SUBSCRIPTION VIDEO-ON-DEMAND LICENSE AGREEMENT

THIS SUBSCRIPTION VIDEO-ON-DEMAND LICENSE AGREEMENT (this “Agreement”), dated as of August 4, 2010June __, 2011 (“Effective Date”), is entered into by and between Sony Pictures Television Canada, a division of Columbia Pictures Industries, Inc. [CPT Holdings, Inc.] (“Licensor”) and Netflix, Inc. (“Licensee”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. All capitalized terms used herein and not otherwise defined in this Agreement shall have the meanings set forth below. 1.1 “Applications” shall mean web applications created by developers using Application Programming Interfaces (commonly known as APIs) released by Licensee, which web applications will enable Registered Users and other users, as applicable, to, for example, access Licensee’s website; add or remove a movie from a Registered User’s “queue”; or receive and watch, via Approved Delivery, a trailer, Promotional Preview or Included Program. For the avoidance of doubt, the playback of Included Programs through the use of Applications shall be available to Registered Users only and will be hosted and authenticated by the SVOD Service, subject to the terms and conditions of this Agreement (including, without limitation, the Usage Rules) and, except for Netflix-Branded Playback Applications, shall require the launch of a separate web-browser window or similar user experience (i.e., the launch of a new playback window or web page) in which the Included Program will be playable. 1.2 “Approved Delivery” shall mean the streaming delivery of an encrypted digital electronic file over the public, global network of interconnected networks known as the Internet or “Worldwide Web”, using technology which is currently known as Internet Protocol, solely to an IP-addressable device. In no event shall “Approved Delivery” include downloading; provided that the limited buffering or caching of a temporary file that is inaccessible after initial viewing shall not be deemed downloading in violation of the requirements for “Approved Delivery.” For purposes of clarification, “Approved Delivery” shall include without limitation streaming delivery over the public Internet accessed (i) through the use of Blu-ray discs or other optical media that contain certain client software (excluding any Blu-ray discs or other optical media that contain pre-recorded long-form audiovisual content) that will initiate and authenticate (by utilizing the disc or optical media in an Approved Device) the transmission of data via IP (e.g., “BD-Live” technology) from the SVOD Service; [(ii) through any private, closed or walled-garden IP networks (but in no event through any closed and proprietary cellular audio- visual content service or through any closed and proprietary satellite, cable or fiber optic video distribution service)]; and (iii) through the use of Applications. [What is the bracketed language intended to cover?] 1.3 “Approved Device” shall mean a Software Device or Hardware Device (i) designed to directly receive audio-visual programming and a decryption key via Approved Delivery and output such programming for exhibition on its associated video monitor and (ii) capable of enforcing (a) the security and content protection specifications set forth on Schedule B attached hereto or such other specifications reasonably agreed to by the parties and (b) the usage rules set forth on Schedule D attached hereto. 1.4 “Approved Format” shall mean a digital electronic media file compressed and encoded for secure transmission (a) in a Content Protection System and resolution in accordance with the specifications set forth in Schedule B attached hereto or (b) such other format as Licensor may approve in Licensor’s sole discretion. 1.5 “Avail Term” shall have the meaning assigned in Article 3 hereof. 1.6 “Availability Date” with respect to an Included Program shall mean the date on which such program is first made available for exhibition hereunder. 1.7 “Availability List” shall mean a list of Feature Films and/or Television Episodes that are available for licensing hereunder. 1.8 “Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) any day on which banks in Los Angeles, California are closed or are authorized to be closed. 1.9 “ Cantinflas Features ” shall mean feature films which Licensor makes available for license hereunder featuring Fortino Mario Alfonso Moreno Reyes (aka Cantinflas). 1.10 1.9 “Catch-Up Television Episode” means a Current Television Episode with an Availability Date that is either (i) within seven (7) days from its initial television broadcast (in the United States or in the Territory), (ii) within seven (7) days of the television broadcast of the final episode of the season of which the Current Television Episode is a part or (iii) within one (1) year of the television broadcast premiere of the season (in the United States or in the Territory) of which the Current Television Episode is a part. 1.11 1.10 “Current Television Series” shall mean a Television Series which Licensor makes available for license hereunder that has a season broadcast on television for the first time during the Avail Term. 1.12 1.11 “Current Television Episode” shall mean a Television Episode from a Current Television Series. 1.13 “ DTV ” shall mean feature-length motion pictures which Licensor makes available for license hereunder that are not theatrically released in the U.S. or the Territory and are initially released direct-to-video [in the U.S.], with an Availability Date during the Avail Term and for which Licensor controls without restriction the rights necessary to grant the license granted under this Agreement. DTVs shall be designated by Licensor as “ Premium DTVs ” or “ Non- Premium DTVs ” . 1.14 1.12 “Event of Force Majeure” in respect of a party shall mean any reasonably unforeseeable act, cause, contingency or circumstance beyond the reasonable control of such party, including, without limitation, any governmental action, nationalization, expropriation, confiscation, seizure, allocation, embargo, prohibition of import or export of goods or products, regulation, order or restriction (whether foreign, federal or state), war (whether or not declared), civil commotion, disobedience or unrest, insurrection, public strike, riot or revolution, fire, flood, drought, other natural calamity, damage or destruction to plant and/or equipment, or any other accident, condition, cause, contingency or circumstance (including without limitation, acts of God within or without the United States), but shall not include an inability to pay for whatever reason.

Netflix SPT Canada SVOD Agmt (Execution Copy) 2 1.15 1.13 “Feature Film(s)” shall mean those feature-length films which Licensor makes available for license hereunder, including Second Window Features, Foreign Features, DTVs, MOWs and Library Features. Feature Films made available by Licensor and licensed by Licensee shall be Included Programs for all purposes of this Agreement. 1.16 “ Foreign Features ” shall mean feature films which Licensor makes available for license hereunder that were theatrically released outside of the Territory (other than Mexico or Brazil) and were not theatrically released in the U.S. 1.17 1.14 “Hardware Device” shall mean an individually addressed and addressable IP-enabled hardware device used by a Registered User, excluding desktop or laptop personal computers and mobile phones, that contains an integrated Licensee-branded playback client, including, without limitation, a set-top box (including without limitation a box with an integrated personal digital recorder (DVR) and/or web browser), an Internet-enabled television, a media extender, a home theater, a game console (including without limitation the PlayStation 3, Xbox 360 and Nintendo Wii, and any successor platforms thereto), a network-connected Blu-ray and/or DVD player, and a portable device. 1.18 1.15 “High Definition” shall mean resolutions higher than 345,600 viewable pixels, in the case of NTSC, or 414,720 viewable pixels, in the case of PAL, but no greater than 2,073,600 viewable pixels, in the case of either NTSC or PAL. 1.19 1.16 “Home Video Street Date” means the day on which an Included Program is first made available for sale on DVD or Blu-ray disc in the Territory. 1.20 1.17 “Included Program” shall mean those Feature Films and Television Episodes made available by Licensor and licensed by Licensee hereunder in accordance with the terms of this Agreement. 1.21 1.18 “Launch Date” shall mean the date on which the SVOD Service is commercially available offering full-length major studio feature film and/or television programming to the general public in the Territory. 1.22 1.19 “ Library Film Features” shall mean a Feature Film which Licensor makes available for license hereunder with an Availability Date that is more than five (5) years from such film’s Home Video Street Date, which shall be designated Tier A, Tier B or Tier C by Licensor in its sole discretion. 1.23 “ Library Series ” shall mean a single series of Television Episodes which Licensor makes available for license hereunder, including all broadcast seasons thereof, with an Avail Date that is at least 3 years following the last season of production, which series may be designated Tier A, Tier B or Tier C by Licensor. 1.24 1.20 “Licensed Language” shall mean for each Included Program, (i) for Brazil, its original language, if the original language is EnglishPortuguese and, if the original language is not EnglishPortuguese, the original language dubbed or subtitled in EnglishPortuguese; (ii) for the rest of the Territory, its original language if the original language is Spanish and, if the original language is not Spanish, the original language dubbed or subtitled in Spanish; and (iii) for the Caribbean, its original language. 1.25 1.21 “License Period” with respect to each Included Program shall mean the period during which Licensee may exhibit such Included Program as specified in Section 4.2.

Netflix SPT Canada SVOD Agmt (Execution Copy) 3 1.26 “ MOW ” shall mean feature-length motion pictures which Licensor makes available for license hereunder that are not theatrically released in the U.S. or the Territory and are initially exhibited on television [in the U.S.] with an Availability Date during the Avail Term and for which Licensor controls without restriction the rights necessary to grant the license granted under this Agreement. MOWs shall be designated by Licensor as “ Premium MOWs ” or “ Non-Premium MOWs. ” 1.27 1.22 “Major Studio” shall mean Paramount Pictures, Twentieth Century Fox Film Corporation, The Walt Disney Company, Universal Studios, Sony Pictures Entertainment Inc., Warner Bros., and Metro-Goldwyn-Mayer Inc. 1.28 1.23 “Netflix-Branded Playback Applications” shall mean Netflix-branded Applications that (i) are certified by Licensee to, among other things, provide integrated playback (i.e., without requiring the launch of a new browser window) of digital audio-visual content, including, without limitation, the Included Programs, to Registered Users only and (ii) can be uniquely identified by Licensee through the use of token authorizations, which authorizations can be revoked by Licensee. Before a Netflix-branded Application is “certified”, it must pass Licensee’s certification process which requires a developer to submit a candidate Application for certification, represent that the Application complies with certification guidelines, and subject such Application to audit and verification by Licensee. If, at any time, a Netflix-Branded Playback Application is found to be non-compliant with Licensee’s guidelines, that application’s access to the SVOD Service shall be revoked at Licensee’s reasonable discretion. Further, if Licensor, in its sole discretion, determines that such Netflix-Branded Playback Application’s non-compliance conflicts with any of Licensor’s respective rights or obligations in connection with the Included Programs, or poses a material risk to Licensor’s relationships with third parties and/or its business, Licensor shall have the right to request in writing that Licensee disable such Netflix-Branded Playback Application or the playback of Included Programs via such Netflix-Branded Playback Application. Licensee shall have no obligation to so disable such Netflix-Branded Playback Application (or the playback of Included Programs through same), but in the event that Licensee declines to do so within five (5) business days of Licensor’s written request, Licensor shall have the right to terminate this Agreement by sending Licensee written notice of such termination within thirty (30) calendar days therefrom. In the event that Licensor exercises the foregoing termination right, (i) this Agreement shall automatically terminate five (5) calendar days after delivery of Licensor’s written notice of its termination pursuant hereto and no Included Programs shall be made available by Licensee on the SVOD Service after such termination date and (ii) Licensor shall refund to Licensee or credit against Licensee payables, at Licensor’s option and within sixty (60) calendar days of the effective date of termination, a pro rata amount of all License Fees paid to Licensor for Included Programs for which the License Period has not begun or has not expired, such pro rata amount to be calculated based upon the percentage of the applicable License Period for each such Included Program that remains as of the effective date of such termination. 1.29 “ Non-Returning Series ” shall mean a single series of Television Episodes which Licensor makes available for license hereunder, including all broadcast seasons thereof, with an Avail Date that is less than 3 years following the last season of production. [Is this correct?] 1.30 1.24 “Personal Use” shall mean the private viewing by one or more persons on an Approved Device in non-public locations and, provided that the consumer’s use of Approved Devices in such locations is personal, in public locations; provided, however, that any such

