SPHE WB DRAFT 101/213/11

CONFIDENTIAL NON-BINDING TERM SHEET FOR DISCUSSION PURPOSES ONLY

Term Sheet for UltraViolet Digital Copy Fulfillment Services

Licensor Culver Inc. (“Content Provider”)

Licensee Flixster Inc. (“Licensee“)

Territory United States only. Other territories may be added by mutual agreement.

Purpose To facilitate and support the launch and initial adoption of the UltraViolet (“UV”) Ecosystem by providing for back-end retailer and digital locker services to fulfill UV-enabled Digital Copies for Content Provider and Blu-Ray discs.

Term • For addition of new Included Titles: One year • For Redemption Services: Two years from the home video street date of an Included Title • For Fulfillment Services: Five years from the redemption of a UV Digital Copy. [Note: Can Flixster verify original redemption date?] [Note: we can validate the original token deposit date.]

UV Locker Licensee’s online fulfillment portal located at .flixster.com (the Rights “Service”), through which consumers who have purchased DVDs and/or Blu- Fulfillment Ray discs (together, “DVDs”) are able to access and receive UltraViolet Service (“UV”) UV-enabled digital copies (“UV Digital Copies”) by redeeming unique authentication codes included with the purchase of DVDs (“Authentication Codes”), including those containing certain movies and television programs produced by Content Provider.

Rights Granted The non-exclusive right (1) to redeem and fulfill Authentication Codes included with consumer purchases of designated Content Provider DVDs (“Included DVDs”), (2) to deposit Rights Tokens for the motion pictures and television programs represented on such Content Provider DVDs (“Included Titles”) with the UV Coordinator for the account of such Authorized Users, and (3) to deliver to Authorized Users (as defined below) UV Digital Copies of the Included Titles (as defined below) (a) prior to the CFF Sunrise, (i) via download when acting as a Phased Retailer and (ii) via streaming when acting as a UV Licensed Locker Access Service Provider (“LASP”) or partnering with a LASP approved in writing by Content Provider, in accordance with the Usage Rules, and (b) after the CFF Sunrise, (i) via download from when acting as a Retailer and using a Licensed Download Service Provider (“DSP”) and (ii) via streaming when acting as a LASP or partnering with a LASP approved in writing by Content Provider, in accordance with the Usage Rules (the “UV-DC Fulfillment Rights”). [TJW: do we think we need to add something like “In all cases in full compliance with the UltraViolet Phased Retailer, Retailer and LASP Agreements?]

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Included Titles Those titles listed on Exhibit A hereto, and such other motion pictures and television programs specified by Content Provider agreed to by the parties.

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Services Licensee shall perform the following services in connection with the Provided exploitation of the UV-DC Fulfillment Rights in accordance with and subject to the Implementation and Launch Timeline set forth on Exhibit C and using Licensee’s standard redemption flow (as it may be modified from time to time):

Redemption Services: • Initially as a UV-authorized “Phased Retailer” and thereafter as a UV- authorized “Retailer,” register users who have purchased an Included DVD (“Authorized Users”) through the creation of a user account, or logging into an existing user account, on Flixster.com. • Initially as a UV-authorized “Phased Retailer” and thereafter as a UV- authorized “Retailer,” enable Authorized Users to create, or to log in to an existing, UV account. • Redeem Authentication Codes entered by Authorized Users, by checking against a registry of Authentication Codes maintained by Content Provider to ensure that such Authentication Codes are not redeemed more than once. • Subject to Content Provider having properly registered the Included Titles with the UV Coordinator, deposit a Rights Token for the relevant Included Title with the UV Coordinator. Until such time as Redemption Services are implemented for the Included Titles [TJW: do we think there might be delays in the Redemption Services such that we should have some timescale here?], Licensee will display box art of the Included Titles on the Service, and will include links next to the box art that redirects end users to Content Provider’s direct-to-consumer site for purposes of redemption.

