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 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).

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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.

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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.

4.4. Sony will defend and fully indemnify D-BOX against any third party claim or action (including, without limitation, any reasonable legal fees and expenses) to the extent that the claim or action arises from a claim alleging that the Materials (as separate and distinct from any Product or the creation or exhibition of any Product) when used by D-BOX in strict accordance with this Agreement infringe upon the trade name, trademark, copyright, music synchronization, literary or dramatic right or right of privacy of any claimant or constitutes a libel or slander of such claimant (other than to the extent such claim or infringement is caused by a breach of this Agreement on the part of D-BOX).

4.5. In the event that a patron seeks a full refund from Exhibitor of his or her admission ticket(s) paid for any Film (not just the amount of the D-BOX Premium (as defined below)) due to the malfunctioning of the D-BOX Equipment (as opposed to other equipment at the auditorium) or general dissatisfaction with the MFX experience (which, in each case, will be evidenced by Exhibitor reports provided to D-BOX), D-BOX shall pay to Sony within thirty (30) days after the last exhibition of the Film in D-BOX Motion Code (at the

- 4 - applicable theater) an aggregate amount in cash equal to (i) fifty percent (50%) of the price of each such refunded admission ticket (excluding the D-BOX Premium), (ii) plus Sony‟s share of the D-BOX Premium for each such ticket (i.e., forty percent (40%), or forty-three percent (43%), as applicable, of the D-BOX Premium (in each case, subject to Section 7.4)). The parties acknowledge that the foregoing payment represents a reasonable approximation of the damages suffered by Sony. For the avoidance of doubt, in portions of the Territory outside of the United States and Canada (where Sony collects amounts from Exhibitors and pays a portion of the D-BOX Premium to D-BOX), Sony may elect to withhold the foregoing amounts from amounts otherwise payable by Sony to D-BOX.

4.6. Each party represents and warrants that it has all requisite power and authority to execute and deliver this Agreement and to perform each of its covenants and obligations set forth herein.

5. OWNERSHIP; TRADEMARKS.

5.1. Licensee agrees not to reverse assemble, reverse compile or otherwise reverse engineer the D- BOX Motion Code, in whole or in part. Licensee agrees that it has no right to create any derivative work based on the D-BOX Motion Code other than as contemplated by this Agreement.

5.2. Subject to the terms of this Agreement, D-BOX hereby grants to Licensee a royalty-free, fully paid-up, worldwide, non-exclusive license to use the “D-BOX” and the MFX-related trademarks and logos, as applicable, in connection with the license and promotion of the D-BOX Motion Code and the manufacture and use of the Products. The benefits from all use of such trademarks shall inure to D-BOX. The use of the trademarks shall conform with all trademark specifications and guidelines of D-BOX (which shall be provided to Sony in writing and sufficiently in advance to enable compliance with respect to each Film). Sony shall designate, whenever appropriate, that the trademarks are trademarks (or registered trademarks, as applicable) of D-BOX. See Schedule 1 attached hereto for a list of such trademarks and logos.

5.3. All right, title and interest in and to all copyrights and trademarks relating to any and all materials furnished by, or on behalf of, Sony (collectively, the “Materials”) in connection with this Agreement will remain the exclusive property of Sony (as between Sony and D-BOX) and D-BOX covenants and agrees that it will have no interest in or claim to any Materials or to any of the copyrights, trademarks and/or other intellectual property rights associated therewith. Except for D-BOX‟s pre-existing trademarks, copyrights and the D-BOX Motion Code incorporated into any Product (but not the Materials relating to the Product), Sony shall own the copyright and all other proprietary rights in any and all derivative works of or related to the Materials. Sony retains the sole and exclusive copyright in any and all Materials and nothing herein shall be deemed to be a license to D-BOX to use any such materials in any manner other than in accordance with this Agreement without the express prior written approval of Sony.

5.4. The distribution plan and release pattern for the theatrical release of each Film shall be determined by Sony in its sole business determination, it being understood that all theater bookings (and the terms and conditions of such bookings) shall be determined and negotiated exclusively by Sony in its unilateral judgment. Without limiting the generality of the foregoing, Sony shall not be obligated to book at any or all of the theaters listed in Schedule 2 (as such schedule may be supplemented).