Netflix SPT Canada SVOD Agmt (Execution Copy) 4 viewing for which a premises access fee or other admission charge is imposed (other than any fee related only to access such non-residential venue for other general purposes) or any such viewing that is on a monitor provided by such non-residential venue (or by a third party under any agreement or arrangement with such non-residential venue) shall not constitute a “Personal Use.” 1.31 “ Portuguese Feature ” shall mean feature films which Licensor makes available for license hereunder that were theatrically released in Brazil and were not theatrically released in the U.S. with Portuguese as its original language. 1.32 1.25 “Promotional Preview” with respect to an Included Program shall mean a video clip of such Included Program commencing at the beginning of such Included Program and running no longer than two (2) consecutive minutes thereafter (“Maximum Preview Duration”), with no additions, edits or any other modifications made thereto. 1.33 “ Renewal Series ” shall mean each Television Series selected by Licensee in Avail Year 2 or Avail Year 3 that was previously selected by Licensee in any previous Avail Year within the Avail Term. 1.34 1.26 “Registered User” shall refer to each unique user of an Approved Device registered with the SVOD Service and authorized to view an exhibition of an Included Program as part of the SVOD Service. 1.35 1.27 “ Second Window Film Feature” shall mean a Feature Film with an Availability Date that is twenty-four (24) months from the Home Video Street Date of such film. no later than [2] months from the end of such Feature Film ’ s license period and any post- black period under Licensor ’ s pay agreement in the Territory. 1.36 1.28 “Security Breach” shall mean a Security Flaw that results or may reasonably result in the unauthorized availability of any Included Program or any other motion picture that originated in its compressed form from files obtained from the SVOD Service, which unauthorized availability may result in actual or threatened harm to Licensor. 1.37 1.29 “Security Flaw” shall mean a circumvention or failure of the Licensee’s secure distribution system, geofiltering technology or physical facilities. 1.38 1.30 “Software Device” shall mean an IP-enabled, uniquely addressable desktop or laptop personal computer, portable device or mobile phone that is not certified by Licensee as a Hardware Device and is capable of playing back content from the SVOD Service solely through the utilization of a software-based playback client; provided, however that mobile phones shall constitute Software Devices solely when receiving such audio-visual programming through the public Internet (as described in Section 1.2). For the avoidance of doubt, mobile phones shall not constitute Software Devices when receiving audio-visual programming through any closed and proprietary cellular audio-visual content service (e.g. Rogers Mobile’s video service), or through any closed and proprietary satellite, cable or fiber optic video distribution service (e.g. Telus IPTV or Shaw Cable). 1.39 “ Spanish Feature ” shall mean feature films which Licensor makes available for license hereunder that were theatrically released in Mexico and were not theatrically released in the U.S. with Spanish as its original language.

Netflix SPT Canada SVOD Agmt (Execution Copy) 5 1.40 “ Spanish/Portuguese Series ” shall mean a Television Series that was produced in the Territory with Spanish or Portuguese as its original language that Licensor makes available for license hereunder, not including Spanish/Portuguese TeleSeries and Spanish/Portuguese Telenovelas. 1.41 “ Spanish/Portuguese TeleSeries ” shall mean a Television Series with 60 to 90 Television Episodes that was produced in the Territory with Spanish or Portuguese as its original language that Licensor makes available for license hereunder. 1.42 “ Spanish/Portuguese Telenovelas ” shall mean a telenovela Television Series with greater than 90 Television Episodes that was produced in the Territory with Spanish or Portuguese as its original language that Licensor makes available for license hereunder. 1.43 1.31 “Subscription Video-On-Demand” or “SVOD” shall mean the delivery of multiple programs to a subscriber in response to the request of such subscriber (i) for which the subscriber is charged a monthly fee for the right to receive such programming, and is not charged a per-program(s) or per-exhibition(s) fee, which fee is unaffected in any way by the purchase of other programs, products or services, (ii) the exhibition start time of which is at a time specified by the subscriber in its discretion and (iii) which is displayed on a video monitor associated with the Approved Device that received delivery of such program from the service provider. 1.44 1.32 “SVOD Service” shall mean the Subscription Video-On-Demand programming service branded “Netflix” at all times during the Term, 100% owned and operated by Licensee, and made available via Approved Delivery only to Registered Users in the Territory to Approved Devices; provided that non-Registered Users may access limited portions of the SVOD Service, such as box art and synopses, it being acknowledged and agreed that non- Registered Users may not playback Included Programs from the SVOD Service. 1.45 1.33 “Taxes” shall mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, withholding, payroll, excise, stamp, real or personal property, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, including any related penalties and interest, imposed by any federal, territorial, state, local, or foreign government or any agency or political subdivision of any such government. 1.46 1.34 “Television Episode(s)” shall mean serialized broadcast television program episodes which Licensor makes available for license hereunder. Each Television Episode made available by Licensor and licensed by Licensee shall be an Included Program for all purposes of this Agreement. 1.47 1.35 “Television Series” shall mean a single series of Television Episodes including all broadcast seasons thereof. 1.48 1.36 “Term” shall have the meaning assigned in Article 3 hereof. 1.37 “Territory” shall mean Canada and all its territories. 1.49 “ Territory ” shall mean Mexico and its territories, commonwealths, possessions and trusteeships and all countries, territories, commonwealths, possessions and trusteeships within: (A) Central America (including, without limitation: Belize, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama), (B) South America, including, without limitation: Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, French Guiana, Guyana,

Netflix SPT Canada SVOD Agmt (Execution Copy) 6 Paraguay, Peru, Suriname, Uruguay and Venezuela), and (C) the Caribbean Basin Islands (excluding the Bahamas, Bermuda, Puerto Rico and the U.S. Virgin Islands, but including, without limitation: Anguilla, Antigua & Barbuda, Aruba, Barbados, the British Virgin Islands, the Cayman Islands, Cuba to the extent allowed under U.S. Law, Dominica, Dominican Republic, Grenada, Guadeloupe, Haiti, Jamaica, Martinique, Montserrat, the Netherlands Antilles, St. Kitts & Nevis, St. Lucia, St. Vincent and the Grenadines, Trinidad, Tobago and the Turks and Caicos Islands); provided, however, that Territory shall mean only Mexico with respect to any distribution or exploitation of the Cantinflas Features. Notwithstanding the foregoing, the Territory excludes the U.S. Virgin Islands, Bermuda and the Bahamas. 1.50 1.38 “Territorial Breach” shall mean a Security Flaw that creates a reasonable risk that any of the Included Programs will be delivered to persons outside the Territory, where such delivery outside the Territory may result in actual or threatened harm to Licensor. 1.51 1.39 “Usage Rules” shall mean those usage rules set forth on Schedule D attached hereto. 1.52 1.40 “VCR Functionality” shall mean the capability of a subscriber to perform any or all of the following functions with respect to the delivery of an Included Program: stop, start, pause, play, rewind and fast forward. 2. LICENSE. 2.1 Grant of License . Subject to Licensee’s full and timely compliance with its obligations hereunder, Licensor hereby grants to Licensee a limited non-exclusive license to transmit each Included Program for exhibition during its License Period solely in the Licensed Language and in the medium of Subscription Video-On-Demand on the SVOD Service to Registered Users in the Territory and subject at all times to the Usage Rules. Without limiting the foregoing, each such transmission of an Included Program shall be solely by Approved Delivery in an Approved Format to a Registered User’s Approved Device located in the Territory for exhibition on each such Approved Device’s associated video monitor in a format designed for viewing on such video monitor. For the avoidance of doubt, for Included Programs Licensee licenses from Licensor in High Definition, Licensee may transmit such Included Programs via Approved Delivery in High Definition for exhibition only on Approved Devices that are Hardware Devices. In addition, for the avoidance of doubt, the foregoing license shall be limited to authorized exhibition for Personal Use. Licensee shall have the right to exploit the Subscription Video-On-Demand rights using VCR Functionality. 2.2 Restrictions on License . Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in Section 2.1; (c) except as otherwise provided for in Sections 2.8, 2.9 and 2.10 of Schedule B, each Included Program must remain in its approved level of resolution and not down- or up-converted; and (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein. Licensor reserves the right to conduct an initial inspection of and approve the picture quality and user experience of the SVOD Service within sixty (60) days of the Launch Date. Thereafter, when Licensee makes any modification that results in a material adverse change to the picture quality and user experience of the SVOD Service, Licensee shall so notify Licensor, and Licensor shall have the