Fulfillment Services: • For Authorized Users who have redeemed Authentication Codes for an Included Title or any Authorized User who has a Rights Token in his or her UV locker with respect to an Included Title, Licensee shall deliver or cause to deliver UV Digital Copies of such Included Titles to such Authorized User in standard definition the resolution(s) specified by Content Provider and in accordance with the Usage Rules o via download as a Phased Retailer prior to the CFF Sunrise, and thereafter through a UV-authorized DSP (initially Warner Bros. Advanced Digital Services) and o via streaming through a UV-authorized LASP (initially Warner Bros. Advanced Digital Services), in accordance with the UV-DC Fulfillment Rights.

Customer Support Services: • Licensee shall provide customer support services in connection with the Redemption Services and the Fulfillment Services; provided that Content Provider shall reimburse Licensee for customer service costs for customer interactions that result from acts or omissions of Content Provider, up to a maximum amount of $[______] per year. Licensee will promptly notify Content Provider of all such customer interactions

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CONFIDENTIAL NON-BINDING TERM SHEET FOR DISCUSSION PURPOSES ONLY

Authorized User With respect to the user display of Included Titles on the area of the UV Locker Display Digital Copy Fulfillment Service that displays the user’s UV locker titles (e.g., on the UV “My Videos”, “Media Library”, “My Collection”) within a reasonable time Locker Rights following the availability of the Included Titles through the Service: Fulfillment Service i. Titles m Must either be segregated between titles acquired on a UV basis and titles viewable on a non-UV basis (e.g., VOD, Netflix queue), or the basis on which such titles are viewable must be indicated. ii. UV title display will clearly designate indicate whether the user’s rights are for HD rights andor SD or bothrights, and will be searchable by resolution. iii. Licensee will use commercially reasonable efforts to ensure that, Ffor non-UV title displays, box art may only be displayed if a UV purchase option is also presented to the viewer if available. iv. Licensee will use commercially reasonable efforts to ensure that, Iif customers are able to browse friends’ movie collections, Licensee must display a UV purchase offer next to anyfor any Included Titles in such collections is presented to the viewer (in UV and non-UV display), if available. v. If Licensee permits, via an API, a third party to access and display a user’s media library, Licensee will use commercially reasonable efforts to pass through the foregoing restriction requirements with respect to user displays. [TJW: if the 3 rd party is an UltraViolet Retailer or LASP seeing the User’s locker then that will be governed by UV agreements, and if it is another sort of retailer, what sort will it be and do we really want to allow this?]

Usage Rules Prior to the CFF Sunrise: • Up to three (3) two (2) downloads to Authorized Devices, subject to the Phased Retailer addendum and UV Management Committee approval; • Unlimited streaming to Authorized Devices; provided that no more than three (3) concurrent streams per account are permitted;

After the CFF Sunrise, the standard UV Usage Rules.

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Authorized • Prior to or after the CFF Sunrise, for downloads, PCs, and Mac Devices computers, using the Flixster Collections client application, and iOS and Android tablets and mobile devices using the Flixster mobile app, after the CFF Sunrise, other UV compliant clients. Licensee represents and warrants that the Flixster Collections and Flixster client applications isare UV-compliant. [TJW: how can they be compliant now? There aren’t set compliance rule are there? Do we want specific assurances that the streaming apps meet the LASP Compliance Rules?] • Initially, for streaming, those devices mutually agreed to by the partiesPCs, Mac computers .and iOS and Android tablets and mobile devices and Google TV 2.0 devices and Adobe Air for TV 2.0 compliant devices. • Other UV-compliant devices may be added following the CFF Sunrise. Licensee shall at all times support the same devices for Included Titles as it does for Warner Bros. titles made available in the same resolution.

DRM/Security Prior to CFF Sunrise, the DRM will be: Requirements • Adobe Flash Access 2.0+ for downloads and streaming to PCs and Macs and • Adobe Flash Access 2.0+ for streaming to TVs and Blu-ray players • Widevine and Flash Access 2.0 for streaming and downloads to iOS and Android tablets and .

After the CFF Sunrise, the DRM will be any of those specified by UV. [TJW: do we want to break this down and say that for download, an Approved DRM, and for streaming, an Approved Streaming Method?]