5.5. The terms of this Agreement shall be held in the strictest confidence by Sony and D-BOX and neither party shall disclose the terms of this Agreement to any person except as required in order to carry out the terms hereof or as required by law. The parties may issue a joint press release regarding the entry into, and the general relationship contemplated by, this Agreement. For the avoidance of doubt, such press releases, as well as any other press releases proposed by either party and which mentions the other, shall be subject to prior review and approval of both parties, not to be unreasonably withheld or delayed (it being understood that Sony may seek filmmaker and/or other stakeholder approval as a condition to Sony‟s approval and that such

- 5 - filmmaker and/or stakeholder approval may be given or withheld in the sole discretion of the persons form whom such approval is sought). However, D-BOX agrees that prior to the public release of a Product by Sony, D-BOX will not mention such Product in any press release or other public statement without the prior consent of Sony, unless such disclosure is required by law, or the rules of any stock exchange on which D-BOX‟s shares or those of any of D-BOX's affiliates or subsidiaries are listed and provided that D-BOX promptly notifies Licensee in advance in writing (unless legally prohibited) and, subject to any overriding legal duty, cooperates with Sony regarding the timing and content of such disclosure.

5.6. Sony agrees to perform the following co-marketing activities in connection with each Product: (i) Sony will use reasonable efforts to include references to the theatrical release of such Product on Sony‟s page for the applicable motion picture on Facebook and on Sony‟s Twitter account for the applicable motion picture (it being understood that Sony will use reasonable efforts to include a reference on each of Facebook and Twitter both during the week before the applicable Film‟s initial theatrical release and during the week of the applicable Film‟s theatrical release); and (ii) Sony shall include the D-BOX logo and appropriate Sony- approved D-BOX-related company information below the fold on the partner subpage, if any, of Sony‟s immersive website or landing page for the applicable motion picture. The actual text of the aforementioned references shall be as determined by Sony in good faith, it being understood that the references will, subject to any text limitations, generally be along the lines (in tone and feel) of what was done by Sony for D-BOX (on each of Facebook and Twitter) in connection with the MFX presentation of the motion picture entitled “The Amazing Spider-Man.” For the avoidance of doubt, the foregoing co-marketing activities are non-exclusive and nothing in this Agreement shall in any way, directly or indirectly, affect Sony‟s rights to market or promote any motion picture and/or any Film in any manner that Sony may determine in its sole and absolute discretion.

5.7. Subject to the remainder of this Section 5.7 and with the approval of the applicable Exhibitor (sought by D-BOX), D-BOX may place a lobby kiosk in each supporting theater to show a MFX version of a clip, if any, provided and approved by Sony expressly for the purposes described in this Section 5.7. Any such clip shall be used solely to promote the upcoming or current availability of the applicable Product at the applicable Auditorium located at such theater. There will be no broadcast of any such clips whatsoever. D- BOX will not at any time, use, exploit, distribute, exhibit, broadcast, rebroadcast or license or authorize any other party to use the clips, or any part or portion thereof, (i) in any form of "theatrical" or "non-theatrical" exhibition as each such term is commonly understood in the entertainment industry; (ii) in any form or version of “television” or "pay television" as such term is commonly understood in the entertainment industry; or any form or version of audio-visual devices, now known or hereafter devised. Any use of any clips provided by Sony shall be subject to all additional restrictions and limitations specified by Sony (including, without limitation, limitations regarding period of use). Notwithstanding anything to the contrary contained herein (and without in any way broadening any of D-BOX‟s rights to use the applicable clip), D-BOX shall ensure that any use of any clips ceases immediately upon instructions from Sony (regardless of whether Sony originally indicated that the clip would be available for a longer time).

6. DELIVERABLE AND PRODUCTION SCHEDULE.

6.1. Sony (i) will provide D-BOX with the proper Materials to create each Product, which Materials shall as set forth in Schedule 3 attached hereto, and (ii) unless the parties otherwise specifically agree, use reasonable efforts to provide such Materials at least twenty (20) days in advance of the applicable Film‟s earliest national release date (it being understood that, if Sony does not provide such Materials within this timeframe, the parties will work together and use reasonable efforts to develop a deliverables schedule that enables the applicable Product to be created in time for its initial release date).

6.2. At no cost to Sony, D-BOX will use reasonable efforts to create a Product for Sony‟s initial review (at D-BOX‟s Los Angeles facility) no more than seven (7) days after the provision of the Materials to D-BOX. Sony will then provide D-BOX with feedback within three (3) business days of its review of the