Netflix SPT Canada SVOD Agmt (Execution Copy) 7 right to inspect and approve such modified picture quality and user experience. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. Notwithstanding anything to the contrary in this Agreement, including without limitation this Section 2.2, Licensee shall be permitted to offer the SVOD Service, including the Included Programs licensed hereunder, on Approved Devices where a Registered User must use a third party software or service (including without limitation an Application) and/or make payment to a third party to access the SVOD Service (e.g., pay an additional charge or subscription fee paid to a service provider in order to access the SVOD Service or a tier of or bundled service that provides access to the SVOD Service) (“Third Party Fees”); provided that Licensee represents and warrants that it shall not receive any portion of such Third Party Fees at any time during the Term. Such third parties may also offer interactive features, such as chat functionality or other communication features, that overlay the SVOD Service but are not initiated by Licensee. By way of example only, the SVOD Service may be offered through a game console such as the Sony PlayStation 3 or Microsoft Xbox, wherein access to the SVOD Service by Registered Users through such Approved Device requires the payment of a Third Party Fee to Sony Corporation of America or Microsoft Corporation (in addition to subscription fees billed by Licensee) for access to the SVOD Service or a tier of or bundled service that includes the SVOD Service. 2.3 Reservation of Rights . All licenses, rights and interest in, to and with respect to the Included Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee, shall be and are specifically and entirely reserved by and for Licensor. Without limiting the generality of the foregoing, Licensee acknowledges and agrees (a) that Licensee has no right in the Included Programs or the images or sound embodied therein, other than the right to exhibit the Included Programs in strict accordance with the terms and conditions set forth in this Agreement; (b) that this Agreement shall not grant to Licensee or any other person or entity any right, title or interest in or to the copyright or any other right in the Included Programs, nor any ownership or other proprietary interests in the Included Programs; and (c) that Licensor retains the right to fully exploit the Included Programs and Licensor’s rights in the Included Program’s without limitation or holdback of any kind, whether or not competitive with Licensee. 2.4 Fraud Detection . Licensee shall consistently track information indicating fraudulent viewing and distribution activity on the SVOD Service, including, without limitation, license issuances by Registered User and IP address, device registration and de-authorization, customer ID’s, play data and number of current streams by Registered User and review its procedures with Licensor from time to time. 2.5 Notice of New Netflix-Branded Playback Applications and Hardware Devices : 2.5.1 Licensee shall notify Licensor no later than ten (10) Business Days prior to the launch in the Territory of a Netflix-Branded Playback Application certified by Licensee; provided, that such notification may be by email sent to any Licensor employee with a title of “Vice President” or above. Following expiration of the ten (10) Business Day period, playback of all then-current Included Programs (i.e., Included Programs currently made available for exhibition) may be made available through such new Netflix-Branded Playback Application; provided, however, that Licensor may, at any time within thirty (30) calendar days of receiving each notice of each new Netflix-Branded Playback Application, request in writing that Licensee disable such Netflix-Branded Playback Application or the playback of Included Programs via

Netflix SPT Canada SVOD Agmt (Execution Copy) 8 such Netflix-Branded Playback Application if Licensor, in its sole discretion, determines that such new Netflix-Branded Playback Application conflicts with any of Licensor’s respective rights or obligations in connection with the Included Programs, or poses a material risk to Licensor’s relationships with third parties and/or its business. Licensee shall have no obligation to so disable such Netflix-Branded Playback Application (or the playback of Included Programs through same), but in the event that Licensee declines to do so within five (5) Business Days of Licensor’s written request, Licensor shall have the right to terminate this Agreement by sending Licensee written notice of such termination within thirty (30) calendar days therefrom. In the event that Licensor exercises the foregoing termination right, (i) this Agreement shall automatically terminate five (5) calendar days after delivery of Licensor’s written notice of its termination pursuant hereto and no Included Programs shall be made available by Licensee after such termination date and (ii) Licensor shall refund to Licensee or credit against Licensee payables, at Licensor’s option and within sixty (60) calendar days of the effective date of termination, a pro rata amount of all License Fees paid to Licensor for Included Programs for which the License Period has not begun or has not expired, such pro rata amount to be calculated based upon the percentage of the applicable License Period for each such Included Program that remains as of the effective date of such termination. 2.5.2 Licensee shall notify Licensor at least sixty (60) calendar days in advance each time a new Hardware Device is made available to Registered Users in the Territory; provided, that such notification may be by email sent to any Licensor employee with a title of “Vice President” or above, and only persistent failure to provide such notification shall constitute breach of this Agreement. 3. TERM. Subject to earlier termination pursuant to the terms of this Agreement, the period during which Licensor shall be required to make Included Programs available and Licensee shall be required to license Included Programs pursuant to this Agreement shall be the period starting on September 15, 2010June __, 2011 and ending September 14, 2012June __, 2014 (“Avail Term”). Beginning on September 15, 2010,June __, 2011, each twelve month period is an “Avail Year.” The Avail Year beginning on September 15, 2010June __, 2011 is “Avail Year 1 1, ” the Avail Year beginning on June __, 2012 is “ Avail Year 2 ” and the Avail Year beginning on September 15, 2011 is “Avail Year 2. June __, 2013 is “ Avail Year 3. ” In no event shall Licensee have the right to exploit any Included Program prior to the commencement of the Avail Term or its License Period or after the end of its License Period. Each party acknowledges that the License Period for an Included Program may expire after the end of the Avail Term. The “Term” of this Agreement shall commence on the Effective Date and expire on the last day of the last License Period to expire for an Included Program licensed hereunder. Notwithstanding the foregoing, no termination or expiration of this Agreement, howsoever occasioned, shall relieve either party hereunder of any obligations that are expressly or impliedly created before or that expressly or impliedly continue after any such termination or expiration hereof. 4. LICENSE PERIOD. 4.1 Availability Date . The Availability Date for each Included Program shall be as determined by Licensor in its sole discretion and shall be specified in Schedule A or an Availability List; provided that up to the date that is sixty (60) days prior to the specified Availability Date, Licensor may, subject to Section 8.1.1, modify any such Availability Date by providing written notice to Licensee.

Netflix SPT Canada SVOD Agmt (Execution Copy) 9 4.2 License Period . 4.2.1 Feature Films. The License Period for each Feature Film that is an Included Program shall commence on its Availability Date and shall expire 18 months thereafter. and Television Episode that is an 4.2.2 Television Episodes. The License Period for each Television Episode that is an Included Program shall commence on its Availability Date and shall expire 2412 months thereafter. 4.3 Delay.

4.3.1 In the event Licensee fails to launch the SVOD Service in the Territory on or before December 31, 2010, Licensee shall have the right to, upon written notice to Licensor, terminate the Agreement. In the event Licensee exercises such termination right, Licensor shall be entitled to fifty percent (50%) of License Fees stated in Schedules A-1, A-2, A-3, and A-4, which is US$4,963,764 (the “Termination Fee”). If Licensor has not received one hundred percent (100%) of the Termination Fee as of the date it receives notice of Licensee’s intention to terminate pursuant to this Section 4.3.1, Licensee shall remit to Licensor the difference between the Termination Fee and amounts previously paid to Licensor within thirty (30) calendar days. Other than the Termination Fee, no other payments relating to Schedules A-1, A-2, A-3, and A-4 shall be due and payable by Licensee upon such termination. Licensor shall have no other right or remedy in the event Licensee fails to launch the SVOD Service in the Territory. 4.3.2 In the event Licensee launches the SVOD Service in the Territory after September 15, 2010 but on or before December 31, 2010, Licensor and Licensee shall work in good faith to extend the End Dates of Library Features and Non-Current Television Episodes in order to provide Licensee with a full License Period as set forth in Section 4.2 for such Included Programs.

5. LICENSING COMMITMENT. 5.1 Television Episodes. Licensee shall license from Licensor hereunder, subject to the terms of this Agreement, the following number of Feature Films and Television Episodes as Included Programs during the Avail Term: 5.1.1 Television Episodes . for Avail Year 1, all Television Episodes specified on Schedule A-1 attached hereto ; (a) Current Television Episodes. (a) all Current Television Episodes specified on Schedule A-1 attached hereto, (b) all other Current Television Episodes of Current Television Series identified in Schedule A-1 that are made available by Licensor for licensing during the Avail Term (which availability will be communicated by providing Availability Lists), including, without limitation, all Catch-Up Television Episodes and (c) all Current Television Episodes from up to four (4) Current Television Series that are not listed on Schedule A-1 that are made available by Licensor for licensing during each Avail Year (which availability

Netflix SPT Canada SVOD Agmt (Execution Copy) 10 will be communicated by providing Availability Lists), including, without limitation, all Catch- Up Television Episodes. (b) Non-Current Television Episodes. all Television Episodes specified on Schedule A-2 attached hereto. 5.1.2 for Avail Year 2, a minimum of 1100 hours of Television Episodes; 5.1.3 for Avail Year 3, a minimum of 1200 hours of Television Episodes; provided, however, that at least 250 hours must be Library TV Series in each Avail Year.

