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H:\LEGAL\Sgerse\22 Jump Street\Mrcco CO-FINANCING AND DISTRIBUTION AGREEMENT COLUMBIA PICTURES INDUSTRIES, INC. AND MRC II DISTRIBUTION COMPANY L.P. “22 JUMP STREET” This CO-FINANCING AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of this 25th day of March, 2014 between Columbia Pictures Industries, Inc., a California corporation (“Studio”) and MRC II Distribution Company L.P., a Delaware limited partnership (“Financier”). Studio and Financier shall each be referred to as a “Party” and collectively as the “Parties”. In consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agrees as follows: 1. FINANCING COMMITMENT. Financier shall finance an amount equal to 10% of the “Final Direct Cost” (as defined below) of the motion picture tentatively entitled “22 Jump Street” (the “Picture”), provided that for purposes of Financier’s financing, the Final Direct Cost shall not exceed the “Final Cost Cap” (as defined below) . Attached as Exhibit “A” is a summary of the principal elements for the Picture as of the date hereof. Studio represents that the Picture when released will satisfy the following criteria (collectively, the “Picture Criteria”): (1) it will be filmed primarily in the English language; (2) it will be filmed primarily in color; (3) it will have an MPAA rating no more restrictive than “R”; (4) it will have a minimum running time (including end titles) of 90 minutes, (5) it will be directed by Phil Lord and Chris Miller, and (6) it will star Jonah Hill and Channing Tatum. 2. PRODUCTION FUNDING AND PRODUCTION MATTERS. (a) Final Direct Cost. As used in this Agreement, the term “Final Direct Cost” shall mean and include, with respect to the Picture, the sum of all actual, direct costs, charges and expenses paid or incurred by Studio in connection with the development, preparation, production, acquisition, completion and delivery of the Picture (including all actual, direct, out-of- pocket development costs); provided, Studio may charge to the Picture, to the extent such costs are included in the Budgeted Cost of the Picture: (i) an allocable portion of costs for in-house personnel rendering services that would customarily be rendered by “free lance” employees on a production and included in the production budget; and (ii) an amount for studio space, stages, and facilities, reproduction and processing equipment, film supplies, laboratory and sound services utilized in connection with the Picture, with both (i) and (ii) determined in the same manner as Studio customarily determines the direct cost of other motion pictures produced, distributed and/or financed by it (but in no event more than Studio would charge an unrelated third party for such facilities, equipment and services); and provided, further, that except as expressly set forth in H:\LEGAL\SGerse\22 Jump Street\MRCCo-Financing4.1.docH:\LEGAL\SGerse\22 Jump Street\MRCCo-Financing3.2.doc clause (i) or (ii) of the previous proviso, internally allocated costs and overhead for the salaries and expenses of any administrative or executive personnel shall not be included in Final Direct Cost. (b) Production Benefits. Studio and Financier shall share in the following (“Production Benefits”) according to the “Financing Share” of each Party (as defined below): (i) the net benefits of any governmental incentives, governmental monetary discounts, governmental subsidies, and governmental rebates and tax advantaged financings actually received by or credited to Studio or any of its parent, subsidiary or affiliated companies (“Affiliates”) directly relating to the production of the Picture (but not including any tax incentive the benefit of which is calculated based on income or receipts derived from exploitation of the Picture (e.g., benefits available under Sections 114 or 199 of the Internal Revenue Code of 1986, as amended (the “Code”)), after deduction of Studio’s actual out-of-pocket third party transaction costs (e.g., outside attorney and outside accountant fees); and (ii) any net insurance recoveries actually received by or credited to Studio or any of its Affiliates directly relating to the Picture, after deduction of Studio’s actual out-of-pocket third party transaction costs (e.g., outside attorney and outside accountant fees). Studio shall have the right in its sole discretion to enter into any and all transactions of the nature specified above. Production Benefits received by or credited to Studio or any of its Affiliates during production of the Picture shall be applied to reduce the Final Direct Cost of the Picture. Production Benefits received by or credited to Studio or any of its Affiliates after completion of production shall be divided between Financier and Studio in accordance with the Financing Share of each Party. All Production Benefits received by or credited to Studio or any of its Affiliates shall be deemed to constitute a reduction to the parties’ respective contributions toward the Final Direct Costs of the Picture. Financier hereby agrees to cooperate