- 6 - initial version of the Product. D-BOX, in turn, will, by the next business day following Sony‟s provision of the aforementioned feedback provide a revised Product that reflects Sony‟s feedback and make such revised Product available for Sony‟s review. If Sony does not approve the initial revised Product, the process described above shall be repeated until the Product is approved. Within one (1) business day after Sony‟s approval of the revised Product, D-BOX will provide to Sony (or if instructed by Sony, to Sony‟s designated duplication and delivery vendor (which vendor will, except as otherwise agreed by the parties, be Deluxe Digital)) (A) a version of the approved Product that is ready for duplication and delivery to theaters, and (B) the applicable D-BOX Motion code as a .BWF file. Notwithstanding anything to the contrary contained herein, in no event will any Product be duplicated, delivered to theaters or released absent Sony‟s final approval of such Product. In addition to the foregoing, to the extent a Product will be released in multiple territories and more than one version of the Product is necessary in order to service such territories (e.g., a different version is necessary as a result of added or deleted scenes in various territories, so-called censor‟s cuts, etc.), D-BOX will create territory-specific versions of the D-BOX Motion Code for each applicable Product (which territory-specific D-BOX Motion Code shall be created at no cost to Sony). Except as described below, Sony shall be responsible for the costs of incorporating the applicable D-BOX Motion Code into the DCP for the applicable Products (i.e., wrapping costs). The parties will use reasonable efforts to incorporate into Sony‟s DCP mastering work flow steps to incorporate the applicable D-BOX Motion Code for each Film as contemplated hereby. Notwithstanding the foregoing, however, in the event that Sony provides the Materials related to any versions of the applicable Product at least twenty (20) days in advance of the applicable Film‟s earliest national release date (or such later date as may be agreed upon by the parties) and provides feedback and approvals in a reasonable period of time as contemplated hereby, but the D-BOX Motion Code is not finalized and ready to be incorporated in the DCP for the applicable Product, D-BOX shall be responsible for the costs of incorporating the applicable D-BOX Motion Code into the DCP for the applicable Products (i.e., wrapping costs). In all cases, where D-BOX does not timely perform its obligations (including the timely provision of versions of the Product for Sony‟s review) and, as a result, Sony incurs additional costs to expedite the shipping of the Product to any Exhibitor, D-BOX shall reimburse Sony for any documented expenses incurred for such expedited delivery.

6.3. As part of the foregoing review process, Sony shall be given the opportunity to demo the Product and provide input and approvals. Sony shall exercise all reviews and approvals hereunder in a good faith manner and through its designees, Rory Bruer ([email protected]), John Naveira ([email protected]), Vincent Scotti ([email protected]), Russ Paris ([email protected]), Paul Stapley-Tovey ([email protected]), Brad Word ([email protected]), Jonathan Gordon ([email protected]), Quang Do ([email protected]), and/or Scott Sherr ([email protected]), which designees may be updated by written notice from Sony.

7. ALLOCATION AND PAYMENT OF D-BOX PREMIUM.

7.1. For the avoidance of doubt, all licensing and other terms and conditions related to portions of box office receipts other than the D-BOX Premium, shall be negotiated bilaterally between Sony and the applicable Exhibitors and shall be subject to the mutual agreement of Sony and each applicable Exhibitor. For purposes hereof, the “D-BOX Premium” means the amount of box office receipts representing the up-charge over and above the cost of a general admission ticket that Exhibitors charge for the MFX experience of the Film, net only of legally required admissions taxes that are actually paid.

7.2. With respect to the portion of the Territory comprised of the United States and Canada, Sony shall be entitled to a percentage of the D-BOX Premium that is equal to the Sony Percentage. For purposes hereof, the “Sony Percentage” shall, subject to Section 7.4, be: (i) for the Film comprised of The Amazing Spider-Man 2, forty-three percent (43%) of the D-BOX Premium; and (ii) for the other Films, forty percent (40%) of the D-BOX Premium. Sony shall collect the Sony Percentage of the D-BOX Premium directly from

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D-BOX and the applicable Exhibitor as follows: (a) for the Film comprised of The Amazing Spider-Man 2, Sony shall collect thirty-four percent (34%) of the D-BOX Premium from the Exhibitor and nine percent (9%) of the D-BOX Premium from D-BOX; and (b) for the other Films, Sony shall collect thirty-four three percent (34%) of the D-BOX Premium from the Exhibitor and six percent (6%) of the D-BOX Premium from D-BOX. In connection with the foregoing, D-BOX acknowledges and agrees that it has notified and instructed each Exhibitor in the United States and Canada that Sony is to receive from such Exhibitor an amount equal to thirty-four percent (34%) of the D-BOX Premium collected by such Exhibitor and D-BOX shall use reasonable efforts to ensure that such Exhibitor remits funds as instructed in accordance with this Agreement. For the avoidance of doubt, the Sony Percentage will be calculated based on the aggregate amount of the D-BOX Premium charged and collected by Exhibitors (using, where practical, the reports described in Section 7.6, as such reports may be adjusted to account for errors, as the basis for calculations). D-BOX shall pay its portion of the Sony Percentage to Sony within forty-five days following Sony‟s submission of an invoice to D-BOX, which invoice will be prepared (based, where practical, on the reports described in Section 7.6, subject to adjustments to account for errors) after the last exhibition that is part of the initial theatrical release of the applicable Film in the United States and Canada.