5.2 5.1.2 Feature Films. 5.2.1 For Avail Year 1, Licensee shall license from Licensor hereunder, subject to the terms of this Agreement, the Feature Films (not including Second Window Features, Cantinflas Features, MOWs, DTVs, Foreign Films and Library Films) specified on Schedule A-2 attached hereto. 5.2.2 Second Window Features. (a) Second Window Films . In its sole discretion, Licensor shall have the option to make Second Window FilmsFeatures available to Licensee, and shall do so by providing Licensee with at least ninety (90) days written notice prior to each such Second Window Film’s Availability Date. During each Avail Year, Feature ’ s Availability Date. For Avail Year 1, Licensee shall license from Licensor hereunder, subject to the terms of this Agreement, the Second Window Features specified on Schedule A-3 attached hereto. During each of Avail Years 2 and 3, Licensee shall be required to license, at a minimum, the lesser of (i) ten Second Window Films, and (ii) all Second Window FilmsFeatures made available by Licensor during such Avail Year and (ii) the number of Second Window Features specified below: (i) 65 for Avail Year 2; and (ii) 70 for Avail Year 3. 5.2.3 Cantinflas Features. For Avail Year 1, Licensee shall license from Licensor hereunder, subject to the terms of this Agreement, the Cantinflas Features specified on Schedule A-4 attached hereto. In addition to the other requirements in this Section 5.2, Licensee shall license from Licensor hereunder for each of Avail Years 2 and 3, at a minimum, the lesser of (i) all Cantinflas Features made available in each such Avail Year by Licensor and (ii) 11 Cantinflas Features in each such Avail Year. (b) Other Feature Films. all Feature Films (neither Second Window Films nor Library Films) specified on Schedule A-3 attached hereto. (c) Library Films. all Library Films specified on Schedule A-4 attached hereto. 5.2.4 Other Feature Films. For Avail Year 1, Licensee shall license from Licensor hereunder, subject to the terms of this Agreement, the DTVs, MOWs and Foreign Films specified on Schedule A-5 attached hereto. In addition to the other requirements in this Section 5.2, during each of Avail Years 2 and 3, Licensee shall be required to license, at a minimum, the

Netflix SPT Canada SVOD Agmt (Execution Copy) 11 lesser of (i) all DTVs, MOWs and Foreign Films made available in each such Avail Year by Licensor and (ii) 7 DTVs, 8 MOWs and 2 Foreign Films in each such Avail Year. 5.2.5 Library Films. For Avail Year 1, Licensee shall license from Licensor hereunder, subject to the terms of this Agreement, the Library Films specified on Schedule A-6 attached hereto. In addition to the other requirements in this Section 5.2, during each of Avail Years 2 and 3, Licensee shall be required to license, at a minimum, the lesser of (i) all Library Films made available in each such Avail Year by Licensor and (ii) 150 Library Films in each such Avail Year, 50 of which must be Tier C, 50 of which must be Tier B and 10 of which must be Tier A. 5.3 Licensor shall make available all seasons for Television Series made available hereunder, including the most recent previous season. Licensor shall use good faith efforts to provide avail lists for Avail Years 2 and 3 that are comparable in quality to the avail list provided for Avail Year 1, provided that Licensor cannot offer any assurance with respect thereto and each such Avail List must include at least 25% of the same Library Features licensed in Avail Year 1. Avail lists for Feature Films and Television Series shall be provided at least 120 days prior to the start of each Avail Year. If Licensee fails to select the Included Programs required to be licensed under this Agreement within sixty (60) days after receipt of such availability list, Licensor will have the right to designate such Included Programs for Licensee. Licensee shall license on the same terms and conditions herein any and all additional seasons of Television Series (other than Library Series) that are produced, including any such seasons produced after the expiration of the Avail Term, provided that (a) Licensor shall in Licensor ’ s sole discretion determine the License Periods and the Availability Dates (which in no event will be before the initial U.S broadcast), and (b) the License Fee for each season after Avail Year 3, if any, shall be subject to a ten percent (10%) increase from the License Fee for the immediately previous season. For the avoidance of doubt, nothing herein shall be construed to obligate Licensor to produce any additional episodes or seasons of any Included Program. 5.4 5.2 Notwithstanding anything to the contrary herein, prior to the applicable Availability Date and with sixty (60) days prior written notice in each instance, Licensor shall have the right to withdraw from licensing hereunder any of the Included Programs specified on Schedules A-1, A-2, A-3 or A-4Schedule A or an Availability Listavailability list provided to Licensee; provided that (i) if Licensor withdraws an Included Program, no License Fee shall be due and payable by Licensee for such withdrawn Included Programs; and (ii) if Licensor withdraws a Feature Film, Licensor shall use commercially reasonable efforts to make available a mutually agreed upon comparable replacement Feature Film for the duration of the withdrawn Feature Film’s License Period. Licensor acknowledges and agrees, however, that it shall not use the foregoing withdrawal rights in such a manner to materially frustrate the purpose and effect of this Agreement. 6. WITHDRAWAL OF PROGRAMS. 6.1 Licensor may withdraw any Included Program or related materials at any time because of (a) an Event of Force Majeure, loss of rights, unavailability of necessary duplicating materials or any pending or threatened litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability in connection with a rights problem with such program, or (b) upon thirty days’ prior written notice, if Licensor elects to theatrically re-release or reissue such program or make a theatrical, direct-to-video or television remake or sequel thereof, or such

Netflix SPT Canada SVOD Agmt (Execution Copy) 12 program is placed on DVD moratorium. For any Included Program withdrawn pursuant to this Section 6.1, Licensor shall provide a comparable replacement, or refund to Licensee or credit against Licensee payables within sixty (60) calendar days of the effective date of such withdrawal, a pro rata amount of all License Fees paid to Licensor for withdrawn Included Programs for which the License Period has not begun or has not expired, such pro rata amount to be calculated based upon the percentage of the applicable License Period for each such Included Program that remains as of the effective date of such withdrawal. 6.2 In addition to the foregoing, Licensor may withdraw at any time and for any reason (i) any Included Program (and related materials) that is designated by Licensor as “Subject to Section 6.2 Withdrawal” in Schedules A-1 through A-4Schedule A or an Availability List. and (ii) any Cantinflas Feature after the first 6 months of Avail Year 1. If Licensor exercises such right of withdrawal for an Included Program, Licensee shall remove such Included Program from the SVOD Service within thirty (30) days of receiving notice thereof from Licensor or ninety (90) days of receiving notice thereof if such Included Program is a Cantinflas Feature; provided that if the reason for withdrawal is Licensor’s reasonable belief that the inclusion of such Included Program in a Free Trial (as defined below) could materially jeopardize Licensor’s business relationship with any third party licensee of Included Programs in the Territory, Licensee shall remove such Included Program from the SVOD Service within seven (7) Business Days of receiving notice thereof from Licensor. For any Included Program withdrawn pursuant to this Section 6.2, Licensor shall provide a comparable replacement if the withdrawn Included Program is a Library Film, or refund to Licensee or credit against Licensee payables within sixty (60) calendar days of the effective date of such withdrawal, a pro rata amount of all License Fees paid to Licensor for withdrawn Included Programs for which the License Period has not begun or has not expired, such pro rata amount to be calculated based upon the percentage of the applicable License Period for each such Included Program that remains as of the effective date of such withdrawal. 7. LICENSE FEE; PAYMENT. 7.1 License Fee . In consideration of the rights granted hereunder and subject to Articles 4 and 5, Licensee shall pay to Licensor a license fee determined in accordance with this Article 7 for the Included Programs licensed by Licensee hereunder as set forth on Schedules A-1, A-2, A- 3, A-4, andSchedule C attached hereto (the “License Fee”). The License Fee specified herein is in United States dollars. 7.2 Payment Terms : License Fees for Included Programs hereunder shall be due and payable as follows: (i) for each Included Program that has a License Period of one (1) year or less, Licensee shall pay the applicable License Fee no later than thirty (30) calendar days after the Availability Date. For each Included Program that has a License Period of more than one (1) year, Licensee shall pay fifty percent (50%) of the applicable License Fee no later than thirty (30) calendar days after such Included Program’s Availability Date, subject to timely receipt or acquisition of a Copy, and the remaining fifty percent (50%) after half of such Included Program’s License Period has elapsed. The parties acknowledge and agree that the provisions of this Article 7 are of the essence. Licensee covenants and agrees to make all payments to Licensor hereunder in a timely manner. Without prejudice to any other right or remedy available to Licensor, any late payment will bear interest accruing from its due date at a rate equal to the lesser of 2% above the prime rate of interest announced by Bank of America at such time per year and the maximum rate permitted by applicable law.

Netflix SPT Canada SVOD Agmt (Execution Copy) 13 7.3 Tax . The amounts to be paid by either party under this Agreement shall not include Taxes, and all Taxes shall be the financial responsibility of the party obligated to pay such taxes as determined by applicable law. The parties acknowledge and agree that to the extent that Included Programs may be considered to be purchased by Licensee from Licensor, such purchase is solely for the purpose of resale to subscribers, and no Tax shall be collected by Licensor from Licensee. Upon Licensor’s written request, Licensee shall provide Licensor with a resale certificate or other similar evidence of such exemption. Licensee may withhold from its payments to Licensor any Taxes required by law unless Licensor provides Licensee with documentation sufficient to verify that Licensor is exempt and withholding is not required. If Licensor claims such an exemption and provides Licensee the required documentation and Licensee does not collect the Taxes in reliance thereon, Licensor shall hold Licensee harmless from and against any and all subsequent assessments, if any, for such Taxes levied on Licensee by a proper Taxing authority, including all interest, penalties and late charges upon any such Taxes and the cost of professional consulting fees incurred by Licensee to settle the applicable Tax matter with the relevant Tax authorities. On the other hand, if Licensor does not claim an exemption and Licensee withholds the legally required amount from payment to Licensor, Licensee shall (i) remit such amount to the applicable taxing authority, and (ii) within 30 days of filing an IRS Form 1042S with the IRS, deliver to Licensor original documentation or a certified copy evidencing such remittance to permit Licensor to obtain a credit or withholding in respect of such amounts withheld (a “Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, the Licensee shall be liable to and shall reimburse Licensor for the withholding Taxes deducted from payments due Licensor. Except as expressly set out herein, each party shall indemnify the other, pursuant to the procedures set forth in Section 14.3, for failure to pay any Taxes payable by such party pursuant to this Section and/or applicable law. 7.4 Payment Direction . Unless and until Licensee is otherwise notified by Licensor, all payments due to Licensor hereunder shall be made in United States dollars by wire or ACH transfer to Licensor as follows: c/o Columbia TriStar Media Group of Canada, Royal Bank of Canada, 200 Bay Street, Main Floor, Toronto, Ontario, Canada M5J 2J5; Account number: 00002-404-624-9; Bank Code/SWIFT Code: ROYCCAT2; Reference: Netflix SVOD[TBD]______. 7.5 Per-Turn Fees. Licensee agrees that during the Term it will not grant to any other Major Studio, whether via an executed SVOD license agreement with such Major Studio with respect to the SVOD Service in the Territory, side letter, or amendment to an existing SVOD license agreement, as consideration for the license a “per-turn fee” and/or a per-subscriber fee. 8. PHYSICAL MATERIALS AND TAXES. 8.1 Delivery .