with Studio in connection with obtaining any Production Benefits for the Picture, and in connection therewith, Financier hereby agrees to execute and deliver to Studio any and all documents or instruments reasonably requested by Studio that are necessary or desirable in obtaining any Production Benefits for the Picture. If Financier fails to execute and deliver to Studio any such document or instrument reasonably required to be delivered hereunder within five business days after presentment thereof, Financier hereby appoints Studio as its attorney-in-fact with full power and authority to execute any such document or instrument. Upon Financier’s request, Studio will provide Financier with copies of any such documents executed on Financier’s behalf. The foregoing power is coupled with an interest and is irrevocable. (c) Budgeted Cost and Final Cost Cap. As used in this Agreement, the term “Budgeted Cost” shall mean the gross sum of Eighty-Four Million Five Hundred Ten Thousand Two Hundred Eighty-Eight Dollars ($84,510,288), which is Studio’s final ingoing direct cost “gross” budget for the Picture (as determined by Studio in accordance with its customary procedures) as of the date hereof. Studio anticipates that Production Benefits in connection with the Picture shall be approximately Seventeen Million Six Hundred Forty Thousand Two Hundred Fifty-Nine Thousand Dollars ($17,640,259), resulting in a “net” Budgeted Cost of Sixty-Six Million Eight Hundred Seventy Thousand Twenty-Nine Dollars ($66,870,029). As used in this Agreement, the term “Final Cost Cap” shall mean the sum of (i) the Budgeted Cost of the Picture plus (ii) a contingency in the amount of 10% of the “net” Budgeted Cost (the “Contingency”) (i.e., $6,687,003), for a total Final Cost Cap of Ninety-One Million One Hundred Ninety-Seven Thousand Two Hundred Ninety-One Dollars ($91,197,291). H:\LEGAL\SGerse\22 Jump Street\MRCCo-Financing4.1.docH:\LEGAL\SGerse\22 Jump Street\MRCCo-Financing3.2.doc (d) Production Funding. (1) Financier shall pay to Studio an amount equal to Ten Percent (10%) of the Final Direct Costs of the Picture up to the Final Cost Cap (the “Financier Picture Payment”). (Financier’s “Financing Share” shall be Ten Percent (10%) and Studio’s “Financing Share” shall be Ninety Percent (90%)). Upon execution of this Agreement, Financier shall pay Studio an amount equal to ten percent (10%) of the Final Direct Costs incurred up to that date by Studio in connection with the Picture (the “Prior Costs”), and thereafter shall continue to advance an amount equal to Financier’s Financing Share of the Final Direct Costs (up to the Final Cost Cap) of the Picture in accordance with Studio’s cash flow schedule for the Picture. Notwithstanding the foregoing, as this Agreement is being executed within thirty (30) days of the Picture’s initial release, Studio shall invoice Financier for Financier’s Financing Share of the Final Direct Costs as estimated by Studio as of the date of invoice (“Estimated Final Costs”); Financier shall pay Financier’s Financing Share of the Estimated Final Costs (the “EFC Financier Picture Payment”) upon execution of this Formatted: Font: Bold Agreement (the “Payment Date”). (2) Any actual production costs of in excess of the Final Cost Cap are referred to as “Excess Production Costs” and shall be funded solely by Studio, unless otherwise agreed by Financier. Studio’s payment of Excess Production Costs shall not affect Financier’s ownership interest in the Picture or Studio’s and Financier’s respective “Overages Share” (as defined below), but Studio may recoup such Excess Production Costs as set forth in Section 6(d)(2) below. (e) Unconditional Obligation. Notwithstanding any other provision of this Agreement, Financier’s obligation to pay the Financier Picture Payment (including any true-ups with respect thereto) for the Picture as and when due is absolute and unconditional. Notwithstanding any other provision of this Agreement, in addition to, and not in limitation of, all remedies that Studio may have under applicable law and this Agreement, including, without limitation, all rights of termination, offset, setoff, and recoupment (solely with respect to the Picture), upon any failure by Financier to pay to Studio the EFC Financier Picture Payment on the Payment Date or to pay to Studio any other amounts payable to Studio hereunder, including, without limitation, any amounts payable by Financier pursuant to Section 2(f) hereof, and provided such failure has not been cured within five business days after Studio has given Financier written notice of such failure, Studio shall have the right, in its sole discretion, to apply any balances, credits and monies that Studio otherwise owes to Financier pursuant to Section 6 hereof, or any other provision of this Agreement, with respect to the Picture to the payment of the Financier Picture Payment or to the payment of any other amounts otherwise payable to Studio hereunder with respect to the Picture.
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