7.3. With respect to portions of the Territory outside the United States and Canada, except as otherwise mutually agreed in writing, Sony will pay to D-BOX the D-BOX Percentage of the D-BOX Premium, to the extent Sony has collected the applicable D-BOX Premium from the applicable Exhibitors. For purposes hereof, the “D-BOX Percentage” shall, subject to Section 7.4, be: (a) for the Film comprised of The Amazing Spider-Man 2, seven percent (7%) of the D-BOX Premium; and (b) for the other Films, ten percent (10%) of the D-BOX Premium. Sony shall pay the D-BOX Percentage to D-BOX within forty-five (45) days following D-BOX‟s submission of an invoice to Sony, which invoice will be prepared on a country-by-country basis (based, where practical, on the reports described in Section 7.6, subject to adjustments to account for errors) promptly after the last exhibition that is part of the initial theatrical release of the applicable Film in the applicable country. In connection with the foregoing, D-BOX acknowledges and agrees that it has notified and instructed each applicable Exhibitor that such Exhibitor is to negotiate all licensing and other terms and conditions related to box office receipts (including, without limitation, terms and conditions related to the D- BOX Premium) bilaterally between such Exhibitor and Sony. Notwithstanding the foregoing, Sony will not be responsible to pay any amounts, directly or indirectly, due to D-BOX under this Section 7.3 that are not, after reasonable collection efforts, paid by the applicable Exhibitor.

7.4. With respect to the portion of the Territory comprised of the United States and/or Canada, D- BOX will ensure that each Product is guaranteed, and receives, a two-week run (commencing on the applicable Product‟s national release date in the applicable country) at each theater at which it is Booked, which two-week run is exclusive as to all other MFX-enabled films or products that have yet to be widely theatrically released (i.e., no other featured motion pictures that are MFX-enabled and are in their initial theatrical release are exhibited on the applicable screens during such two-week period); provided, however, that for, and only for, the Film described in Section 2.1 as the 2014 Brad Pitt/David Ayer Project, the aforementioned two-week guaranteed exclusive run, shall be a one-week guaranteed exclusive run (the “P/A Exception”). In such portion of the Territory, to the extent a Product fails to receive such a two-week exclusive run (or, in the case of the P/A Exception, the guaranteed one-week exclusive run) at any auditorium of any Exhibitor, then, as applicable, Sony Percentage shall be increased by two percent (2%) or the D-BOX Percentage shall be decreased by two percent (2%), in each case, only with respect to the applicable auditoriums and/or Exhibitors. In addition to the foregoing, with respect to the portions of the Territory outside of the United States and Canada, D-BOX will use reasonable efforts to ensure that each Product is guaranteed, and receives, a two-week run (commencing on the applicable Product‟s national release date in the applicable country) at each theater at which it is Booked, which two-week run is exclusive as to all other MFX-enabled films or products that have yet to be widely theatrically released (i.e., no other featured motion pictures that are MFX-enabled and are in their initial theatrical release are exhibited on the applicable screens during such two-week period). In such portions of the Territory, to the extent D-BOX fails to use such efforts and a Product fails to receive such a

- 8 - two-week exclusive run at any auditorium of any Exhibitor, then, as applicable, Sony Percentage shall be increased by two percent (2%) or the D-BOX Percentage shall be decreased by two percent (2%), in each case, only with respect to the applicable auditoriums and/or Exhibitors. For the avoidance of doubt, there is no P/A Exception in connection with portions of the Territory that are outside the United States and Canada. This Section 7.4 is based on the schedule of theatrical releases for each Film in each country in the Territory in place as of the date hereof as set forth in Schedule 4 hereto. If a scheduling change by Sony causes D-BOX to be in default under this Section 7.4 with respect to any country in the Territory, then no adjustment of the D-BOX Percentage shall apply with respect to the applicable default.

7.5. All amounts payable hereunder shall be paid in United States Dollars. With respect to amounts remitted from territories outside the United States, Sony or D-BOX, as applicable, will use the applicable exchange rate between the applicable currency and the United States Dollar on the date of release in the applicable country, as published as the "interbank +/- 0%" "bid/sell" rate as reflected on the Currency Converter page at www.oanda.com for the applicable conversion date and currency (and if such currency converter and/or website is no longer available, the exchange rate between such currencies as published by such other internationally recognized financial reference source as may be mutually agreed upon by the parties, each acting in its reasonable discretion).

