motion FX‟, a term used by D-BOX to designate motion effects that are encoded in movies through the D-BOX Motion Code and transmitted via special equipment such as the D- BOX Equipment. 1.9. “Product” means a DCP that consists of the applicable Film incorporating its corresponding D-BOX Motion Code. 1.10. “Territory” means the countries in which there are auditoriums with commercial installations of D-BOX Equipment (it being understood that nothing herein shall limit Section 5.4). 2. FILMS. 2.1. Subject to the terms of this Agreement, Sony shall theatrically release each of the motion pictures listed as a Film below for presentation in an MFX-enabled manner. For purposes hereof, the “Films” shall be the MFX-enabled presentation of each of the following (and the MFX-enabled presentation of each of the following shall be a “Film”): (i) “The Amazing Spider-Man 2;” (ii) “The Equalizer;” and (iii) the currently untitled motion picture known as the 2014 Brad Pitt/David Ayer Project (currently known, for internal purposes only, as “Fury”). Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge that (A) all bookings of any Film are subject to Section 5.4 and (B) Sony may not have all theatrical distribution rights in all portions of the Territory and Sony shall have no obligations hereunder with respect to any portions of the Territory for which it does not control all theatrical distribution rights. 2.2. For the avoidance of doubt, Sony‟s obligations with respect to each Film shall be non- exclusive. Sony shall be entitled, in its unfettered discretion, to release the motion pictures that are being presented as Films in any and all formats, presentations, etc. that Sony may choose, including without limitation formats and/or presentations that may be considered to be similar to, or competitive with, MFX- enabled presentations and/or the Products hereunder. 3. LICENSE GRANT. 3.1. Subject to the terms of this Agreement, D-BOX hereby grants to Licensee the non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up right to use, reproduce, copy, and display the D-BOX Motion Code for each Film and to manufacture or have manufactured, market, distribute, and otherwise exploit Products incorporating the D-BOX Motion Code in binary format only. Licensee shall not have the right (i) to modify the D-BOX Motion Code in any way, (ii) to translate or make derivative works of the D-BOX Motion Code (other than for the manufacture of Products incorporating the D-BOX Motion Code as provided herein), or (iii) to market, distribute, sell or license the D-BOX Motion Code as a standalone product. All rights not expressly granted herein to Licensee are retained by D-BOX. 3.2. In each Product, at no cost to Sony, D-BOX may include the D-BOX Motion Code logo or a mention of D-BOX Motion Code support (in each case in a form, substance and placement to be reasonably approved by Sony) within the credits of the Film. See Schedule 1 attached hereto for the list of logos and trademarks. - 3 - 3.3. Licensee may not sublicense the rights granted herein, except that Licensee may sublicense its rights in connection with having the Products developed, manufactured or assembled for it by third parties, and may grant usage right of the D-BOX Motion Code to Exhibitors in connection with the use of (and only as component of) the Products. All of the foregoing licenses entered into as of the date of any termination of this Agreement shall continue in effect after such termination. Licensee and its affiliates may distribute the Products through its distribution channels. 4. WARRANTY AND DISCLAIMER. 4.1. D-BOX represents, warrants and covenants that the D-BOX Motion Code (including any trademarks associated thereto) does not and shall not infringe on the trademarks, patents or any other intellectual property rights or proprietary rights of any third party. D-BOX further represents, warrants and covenants that the services provided by or on behalf of D-BOX hereunder (including, without limitation, the services provided pursuant to Section 6 of this Agreement do not and shall not infringe on the trademarks, patents or any other intellectual property rights or proprietary rights of any third party. 4.2. Except for the express warranty stated in Section 4.1, D-BOX does not extend any other warranty, either express or implied. 4.3. D-BOX will defend and fully indemnify Licensee against any third party claim or action (including, without limitation, any reasonable legal fees and expenses) to the extent that (i) the claim or action relates to the use or possession of any D-BOX Motion Code, any D-BOX Equipment, any services rendered hereunder or any portion of any of the foregoing and alleges, directly or indirectly that any of the foregoing infringes the intellectual property rights of any third party (a “IPR Claim”) (other than to the extent such infringement is caused by a breach of this Agreement on the part of Sony) or (ii) any third party asserts personal injury, death or property damage caused by or as a result of using the D-BOX Equipment and/or otherwise resulting from the MFX presentation of any Film. In the event the D-BOX Motion Code, any D- BOX Equipment or any services rendered hereunder (or any portion of such items) becomes the subject of an IPR Claim or if a court judgment is made that the D-BOX Motion Code, the D-BOX Equipment and/or any services rendered hereunder (or any portion of such items) does infringe the intellectual property rights of any third party, or if the use or licensing of the D-BOX Motion Code, the D-BOX Equipment and/or any services rendered hereunder (or any portion of such items) is restricted, then D-BOX shall, at its sole expense and discretion, either (i) obtain for Licensee the right to continue use of the D-BOX Motion Code, the D-BOX Equipment and/or any services rendered hereunder (or any portion of such items), or (ii) replace or modify the D-BOX Motion Code , the D-BOX Equipment and/or any services rendered hereunder (or any portion of such items) so that it becomes non-infringing without compromising its functionality or intended MFX experience, or (iii) if (i) and (ii) prove commercially unfeasible, terminate this license.
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