8.1.1 Copies . For each Included Program, Licensor shall grant Licensee access to a Licensor-designated facility or laboratory to obtain either a high quality DigiBeta (containing a file in an uncompressed format) or an encoded digital file (each DigiBeta or digital file, a “Copy”). Licensee shall have such access no later than thirty (30) days prior to the Availability Date for each Included Program. All costs (including, without limitation, duplication/encoding, shipping and forwarding charges, and insurance) of obtaining and creating Copies shall be borne solely by Licensee at the applicable facility’s standard rates on a pass-

Netflix SPT Canada SVOD Agmt (Execution Copy) 14 through basis. In the event Licensee elects to obtain a DigiBeta of an Included Program, Licensee shall create master encoded digital files of such Included Program (each, a “Created Master”) and shall deliver to Licensor any and all Created Masters created for such Included Program solely for purposes of storage and quality assurance testing. 8.1.2 Advertising Materials . For each Included Program, Licensor shall deliver to Licensee at least thirty (30) days prior to the applicable Availability Date all available Advertising Materials (defined below) and music cue sheets with respect to such Included Program. All costs (including, without limitation, duplication/encoding, shipping and forwarding charges, and insurance) of creating and delivering Advertising Materials shall be borne solely by Licensee. 8.2 Copies/Asset Repurposing . Licensor grants Licensee the right, subject to Licensor securing all necessary rights and permissions from the relevant third party(ies), to re-purpose source files in its possession for any Included Program where Licensee has the right to distribute such Included Program in territories other than the Territory (e.g., if Licensee has taken delivery of source files for an Included Program for distribution in the United States pursuant to the Subscription Video-On-Demand License Agreement, effective as of December 13, 2006, between Licensee and Culver Digital Distribution Inc.). In such cases of asset repurposing, Licensor shall not be required to make Copies available to Licensee, but shall deliver Advertising Materials for such Included Program. Subject to the rights granted to Licensee herein, all right, title, and interest in and to the Copies made available to Licensee hereunder shall at all times remain in Licensor. 8.3 Return . Within 30 days following the later of (a) the termination or expiration of this Agreement and (ii) the last day of the License Period with respect to each Included Program, Licensee shall at Licensor’s election either return all Copies and Created Masters to Licensor or to a Licensor-designated facility or laboratory or erase or degauss all such Copies and Created Masters and supply Licensor with a certification of erasure or degaussing of such Copies and Created Masters. 8.4 Loss, Theft, Destruction . Upon the loss, theft or destruction (other than as required hereunder) of any Copy or Created Master of an Included Program, Licensee shall promptly furnish Licensor with proof of such a loss, theft or destruction by affidavit setting forth the facts thereof. 8.5 Licensor ’ s Property . Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. 9. CONTENT PROTECTION & SECURITY. 9.1 General . Licensee shall, throughout the Term, maintain the security systems, procedures and technologies (including, without limitation, Content Protection Systems) that are no less stringent or robust than those which Licensee employs with respect to licensed films from other licensors, but in no event less than industry standard. As of the Effective Date, Licensee represents and warrants that it implements, and will continue to implement throughout the remainder of the Term, the systems, procedures and technologies set forth on Schedule B and Schedule D. Subject to the foregoing, Licensee shall maintain and upgrade such security

Netflix SPT Canada SVOD Agmt (Execution Copy) 15 systems, procedures and technologies (including, without limitation, encryption methods) as necessary and commercially reasonable to prevent theft, pirating, unauthorized exhibition (including, without limitation, exhibition to non-Registered Users and exhibition outside the Territory), unauthorized copying or duplication of any video reproduction or compressed digitized copy of any Included Program. In the event Licensor embeds, encodes or otherwise inserts, or if applicable, associates copy control information in or with the Included Programs prior to delivery to Licensee, Licensee shall “pass through” such copy control information without intentional alteration, modification or degradation in any manner. Licensee shall not authorize any use of any video reproduction or compressed digitized copy of any Included Program for any purpose other than as is expressly permitted herein. Licensor or its representative shall have the right, at a time and date to be mutually agreed upon, to conduct an initial inspection and review Licensee’s security systems, procedures and technologies at Licensee’s places of business (including off-site facilities, if any, used by Licensee) within sixty (60) calendar days of the Launch Date. Thereafter, when Licensee makes any material and negative modification to its security systems, procedures and technologies, Licensee shall so notify Licensor, and Licensor shall have the right, at a time and date to be mutually agreed upon, to inspect and review such modified security systems, procedures and technologies at Licensee’s affected places of business (including off-site facilities, if any, used by Licensee). 9.2 Suspension Notice . Licensee shall notify Licensor immediately upon learning of the occurrence of any Security Breach or Territorial Breach, and shall provide Licensor with specific information describing the nature and extent of such occurrence. Licensor shall have the right to suspend the availability (“Suspension”) of the Included Programs on the SVOD Service at any time during the Avail Term in the event of a Security Breach or Territorial Breach by delivering a notice to Licensee of such suspension (“Suspension Notice”). Upon receipt of a Suspension Notice, Licensee shall take steps immediately to remove the Included Programs or make the Included Programs inaccessible from the SVOD Service as soon as commercially feasible (but in no event more than three calendar days after receipt of such notice). The parties acknowledge that a Suspension pursuant to this Section 9.2 may be occasioned in the absence of a Licensee Event of Default (e.g., in the event the DRM is hacked through no fault of Licensee), and that in such event, no further rights or obligations shall accrue on the part of either party after such a Suspension with regard to such Suspension. 9.3 Reinstatement/Termination . If the cause of the Security Flaw that gave rise to a Suspension is corrected, repaired, solved or otherwise addressed in the sole judgment of Licensor, the Suspension shall terminate upon Licensor’s delivery to Licensee of a notice thereof (“Reinstatement Notice”) and Licensor’s obligation to make the Included Programs available on the SVOD Service shall resume. For clarity, no period of Suspension shall extend the Avail Term in time, and upon a notice that a Suspension has ended, the Avail Term shall end as otherwise provided herein. As soon as practicable after the delivery of a Reinstatement Notice to Licensee, Licensee shall include the Included Programs on the SVOD Service. If more than two Suspensions occur during the Avail Term for any reason under any provision of this Agreement, or any single Suspension lasts for a period of three months or more, Licensor shall have the right, but not the obligation, to terminate this Agreement by providing written notice of such election to the Licensee. 9.4 Obligation to Monitor . Licensee shall have the obligation to notify Licensor promptly of any Security Breaches or Territorial Breaches of which it becomes aware.

Netflix SPT Canada SVOD Agmt (Execution Copy) 16 9.5 Content Protection Requirements and Obligations . Licensee shall at all times strictly comply with the Content Protection Requirements and Obligations attached hereto as Schedule B and incorporated herein by this reference. 10. CUTTING, EDITING AND INTERRUPTION. Subject to Section 11.2, Licensee shall not make, or authorize any others to make, any modifications, deletions, cuts, alterations or additions in or to any Included Program without the prior written consent of Licensor. For the avoidance of doubt, no panning and scanning, time compression or so-called “up-conversion” or “down-conversion” (except as stated in Section 2.10 of Schedule B) and similar modifications shall be permitted. Without limiting the foregoing, Licensee shall not delete the copyright notice or credits from the main or end title of any Included Program or from any other materials supplied by Licensor hereunder. No exhibition of any Included Program hereunder shall be interrupted for intermission, commercials or any other similar commercial announcements of any kind. Notwithstanding anything to the contrary in this Section 10, Licensee shall not be responsible for any third party modifications to Included Programs or overlays that obscure or otherwise interact with Included Programs and result from Registered User’s use of his or her Approved Device and/or from the operation of any third party hardware and/or software and are not initiated by Licensee (collectively, “Program Overlays”); provided that (i) Licensee shall include in its terms of service with third parties who develop Applications a requirement that any Program Overlays conform to industry standard, (ii) no Program Overlay may alter or modify the Usage Rules, and (iii) if Licensee becomes aware of any third party implementing a Program Overlay in an Included Program in violation of the applicable terms of service, Licensee shall use reasonable means to address such violation and/or, in its reasonable discretion, revoke such third party access to the Included Programs and/or SVOD Service. For the purpose of this Agreement, “industry standard” with respect to Program Overlays shall constitute those modifications or overlays implemented by (i) Comcast, TiVo, Xbox or PlayStation (but solely with respect to overlays implemented within each such entity’s subscription or ad-supported video programming service), or (ii) Hulu, Crackle or any other ad-supported or subscription video programming service delivered over the Internet with respect to similarly situated content. For the avoidance of doubt, this Section 10 shall not affect or limit Licensor’s withdrawal rights pursuant to Section 6. 11. PROMOTIONS. 11.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs and trailers prepared and provided or made available by Licensor or, if altered by Licensee or used other than on the SVOD Service (e.g., in television advertisements or Internet banner ads), approved in writing in advance by Licensor (provided such approval is not required for text-based materials altered by Licensee (e.g., synopses)) (“Advertising Materials”) and, subject to Section 11.2 below, Promotional Previews, solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the SVOD Service and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the SVOD Service during the time periods and other restrictions specified below: 11.1.1 Licensee may promote the upcoming exhibition of an Included Program on the SVOD Service in printed materials distributed directly and solely to Registered Users not earlier than 30 days prior to the Availability Date of such Included Program and continue promoting such availability through the last day of such Included Program’s License Period.