7.6. D-BOX shall provide to Sony reasonably detailed reports showing admission and other information for each Film, which reports will be in the form attached hereto as Exhibit A-1, A-2 and/or A-3, and shall contain the information required by such form. For the United States and Canada, such reports shall be provided within ten (10) days following the end of the month in which the final D-BOX presentation of the applicable Film in such Film‟s initial theatrical release in the United States or Canada occurs (e.g., if such final presentation were to occur on March 20, 2014, the report would be provided on or before April 10, 2014). For countries in the Territory other than the United States and Canada, such reports shall be provided, on a country- by-country basis within ten (10) days following the end of the month in which the final D-BOX presentation of the applicable Film in such Film‟s initial theatrical release in the applicable country. D-BOX will use all commercially reasonable efforts to ensure that such reports are as accurate and as timely as possible as well as to correct any systematic problems related to such reports. Sony acknowledges that, so long as D-BOX uses such efforts, errors in the reports shall not, in and of themselves, be breaches of this Agreement (it being understood that appropriate supplemental reports, adjustments, credits, refunds, supplemental invoices, etc. will be used to correct any errors that may be discovered). Additionally, D-BOX hereby agrees to provide to Sony (i) the Exhibitor logs relating to the Film that are electronically compiled by D-BOX (or otherwise provided to D-BOX by Exhibitor) and (ii) the dollar amount of the D-BOX portion of the D-BOX Premium (whether or not actually collected), it being understood that such logs are generated by the D-BOX Equipment as opposed to the point-of-sale systems.

8. MOST FAVORED TERMS.

D-BOX (A) represents, warrants and covenants that the Fees provided to Sony (whether by payment to Sony or, as contemplated by Section 7.3 (or other mechanism), retained by Sony) are, and will be, no less than any Fees that D-BOX has offered, offers or has otherwise provided to another licensee that is a studio or distributor whose motion pictures have been utilized in connection with the D-BOX Motion Code at any time in the past and/or at any time during the Term and (B) covenants that, with respect to all portions of the Territory other than the Excluded Countries (as may be specified by Sony from time-to-time), the Fees provided to Sony (whether by payment to Sony or, as contemplated by Section 7.3 (or other mechanism), retained by Sony) will be, no less than any Fees that D-BOX has offered, offers or has otherwise provided to another licensee that is a Major US Studio whose motion pictures have been utilized in connection with the D- BOX Motion Code during the Term. In the event that (other than with respect to any countries that Sony notifies D-BOX should be excluded from this obligation), D-BOX offers or provides Fees or allocations to any other licensee that would be a breach of the Covenant in (B) above, D-BOX shall offer to Sony such additional

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Fees and/or increase Sony‟s allocation of the D-BOX Premium applicable to the Film and any other Sony films that are made subject to this Agreement, effective as of the Effective Date. With respect to Sony‟s share of the D-BOX Premium that is adjusted retroactively, such incremental increase shall be paid in cash by D-BOX to Sony within thirty (30) days of the Effective Date, Sony shall have the right to engage an independent auditor to audit D-BOX to verify D-BOX‟s compliance with Section 7 and this Section 8, and such right will include the right for Sony‟s auditor‟s to review other agreements entered into by D-BOX (with appropriate confidentiality obligations to ensure that Sony is not provided with the identity of the licensees or distributors receiving the applicable Fees or allocations). For purposes hereof, “Major US Studio” means Universal City Studios LLP, Warner Bros. Entertainment Inc., Sony, Twentieth Century Fox Film Corporation, Paramount Pictures Corporation, The Walt Disney Company, and Lions Gate Entertainment Corp, each taken together with its respective affiliates and its authorized agents or their respective successors (so long as such agency extends to distribution matters).

9. SECURITY.

9.1. D-BOX shall employ all necessary and commercially reasonable security measures to protect the Materials provided by Sony to D-BOX hereunder against theft and unauthorized use. D-BOX acknowledges the paramount importance to Sony‟s business of secure storage and delivery of the Materials. D-BOX shall take and maintain such additional security measures as Sony, acting reasonable and in consultation with D-BOX, determines are necessary to comply with D-BOX‟s obligations hereunder and in accordance with the security protocol generally implemented by Deluxe Digital Media Management, Inc. (“Deluxe”) for the purpose of protecting Sony property in its possession, including, without limitation, assigning Sony-designated security personnel to monitor the Materials at any and all times prior to the Release Date. Sony‟s designated security personnel shall be Josh Farrar ([email protected]; 310-244-5516). D-BOX acknowledges and agrees that all work performed by D-BOX to create the Product shall take place at the Deluxe premises located at 6721 Romaine Street, Hollywood, CA 90038. Sony shall have the right during business hours on twenty-four (24) hours‟ notice at any time during the Term to inspect the foregoing premises and the D-BOX‟s facilities for the purpose of confirming D-BOX‟s compliance with this section.