Content Provider shall provide additional content protection requirements (including requirements specific to HD) that will apply to the Fulfillment Services prior to and after the CFF Sunrise.[Note to : Please provide these requirements]

Licensee shall, at a minimum, at all times employ the same DRM and security protections with respect to its handling and distribution of the Included Titles as it does for Warner Bros. titles.

Technical Content Provider shall deliver to Licensee (or its designated LASP and DSP) Specifications no later than __ days prior to the home video street date of any Included Title, encoded copies ofmezzanine files for the Included Titles that meet the specifications set forth on Exhibit B (the “Specifications”), along with related metadata and artwork.

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Financial The Service shall not charge customers for the redemption of Digital Copies. Terms; Costs No fees shall be payable by Content Provider to Licensee or by Licensee to Content Provider in connection with the Services or the exploitation of the UV- DC Fulfillment Rights.

Each party will bear its own costs in connection with the exploitation of the UV-DC Fulfillment Rights and the Services, subject to the following:

• Licensee Content Provider shall be responsible for all costs associated with Content Provider providing Licensee (or its designated LASP and DSP) with mezzanine files for encoded copies of the Included Titles that meet the Specifications, along with related metadata and artwork;

• Licensee shall be responsible for the UV Coordinator rights token fees payable by the Retailer for all Digital Copy Redemptions of Included Titles redeemed through the Service;

• Licensee shall be responsible for all bandwidth and license delivery costs for delivery of Included Titles to consumers for one year following home video street date of the relevant Included DVD; thereafter, such costs shall be shared equally by the parties; Licensee shall at all times comply with applicable UV requirements regarding charging consumers for bandwidth costs; [TJW: how will the bandwidth costs be calculated?]

• To the extent that it is determined at any time that the exploitation of the UV-DC Fulfillment Rights requires the payment of royalties to any music performing rights societies, Licensee shall indemnify Content Provider for any such obligations or costs such costs shall be borne equally by the parties.

Marketing; The parties may discuss and may agree upon special promotional offers from Promotions time to time.

Reporting TBD

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Other Terms Content Provider shall indemnify Licensee from and against any third party claims related to the Included Titles and the exploitation of the UV-DC Fulfillment Rights with respect to the Included Titles in accordance with this Term Sheet.

Licensee shall be entitled to assign its obligations under the Definitive Agreement to another UV-authorized Retailer, and LicenseeFlixster may contract with one or more different LASPs and/or DSPs to perform Fulfillment Services; provided that Content Provider shall the right to approve all such LASPs. [TJW: I think we would be okay with the assignment to another DSP but do we want to allow them to select any other REailer or LASP? Wouldn’t we want some right of approval here?]

Other terms and conditions shall be mutually agreed to by the parties, including disclaimers of implied warranties, waiver of consequential, incidental damages, and appropriate limitations of liability.

Definitive This Term Sheet is not legally binding and shall not create any legal rights or Agreement obligations between the parties, except that the terms of this Term Sheet will be deemed confidential information and will not be disclosed by either party. Except for the foregoing, no agreement shall exist between the parties unless and until a mutually acceptable definitive agreement (“Definitive Agreement”) incorporating the matters set forth herein along with other customary provisions is executed by the parties. All capitalized terms not otherwise defined herein shall have the meaning assigned thereto in the UV agreements for the UV ecosystem.

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Exhibit A

INCLUDED TITLES

Smurfs Friends with Benefits

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Exhibit B

ENCODING AND TECHNICAL FILE SPECIFICATIONS

[to come]

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CONFIDENTIAL NON-BINDING TERM SHEET FOR DISCUSSION PURPOSES ONLY

Exhibit C

IMPLEMENTATION AND LAUNCH TIMELINE

[Timelines under review.]

Milestone Weeks before Street Date

Digital Copy work order request -16

Content metadata due -10 (Synopsis, Rating, Director, One Sheets)

Encoded media files due to ADS -7

Street Date 0

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