Netflix SPT Canada SVOD Agmt (Execution Copy) 17 11.1.2 Licensee shall have the right to promote the upcoming exhibition of each Included Program to the general public and on the SVOD Service during the period starting 30 days before its Availability Date and to continue promoting such availability through the last day of the License Period with respect to such Included Program. Without limiting the foregoing, Licensee shall not promote the availability of any Included Program on the SVOD Service to the general public fewer than fifteen (15) calendar days after such Included Program’s Home Video Street Date or after the expiration of its License Period; provided that the restriction on promoting the availability of Included Programs to the general public fewer than fifteen (15) calendar days after the Home Video Street Date shall not apply to any Included Programs that are direct-to-video releases or Current Television Episodes that have an Availability Date hereunder that is the same day as or prior to the Home Video Street Date for such release. 11.1.3 Marketing, promotional and advertising materials shall conform to the following: (a) If an announcement, promotion or advertisement is more than 10 days in advance of such program’s Availability Date, Licensee shall only announce and/or promote and/or advertise (in any and all media) its future availability on the SVOD Service by referring to its specific Availability Date. By way of example, in such case “Coming to ______on September 10” would be acceptable, but “Coming soon on ______” would not be acceptable. (b) If an announcement, promotion or advertisement is 10 or fewer days in advance of such program’s Availability Date, Licensee shall have the right to announce and/or promote and/or advertise (in any and all media) its future availability by referring generally to its upcoming availability or referring to its specific Availability Date. By way of example, in such case both “Coming to ______on September 10” and “Coming soon on ______” would be acceptable. Licensee shall not promote the availability of any Included Program on the SVOD Service after the expiration of the License Period for such Included Program. 11.2 Licensor hereby grants to Licensee a limited, non-exclusive license to exhibit Promotional Previews on the SVOD Service via Approved Delivery to Registered Users in accordance with Section 11.1 above, subject to any contractual restrictions of which Licensor notifies Licensee in writing. Notwithstanding anything to the contrary herein, in the event that any guild, union, or collective bargaining agreements or other third party agreements to which Licensor or its affiliates is or becomes a party requires a maximum duration for video clips that is shorter than the Maximum Preview Duration in order to avoid a residual, reuse or other fee in connection therewith, Licensor shall so notify Licensee in writing and Licensee shall either (i) shorten the duration of each affected Promotional Preview(s) on the SVOD Service in accordance with the terms of the notice (“Revised Preview Duration”) as soon as reasonably possible, but in no event longer than two (2) Business Days after receipt of such notice, or (ii) cease using the affected Promotional Preview(s). In addition to and without limiting any other remedy available to Licensor hereunder, in the event that Licensee exceeds the Maximum Preview Duration or any Revised Preview Duration (in the case of a Revised Preview Duration, after Licensee shortens the duration of such preview in accordance with the preceding sentence), Licensee shall indemnify Licensor for the costs of any residual, reuse or other fee payable by Licensor or its affiliates under the applicable guild, union or collective bargaining agreement(s)

Netflix SPT Canada SVOD Agmt (Execution Copy) 18 as a result thereof. Without limiting the foregoing, Licensor shall have the right to terminate (a) Licensee’s right to use a Promotional Preview for a particular Included Program on a case-by- case basis if Licensor reasonably believes that such Promotional Preview is not appropriate for all audiences or may violate the terms of any of Licensor’s agreements with, or may adversely affect Licensor’s material relations with any third party and (b) Licensee’s general right to use Promotional Previews under this Agreement if Licensor withdraws such general right from all other Internet distributors of Licensor’s content in the Territory (i.e., distributors who are authorized to delivery Licensor’s content for exhibition via the public Internet). Licensor shall give Licensee written notice of any such termination, in which event Licensee shall cease using the applicable Promotional Preview(s) within two (2) Business Days after receipt of such notice. For the avoidance of doubt, Licensee need not encrypt Promotional Previews or trailers. 11.3 Notwithstanding anything to the contrary herein, Licensee acknowledges and agrees that, subject to the conditions specified in this Section 11.3, it shall be permitted to make the SVOD Service, including, without limitation, the Included Programs, Promotional Previews and Advertising Materials hereunder available for promotional purposes to non-Registered Users within the Territory, solely via Approved Delivery and solely as exhibited on such non- Registered Users’ Approved Devices, at no charge to such non-Registered Users and for a limited trial period not to exceed one (1) month in each instance (a “Free Trial”). Licensee’s right to include Included Programs in each Free Trial is subject to the following: 11.3.1 In addition to the Included Programs, all other programs available on the SVOD Service must be made available for exhibition to non-Registered Users as part of the Free Trial. 11.3.2 Prior to enabling a trial period for a Free Trial for a non-Registered User, Licensee will require such non-Registered User to input account credentials, including, without limitation, credit card information. 11.3.3 Licensee may not enable a trial period for a Free Trial for any non- Registered User who was previously authorized by Licensee using the same account credentials to participate in a Free Trial within the last twelve (12) months. For the avoidance of doubt, except for Licensee’s limited ability to provide non-Registered Users trial access to the SVOD Service (including without limitation Included Programs) as part of a Free Trial, all relevant provisions of the Agreement shall remain in full force and effect, including Schedule B and Schedule D. 11.4 The rights granted in this Article 11 above shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Included Program in accordance with such instructions as Licensor may advise Licensee in writing. In no event shall Licensee be permitted to use any excerpts from an Included Program, other than (i) as provided by Licensor or (ii) Promotional Previews used in accordance with Section 11.2. 11.5 Notwithstanding the foregoing, Licensee shall not, without the prior written consent of Licensor, (a) modify, edit or make any changes to the Advertising Materials (except in accordance with Licensee’s standard promotional practices), or (b) promote the exhibition of any Included Program on the SVOD Service by means of contest or giveaway. Appropriate copyright notices shall at all times accompany all Advertising Materials displayed on the SVOD

Netflix SPT Canada SVOD Agmt (Execution Copy) 19 Service and/or any promotions and/or advertising created by or on behalf of Licensee. For the avoidance of doubt, Licensee shall not be responsible for any Program Overlays on Advertising Materials (“Advertising Overlays”); provided that (i) Licensee shall include in its terms of service with third parties who develop Applications a requirement that any Program Overlays conform to industry standard and (ii) if Licensee becomes aware of any third party implementing an Advertising Overlay in violation of the applicable terms of service, Licensee shall use reasonable means to address such violation and/or, in its reasonable discretion, revoke such third party access to the Included Programs and/or SVOD Service. 11.6 The names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs shall not be used separate and apart from the Advertising Materials which will be used solely for the purpose of advertising of the exhibition of such Included Programs, and no such name or likeness shall be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, by “commercial tie-in” or otherwise. Licensee shall not use Licensor’s name or logo or any Included Program or any part of any Included Program as an endorsement or testimonial, express or implied, by Licensor, for any party, product or service including Licensee or any program service or other service provided by Licensee; provided, however, that Licensee may use Licensor’s name and logo for promotional purposes on the SVOD Service, and in connection with marketing and promotional activities, with Licensor’s prior written consent. 11.7 Within 30 calendar days after the last day of the License Period for each Included Program, Licensee shall destroy (or at Licensor’s request, return to Licensor) all Advertising Materials for such Included Program which have been supplied by Licensor hereunder. 11.8 Promotions on the SVOD Service may position Subscription Video-On-Demand in a positive light, but in no event shall any such promotion contain negative messages about other means of film or television distribution. 12. LICENSOR’S REPRESENTATIONS AND WARRANTIES. Without limiting any other representation, warranty or covenant of Licensor herein, Licensor hereby represents and warrants to Licensee that: 12.1 It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. 12.2 The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. 12.3 This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles. 12.4 The performing rights to any musical compositions contained in each of the Included Programs, are either (a) controlled by SOCAN in the Territory, (b) controlled by Licensor to the extent required for the licensing of the exhibition in accordance herewith, or (c) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights in the music without obtaining a valid performance license and without

Netflix SPT Canada SVOD Agmt (Execution Copy) 20 payment of a performing rights royalty or license fee to SOCAN, and if a performing rights royalty or license fee is required to be paid in connection with the exhibition of Included Programs, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. 13. LICENSEE’S REPRESENTATIONS AND WARRANTIES. Without limiting any other representation, warranty or covenant of Licensee herein, Licensee hereby represents, warrants and covenants to Licensor that: 13.1 It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. 13.2 The execution and delivery of this Agreement has been duly authorized by all necessary corporate action. 13.3 This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensee, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles. 13.4 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited to any person other than a Registered User within the Territory as part of the SVOD Service in the medium of Subscription Video-On-Demand, or transmitted other than by Approved Delivery in an Approved Format to Approved Devices for Personal Use. 14. INDEMNIFICATION. 14.1 Licensor shall indemnify and hold harmless Licensee and its representatives (with respect to a party, its officers, directors, equity owners, employees and other representatives and its parents, subsidiaries and affiliates (and their officers, directors, equity owners, employees and other representatives (collectively, the “Representatives”)) from and against any and all claims, damages, liabilities, costs and expenses, including reasonable outside counsel fees, incurred by the foregoing in any action or proceeding brought by a third party arising from or in connection with the breach by Licensor of any of its representations or warranties or any material provisions of this Agreement and claims that any of the Included Programs or Advertising Materials, under U.S. and/or Canadian law, 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; provided, however, that Licensee shall promptly notify Licensor of any such claim or litigation. Notwithstanding the foregoing, the failure to provide such prompt notice shall diminish Licensor’s indemnification obligations only to the extent Licensor is actually prejudiced by such failure. In addition, Licensor shall not be required to indemnify Licensee or its Representatives for any claims resulting from Licensee exhibiting Included Programs or using Advertising Materials in a form other than as delivered by Licensor or due to Licensee’s editing or modification of any Included Programs or Advertising Materials or Licensee’s authorization of a third party to do any of the foregoing.