9.2. D-BOX shall adhere to all reasonable and generally applicable Sony policies and guidelines, which are communicated to D-BOX in writing, applicable to the storage and shipment of Materials by Sony and its personnel and other vendors and service providers to Sony and its motion picture affiliates. Materials shall be accounted for from time of shipping to delivery. In the United States and Canada only, D-BOX shall use only bonded couriers.

9.3. In addition, D-BOX shall restrict access to Materials only to D-BOX employees who must be given access to such materials to perform their normal or necessary service, quality control, managerial, administrative, accounting, shipping, vault services or storing functions or otherwise necessary to render the services to be performed by D-BOX hereunder.

9.4. All public entrances to facilities containing the Materials shall be alarmed; video cameras shall cover access to areas containing Materials, with video recordings retained for a minimum of thirty (30) days; and procedures will be in place such that doors to shipping and receiving docks shall be closed and locked when not actively shipping or receiving products. Materials shall be accounted for from time of receipt through final disposition; visitors who are not authorized to have access to the Materials shall be escorted by D- BOX employees as necessary during visits to comply with D-BOX obligations under this Agreement. Visitor logs shall be maintained at such facilities, and stored for not less than the Term of this Agreement. D-BOX shall adhere to reasonable Sony guidelines, which are communicated to D-BOX in writing, for the destruction of Materials.

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10. NO CONSEQUENTIAL OR OTHER DAMAGES; LIABILITY LIMITATION.

Except for willful misconduct, any indemnification obligations set forth in this Agreement, fraud, or gross negligence, under no circumstances shall either party be liable for any special, indirect, incidental, or consequential damages of any kind or nature whatsoever arising out of or in any way related to this agreement, the D-BOX Motion Code, any products, any works, or the use or inability to use any products.

11. TERM AND TERMINATION.

11.1. This Agreement shall be remain in force from the Effective Date through the date that is six months after the initial theatrical release date in the Territory for the Film with the latest initial release date in the Territory (the “Term”), unless and until terminated earlier in accordance with the terms of this Section 11.

11.2. This Agreement may be terminated by either party, immediately upon written notice to the other party, if such other party is in material breach of its obligations under this Agreement and fails to cure such default within thirty (30) days after written notice thereof to such other party.

11.3. Sections 4, 4,1, 4.3, 4.4, 4.6 and 9 through 12 shall survive any termination of this Agreement. Nothing in this section will be deemed to limit either party‟s rights or claims which have accrued prior to expiration or termination.

12. GOVERNING LAW AND JURISDICTION; MISCELLANEOUS.

12.1. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York and the laws of the United States applicable therein. The Parties agree that any disputes regarding their respective rights and obligations hereunder shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which arbitration shall be held in New York, NY. D-BOX shall not seek to enjoin or be entitled to an injunction to enjoin Sony‟s distribution of any motion picture or any Film for any reason, including any purported breach of this Agreement. D-BOX agrees that its remedies with respect to an action arising out of or related to this Agreement shall be limited to seeking only damages.

12.2. All license rights granted under or pursuant to this Agreement by D-BOX to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the “Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Code. The parties acknowledge and agree that Sony, as a licensee of such rights under this Agreement, shall retain and may fully exercise all rights and elections, and receive any and all benefits, under the Code.

12.3. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

12.4. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

12.5. All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section.

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12.6. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, fiduciary, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other‟s behalf without the other‟s prior written consent.

12.7. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.

12.8. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement: D-BOX: Sony: D-BOX TECHNOLOGIES INC. SONY PICTURES RELEASING CORPORATION

By: ______By: ______Name: Claude Mc Master Name: Title: President and CEO Title: Address: 2172 rue de la Province, Longueuil, Québec Québec, Canada J4G 1R7 SONY PICTURES RELEASING INTERNATIONAL Fax: (450) 442-3230 CORPORATION

By: ______Name: Title:

COLUMBIA PICTURES INDUSTRIES, INC.