Netflix SPT Canada SVOD Agmt (Execution Copy) 21 14.2 Licensee shall indemnify and hold harmless Licensor and its Representatives from and against any and all claims, damages, liabilities, costs and expenses, including reasonable outside counsel fees, incurred by the foregoing in any action or proceeding brought by a third party arising from or in connection with (i) the breach of any representation, warranty or other material provision of this Agreement by Licensee, (ii) from the exhibition of any material (other than Advertising Materials exhibited in strict accordance with this Agreement and Licensor’s instructions therefor), in connection with or relating, directly or indirectly, to such Included Programs, or (iii) the infringement upon or violation of any right of a third party other than as a result of the exhibition of the Included Programs in strict accordance with the terms of this Agreement; provided, however, that Licensor shall promptly notify Licensee of any such claim or litigation. Notwithstanding the foregoing, the failure to provide such prompt notice shall diminish Licensee’s indemnification obligations only to the extent Licensee is actually prejudiced by such failure. 14.3 In any case in which indemnification is sought hereunder: (a)At the indemnifying party’s option, the indemnifying party may assume the handling, settlement or defense of any such claim or litigation. If the indemnifying party assumes the handling, settlement or defense of any such claim or litigation, the party to be indemnified shall cooperate in the defense of such claim or litigation, and the indemnifying party’s obligation with respect to such claim or litigation shall be limited to holding the indemnified party harmless from any final judgment rendered on account of such claim or settlement made or approved by the indemnifying party in connection therewith, and expenses and reasonable attorneys fees of the indemnified party incurred in connection with the defense of such claim or litigation prior to the assumption thereof by the indemnifying party and any reasonable out-of-pocket expenses for performing such acts as the indemnifying party shall request. If the indemnifying party does not assume the handling, settlement or defense of any such claim or litigation, the indemnifying party shall, in addition to holding the indemnified party harmless from the amount of any damages awarded in any final judgment entered on account of such claim, reimburse the indemnified party for reasonable costs and expenses and reasonable outside attorneys fees of the indemnified party incurred in connection with the defense of any such claim or litigation; and (b) The party seeking indemnification shall fully cooperate with the reasonable requests of the other party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any such claim. The indemnifying party shall not consent to the entry of any final judgment in any action without the indemnified party’s prior written approval except, in the case where Licensor is the indemnifying party, where such consent involves the agreement not to further exploit an Included Program. 15. REPORTING OBLIGATIONS. Licensee shall report electronically to Licensor the following information: on a monthly basis, within thirty (30) calendar days after the end of each calendar month, a written report detailing the aggregate number of unique Registered User viewers for each Included Program and the aggregate number of Registered User stream starts; provided, however, that Registered Users attributable to a “free trial” of or other promotion for the SVOD Service shall not be included. Additionally, Licensee shall provide Licensor, at least once during each calendar quarter, with an informal business review, which if available and not subject to confidentiality restrictions will include (i) data and discussion regarding the performance and relative performance of Included Programs on the SVOD Service, Hardware

Netflix SPT Canada SVOD Agmt (Execution Copy) 22 Devices and/or Software Devices such as the performance of Included Programs by content type (e.g., episodic vs. feature) and age; (ii) additional streaming data, such as the percentage of Registered Users actively streaming content on the SVOD Service; the average number of concurrent streams and registered Approved Devices used by actively streaming Registered Users; and (iii) such other information that Licensor may reasonably request from time to time. Licensee represents and warrants that it shall not, commencing on the Effective Date and throughout the remainder of the Term, disadvantage Licensor with respect to reporting by providing to any other Major Studio licensor with an SVOD license agreement in the Territory materially greater, relevant reporting information than provided to Licensor hereunder. 16. TERMINATION. 16.1 Without limiting any other provision of this Agreement and subject to Section 16.3, upon the occurrence of a Licensee Termination Event (as defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license hereunder with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non-refundable payment of 100% of the license fees described in this Agreement regardless of any early termination of this Agreement due to a Licensee Termination Event unless expressly provided otherwise herein. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default (as defined below), have no further obligation to deliver Copies or Advertising Materials to Licensee and Licensor shall have the right to require Licensee to immediately return all Copies, Created Masters and Advertising Materials to Licensor. In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all payments past due from Licensee to Licensor hereunder, together with interest, compounded monthly, at the lesser of 2% above the prime rate of interest announced by Bank of America at such time or the maximum rate permitted by law, plus reasonable outside attorney fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof. Furthermore, upon a Licensee Event of Default, Licensor shall have the right to immediately suspend delivery of all Included Programs and Advertising Materials with respect thereto and/or suspend Licensee’s right to exploit any Included Programs, licensed hereunder, without prejudice to any of its other rights hereunder. As used herein, a “Licensee Event of Default” shall mean the occurrence of any of the following: (A) Licensee (x) fails to timely perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement, (y) fails to make timely payment of fees under this Agreement or (z) assigns or otherwise transfers this Agreement in violation of this Agreement; or (B) upon (i) Licensee becoming unable to pay its debts; (ii) a petition being presented or a meeting being convened for the purpose of considering a resolution for the making of an administration order, the winding- up, bankruptcy or dissolution of Licensee; (iii) Licensee becoming insolvent; (iv) a petition under any bankruptcy or analogous act being filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed by the relevant authority within 60 days thereafter); (v) Licensee executing an assignment for the benefit of creditors; (vi) a receiver being appointed for the assets of Licensee; (vii) Licensee taking advantage of any applicable bankruptcy, insolvency or reorganization or any other like statute; or (viii) the occurrence of any event analogous to the foregoing. As used herein a “Licensee Termination Event” shall mean:

Netflix SPT Canada SVOD Agmt (Execution Copy) 23 (I) the occurrence of a curable Licensee Event of Default described in subclause (A) above that Licensee has failed to cure within 30 days written notice from Licensor of the occurrence of such default; (II) the occurrence of a non-curable Licensee Event of Default described in subclause (A)(z) above; (III) the occurrence of a Licensee Event of Default described in subclause (B) above; and (IV) the occurrence of breach by Licensee of its confidentiality obligations under Section 23. 16.2 Subject to Section 16.3, in the event Licensor materially defaults in the performance of any of its material obligations hereunder or Licensor becomes insolvent, or a petition under any bankruptcy act shall be filed by or against Licensor (which petition, if filed against Licensor, shall not have been dismissed within 60 days thereafter), or Licensor executes an assignment for the benefit of creditors, or a receiver is appointed for the assets of Licensor, or Licensor takes advantage of any applicable insolvency or reorganization or any other like statute (each of the above acts is hereinafter referred to as a “Licensor Event of Default”), and Licensor fails to cure such Licensor Event of Default within 30 days after delivery by Licensee to Licensor of written notice of such Licensor Event of Default, then Licensee may, in addition to any and all other rights which it may have against Licensor, immediately terminate this Agreement by giving written notice to Licensor. 16.3 Notwithstanding anything to the contrary contained in Sections 16.1 or 16.2 hereof, no termination of this Agreement for any reason shall relieve or discharge, or be deemed or construed as relieving or discharging, any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination (including, without limitation, the obligation to pay any amounts payable hereunder accrued as of such date of termination). 17. ASSIGNMENT. Subject to Section 2.2, Licensee shall not sell, assign, sublicense, subdistribute, transfer, mortgage, pledge or hypothecate any such rights or licenses in whole or in part, or delegate any of its duties or obligations hereunder, without obtaining the prior written consent of Licensor, nor shall any of said rights or licenses be assigned or transferred or duties delegated by Licensee to any third party by operation of law (including, without limitation, by merger, consolidation or change of control) or otherwise; provided, however, Licensee may assign this Agreement to a direct or indirect wholly-owned subsidiary of Licensee, provided further that such assignment shall not release Licensee from any of its obligations hereunder. 18. HEADINGS. The titles of the paragraphs of this Agreement are for convenience only and shall not in any way affect the interpretation of this Agreement. 19. NON-WAIVER OF BREACH; REMEDIES CUMULATIVE. A waiver by either party of any of the terms or conditions of this Agreement shall not, in any instance, be deemed or construed to be a waiver of such terms or conditions for the future or of any subsequent breach thereof. No payment or acceptance thereof pursuant to this Agreement shall operate as a waiver of any provision hereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation, or agreement of either party. 20. NOTICES. All notices hereunder shall be in writing and shall be sent by certified (return receipt requested) or registered mail, by air courier service, by personal delivery, or by facsimile to the address or fax number of the party for whom it is intended as follows, or to such other address or fax number as any party may hereafter specify in writing:

Netflix SPT Canada SVOD Agmt (Execution Copy) 24 If to Licensor: Sony Pictures Entertainment Inc. 10202 West Washington Boulevard Culver City, California 90232 Attention: Executive Vice President, Legal Affairs Facsimile: 1-310-244-2169

with a copy to:

Sony Pictures Entertainment Inc. 10202 West Washington Boulevard Culver City, California 90232 Attention: General Counsel Facsimile: 310-244-0510

If to Licensee:

Netflix, Inc. Maple Plaza 345 North Maple Drive Suite 300 Beverly Hills, CA 90210 Attention: Robert Kyncl, Vice President, Content Facsimile: 310-734-2999

With a copy to:

Netflix, Inc. 100 Winchester Circle Los Gatos, California 95032 Attention: General Counsel Facsimile: 408-540-3642

Notice given by personal delivery or facsimile shall be deemed given upon delivery and notice given by overnight delivery or courier service shall be deemed given the first Business Day following the Business Day of delivery to the overnight delivery service. 21. GOVERNING LAW/ARBITRATION. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to the choice of law principles thereof. Any controversy or claim arising out of or relating to this Agreement, including but not limited to its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration, to be held in Los Angeles County, California, before a single arbitrator, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then the arbitrator shall be appointed by JAMS/Endispute. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The parties will share equally in