By: ______Name: Title:

For noticing purposes hereunder: Sony Pictures Releasing Corporation Columbia Pictures Industries, Inc. 10202 W. Washington Blvd. Culver City, CA 90232 Attention: Senior Vice President of Digital Cinema Operations (currently, Scott Sherr, Jimmy Stewart Building) Phone: * (310) 244-4727 Fax: (310) 244-1470 Email: * [email protected]

With a copy to: Sony Pictures Entertainment Office of General Counsel 10202 W. Washington Blvd. Culver City, CA 90232 Attention: Legal Department Representative (currently, Eric Gaynor) Telephone: * 310-244-8302 Facsimile: 310-244-0510 Email: * [email protected] *NOTE: Telephone and email contact information is provided for convenience only. Notices may not be given telephonically or by email. IMPORTANT: The parties agree to transmit signed counterparts of this Agreement by fax or email to D-BOX. The date of transmission of the last signed copy will become the Effective Date of the Agreement.

[Signature Page to the License Agreement between D-BOX and Sony Pictures Releasing Corporation and Columbia Pictures Industries, Inc.]

Schedule 1 LOGO AND TRADE-MARK(Ref s.3.2 and 5) Logo:

Trade-Mark: “D-BOX MOTION CODETM”

Trade-Mark: “LIVE THE ACTIONTM”

Schedule 2

Account Name Chain Country 2757-3575 Quebec Inc. Carrefour du Nord Canada Aeon Entertainment Co. Ltd Aeon Cinema Japan Ak-Chin Indian Community UltraStar Cinemas United States Ambassador Theatres Ambassador Taiwan Anaheim Cinema Group Inc. UltraStar Cinemas United States Bryan Premiere Cinema, L.P. Premiere Cinemas United States Burleson Premiere Cinema, LLC Premiere Cinemas United States Camera Cinemas at the Pruneyard LP Camera Cinemas United States CanAm Theatres MOA, LLC Theatres Mall of America United States Carmike Cinemas, Inc. Carmike United States CH Canton, LLC United States CH Novi, LLC Emagine Entertainment United States Cinelux Theatres Morgan Hill, LLC Cinelux United States Cinelux Theatres Scotts Valley, LLC Cinelux United States Cinéma Beloeil Inc. Cinéma Beloeil Canada Cinema Hollywood, LLC Emagine Entertainment United States Cinéma RGFM Drummondville Inc. Les cinémas RGFM Canada Cinema West, LLC Cinema West United States Cinemark Chile S.A. Cinemark Chile Cinemark Colombia S.A.S. Cinemark United States Cinemark Peru S.R.L. Cinemark United States Cinemark USA, Inc. Cinemark United States Cineplex Entertainment LP Cineplex Canada Cineworld Cinemas Limited Cineworld Cinemas United Kingdom III, LLC Cobb Theatres United States DC Apple Valley Cinema, LLC Digiplex United States DC Lisbon Cinema, LLC Digiplex United States DC Mission Marketplace Cinema, LLC Digiplex United States DC Mission Valley Cinema, LLC Digiplex United States DC Poway Cinema, LLC Digiplex United States DC Surprise Cinema, LLC Digiplex United States Dcinex Benelux B.V. JT Bioscopen Netherlands DCinex Czech Republic S.R.O. Czech Republic Dcinex Deutschland GmbH Germany Dcinex GMBH Austria Dipson Theatres, Inc Dipson Theatres United States Eastern Shores, Inc O'Neil Cinemas United States El Paso Premiere Cinema, L.P. Premiere Cinemas United States Epping Cinemas, LLC O'Neil Cinemas United States Frank Theatres LLC Frank Theatres United States Galaxy Realty, LLC Galaxy United States Galaxy Theatres, LLC Galaxy United States Gaumont Pathé SAS Gaumont Pathé France Republic of Golden Village Multiplex Pte Ltd Singapore

Goodrich Quality Theaters Inc. Goodrich Quality Theaters United States Hanover Theater Partners, L.P. RC Theatres United States Hoyts Cinemas (NZ) Limited Hoyts Cinema Australia Icon Motion Pictures and Music Inc. Icon Cinema United States Kinomax JSC Kinomax Russia Lark International Holdings UA Cinemas Hong Kong Larry H. Miller Theatres Inc. United States Les Cinémas RGFM Inc. Les cinémas RGFM Canada Linia Kino Cinema Planeta LLC Linia Kino Ukraine Lisbon Theaters Inc. United States Loeks Theatres Inc. Celebration! Cinema United States Lubbock Noret Premiere Cinema L.P. Premiere Cinemas United States M.I. Chuev Barguzin Russia Marcus Cinemas of Minnesota and Illinois Inc. Marcus Theatres United States Maya Cinemas North America, Inc. Maya Cinemas United States Mission Marketplace Cinemas United States Movie Gems Inc. United States Northstar Partners, LLC Emagine Entertainment United States Odeon Cinemas Limited Odeon United Kingdom Orange Sky Golden Harvest Entertainment Company LTD Golden Harvest Hong Kong Orlando Premiere Cinema, LLC Premiere Cinemas United States PAO Multiplex Holding Multiplex Ukraine RC Theatres Management Corp. RC Theatres United States Regency Theatres Inc. Regency Theatres United States Rio Rancho Premiere Cinema, L.P. Premiere Cinemas United States Rotterdam Square Cinemas Inc. Zurich Cinemas United States Royal Oak, LLC Emagine Entertainment United States Operations LTD Santikos Theatres United States Scottsdale Cinemas Group Inc. UltraStar Cinemas United States ShowBiz Cinemas LLC ShowBiz Cinemas United States Starplex Operating LLC Starplex United States Temple Premiere Cinema, Inc. Premiere Cinemas United States Trails Cinema Partners Moviehouse and Eatery United States VSS-Southern Theatres LLC AmStar Cinemas United States WF Cinema Holdings, L.P. Mann Theatres United States Xoperus Limited Luxor Cyprus

Schedule 3

Deliverables of content from Sony shall be in the following format:

Motion JPEG A QTs @ 24fps (720 X 480) broken into reels 5.1 master BWAV files should be delivered separately written to a DVD-R

Schedule 4

Release Dates

Film Country & Release Date “The Amazing Spider-Man 2” Austria: April 17, 2014 Canada: May 2, 2014 Chile: May 1, 2014 Colombia: May 1, 2014 France: April 30, 2014 Germany: April 17, 2014 Hong Kong: May 1, 2014 Japan: April 25, 2014 Netherlands: April 24, 2014 New Zealand: April 17, 2014 Peru: April 24, 2014 Singapore: May 1, 2014 Russia: April 24, 2014 Slovakia: May 1, 2014 Switzerland: April 30, 2014 Taiwan: April 23, 2014 Ukraine: April 24, 2014 United Kingdom: April 18, 2014 United States: May 2, 2014

“The Equalizer” Austria: October 31, 2014 Canada: September 26, 2014 Chile: October 30, 2014 Colombia: October 17, 2014 France: October 1, 2014 Germany: October 30, 2014 Hong Kong: September 25, 2014 Japan: October 24, 2014 Netherlands: September 25, 2014 New Zealand: October 23, 2014 Peru: October 30, 2014 Singapore: September 25, 2014 Russia: September 25, 2014 Slovakia: September 25, 2014 Switzerland: October 22, 2014 Taiwan: September 26, 2014 Ukraine: September 25, 2014 United Kingdom: October 10, 2014 United States: September 26, 2014

The currently untitled motion picture known as the 2014 Austria: October 24, 2014 Brad Pitt/David Ayer Project (currently known, for internal Canada: November 14, 2014 purposes only, as “Fury”) Chile: November 20, 2014 Colombia: October 29, 2014 France: October 22, 2014 Germany: October 23, 2014 Hong Kong: no rights Japan: no rights Netherlands: October 23, 2014 New Zealand: November 27, 2014 Peru: November 13, 2014

Film Country & Release Date Singapore: no rights Russia: October 30, 2014 Slovakia: no rights Switzerland: October 22, 2014 Taiwan: no rights Ukraine: no rights United Kingdom: October 24, 2014 United States: November 14, 2014

EXHIBIT A

On a per Film basis, each of the reports, containing the following populated fields, shall be provided for each D-Box location, subtotaled by circuit, and for Reports A-2 and A-3 totaled by territory

Exhibit A-1 – North America, Exhibitor Report (Please insert page break by Circuit)

Upcharge (net Amt of D-Box Upcharge less 34% of Net # D-Box of admission Territory Exhibitor Theatre City Playdate Upcharge (local applicable Upcharge Admissions tax) (local currency) admission tax (local curency) currency)

Exhibit A-2 – North America, D-Box Report

Upcharge Amt of D- Upcharge (net of 6% of Net Box less # D-Box Exchange Territory Exhibitor Theatre City Playdate admission Upcharge US$ Upcharge applicable Admissions Rate tax) (local (local curency) (local currency) admission tax currency)

Exhibit A-3 – Outside North America, Summary Report

Amt of D-Box Upcharge less Upcharge (net of # D-Box Territory Exhibitor Theatre City Playdate Upcharge applicable admission tax) (local Admissions currency) admission tax (local currency)