Netflix SPT Canada SVOD Agmt (Execution Copy) 25 payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorney’s fees and other expenses to the same extent as if the matter were being heard in court). Nothing in this Section 21 shall affect either party’s ability to seek from a court injunctive or equitable relief at any time. 22. FORCE MAJEURE. Neither party shall in any manner whatsoever be liable or otherwise responsible for any delay or default in, or failure of performance resulting from or arising out of or in connection with any Event of Force Majeure, and no such delay, default in, or failure of performance shall constitute a breach by either party hereunder. 23. CONFIDENTIALITY. Other than as may be required by law, or governmental authority, or to enforce its rights hereunder, and subject to the following sentence, neither party shall, without the express written consent of the other, publicly divulge or announce, or in any manner disclose to any third party, other than its attorneys, advisors, directors, employees, agents, shareholders, accountants, parent entities or auditors, profit participants, or pursuant to Guild obligations (each of whom shall be subject to the confidentiality provision hereof) on a need-to- know basis, any of the specific terms and conditions of this Agreement, including, without limitation, the License Fees payable hereunder and any reporting information provided pursuant to the terms of the Agreement. Neither party shall issue any press release regarding the existence of or terms of this Agreement without the prior written consent of the other party. 24. THIRD PARTY CONTRACTORS. Licensor acknowledges and agrees that, in order for Licensee to operate and maintain the SVOD Service in the Territory or otherwise host, serve, exhibit and distribute Included Programs in the Territory, Licensee may use the communications, hosting, data processing and/or fulfillment services of third parties; provided, however, that Licensee will remain, in all respects, directly and primarily liable to Licensor for all of Licensee’s obligations hereunder and for all acts and omissions of such third parties, including any breach of this Agreement, or acts or omissions, which if taken by Licensee, would be a breach of this Agreement. 25. AUDIT. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the reports referred to in Article 15 hereof for a period of two (2) years after termination or expiration of this Agreement. Licensor shall have the right, exercisable no more than once per calendar year, on no less than five (5) days written notice to Licensee, and at a time and place to be mutually agreed upon by Licensor and Licensee, to audit and check Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If the good faith undisputed results of an examination establishes an error in Licensee’s computation of License Fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of 2% above the prime rate of interest announced by Bank of America at such time or the maximum rate permitted by applicable law. If such error is in excess of 10% of such License Fees due for the period covered

Netflix SPT Canada SVOD Agmt (Execution Copy) 26 by such audit, Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the costs and expenses incurred by Licensor for any audit, and (ii) reasonable attorney’s fees incurred by Licensor in enforcing the collection thereof. 26. SEVERABILITY. If any provision of this Agreement is determined by a court or arbitrator to be invalid or unenforceable, such determination shall not affect any other provision of this Agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. 27. COUNTERPARTS. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. 28. NO THIRD PARTY BENEFICIARY. This Agreement is entered into for the express benefit of the parties hereto, their successors and permitted assigns and is not intended, and shall not be deemed, to create in any other natural person, corporation, company, and/or any other entity whatsoever any rights or interest whatsoever, including, without limitation, any right to enforce the terms hereof. 29. LIMITATION OF LIABILITY. Neither party shall be liable to the other for special, consequential or incidental losses or for lost profits. 30. PRESUMPTIONS. In interpreting the terms and conditions of this Agreement, no presumption shall be interpreted for or against a party as a result of the role of such party or such party’s counsel in the drafting of this Agreement. 31. ENTIRE UNDERSTANDING. This Agreement includes the entire understanding of the parties with respect to the subject matter hereof, and all prior agreements (written or oral) with respect to such subject matter have been merged herein. No representations or warranties have been made other than those expressly provided for herein. This Agreement may not be modified, except by a written instrument signed by the parties, and this provision may not be waived except by written instrument signed by the parties.

[Signature Page Follows]

Netflix SPT Canada SVOD Agmt (Execution Copy) 27 IN WITNESS WHEREOF, the duly authorized representatives of Netflix, Inc. and Columbia Pictures Industries, Inc. have executed this Agreement as of the date first written above. SONY PICTURES TELEVISION NETFLIX, INC. CANADA, a division of Columbia Pictures Industries, IncCPT HOLDINGS, INC.

By: By:

Its: Its:

Netflix SPT Canada SVOD Agmt (Execution Copy) 28 SCHEDULE A-1

AVAIL YEAR 1 TELEVISION EPISODES

Current Television Series Episodes

License Subject to Period Section 6.2 Avail Availability (in Withdrawal # Fee Per Catch-Up Year 2 License Series Date1 months) Right Eps Episode2 Premium3 Increase4 Fees Boondocks: Season 1 9/15/2010 24 N 15 $4,500 - - $67,500 Boondocks: Season 2 9/15/2010 24 N 15 $4,500 - - $67,500 Boondocks: Season 3 9/15/2010 24 N 15 $4,500 15% - $77,625 Community: Season 1 3/1/2011 24 Y 25 $8,000 - $200,000 Community: Season 2 9/18/2011 24 Y 25 $8,000 15% 15% $264,500 Damages: Season 1 2/1/2011 24 Y 13 $11,000 - - $143,000 Damages: Season 2 2/1/2012 24 Y 13 $11,000 - 15% $164,450 Damages: Season 3 9/1/2012 24 Y 13 $11,000 15% $164,450 Drop Dead Diva: Season 1 9/15/2010 24 Y 13 $11,000 15% - $164,450 Drop Dead Diva: Season 2 9/1/2011 24 Y 13 $11,000 15% - $164,450 Hawthorne: Season 1 9/15/2010 24 Y 10 $11,000 15% - $126,500 Hawthorne: Season 2 9/1/2011 24 Y 10 $11,000 15% - $126,500 Justified: Season 1 9/15/2010 24 Y 13 $11,000 15% - $164,450 My Boys: Season 1 9/15/2010 24 Y 22 $8,000 - - $176,000 My Boys: Season 2 9/15/2010 24 Y 9 $8,000 - - $72,000 My Boys: Season 3 9/15/2010 24 Y 9 $8,000 - - $72,000 My Boys: Season 4 9/15/2010 24 Y 9 $8,000 30% - $93,600 Rescue Me: Season 1 9/15/2010 24 Y 13 $11,000 - - $143,000 Rescue Me: Season 2 9/15/2010 24 Y 13 $11,000 - - $143,000 Rescue Me: Season 3 9/15/2010 24 Y 13 $11,000 - - $143,000 Rescue Me: Season 4 9/15/2010 24 Y 13 $11,000 - - $143,000 Rescue Me: Season 5 4/15/2012 24 Y 22 $11,000 - 15% $278,300 Rescue Me: Season 6 9/1/2012 24 Y 10 $11,000 15% $126,500 Rescue Me: Season 7 9/1/2012 24 Y 9 $11,000 15% 15% $130,928 See The Big C: Season 15 TBD 24 Y 13 $12,000 $13,0006 footnote.7 $325,000 TOTAL 348 $3,741,703

1 Subject to change by Licensor as expressly stated in the Agreement. 2 Based on Current Television Episode License Fees specified in Schedule C. 3 Based on Current Television Episode License Fees specified in Schedule C. 4 Based on Current Television Episode License Fees specified in Schedule C. 5 License Fees for “The Big C” negotiated outside the terms of Schedule C. 6 Contingent on the applicable Current Television Episode having an Availability Date that is within 7 days of the season finale’s broadcast in US or CAN. 7 If season 2 of “The Big C” is commissioned for broadcast, Licensor may make such season available to Licensee for licensing hereunder. If so, Licensee will be required to license each episode of such season at a Per-Episode Fee of $13,800, and, if an episode has an Availability Date that is within 7 days of the season finale's broadcast in US or CAN, a Catch-Up Premium of $14,950 will apply to each such episode.

Netflix SPT Canada SVOD Agmt (Execution Copy) 29 SCHEDULE A-2

Non-Current Television Series Episodes Avail Year 1 License Subject to Period Section 6.2 Availability (in Withdrawal # Fee Per License Library Series Date months) Right Eps Tier Episode* Fees Beast, The 9/15/2010 24 N 13 B $2,500 $32,500 Blood+: Part 1 9/15/2010 24 N 24 B $2,500 $60,000 Blood+: Part 2 9/15/2010 24 N 26 B $2,500 $65,000 Cashmere Mafia: The Complete Series 9/15/2010 24 N 7 B $2,500 $17,500 Huff: Season 1 9/15/2010 24 N 13 A $3,500 $45,500 Huff: Season 2 9/15/2010 24 N 13 A $3,500 $45,500 Kidnapped: The Complete Series 9/15/2010 24 N 13 B $2,500 $32,500 Larry Sanders Show: Season 1 9/15/2010 24 N 13 A $3,500 $45,500 Larry Sanders Show: Season 2 9/15/2010 24 N 18 A $3,500 $63,000 Larry Sanders Show: Season 3 9/15/2010 24 N 17 A $3,500 $59,500 Larry Sanders Show: Season 4 9/15/2010 24 N 17 A $3,500 $59,500 Larry Sanders Show: Season 5 9/15/2010 24 N 13 A $3,500 $45,500 Larry Sanders Show: Season 6 9/15/2010 24 N 12 A $3,500 $42,000 Soap: The Entire Series 9/15/2010 24 N 90 C $1,500 $135,000 Unusuals, The: Season 1 9/15/2010 24 N 9 B $2,500 $22,500 TOTAL 302 $771,000

Avail Year 2 License Subject to Period Section 6.2 Availability (in Withdrawal # Fee Per License Library Series Date months) Right Eps Tier Episode* Fees* ASTRO BOY (U.S. VERSION): Season 1 9/15/2011 24 N 25 B $2,875 $71,875 ASTRO BOY (U.S. VERSION): Season 2 9/15/2011 24 N 25 B $2,875 $71,875 DAWSON'S CREEK: Season 1 9/15/2011 24 N 13 B $2,875 $37,375 DAWSON'S CREEK: Season 2 9/15/2011 24 N 22 B $2,875 $63,250 DAWSON'S CREEK: Season 3 9/15/2011 24 N 23 B $2,875 $66,125 DAWSON'S CREEK: Season 4 9/15/2011 24 N 23 B $2,875 $66,125 DAWSON'S CREEK: Season 5 9/15/2011 24 N 23 B $2,875 $66,125 DAWSON'S CREEK: Season 6 9/15/2011 24 N 24 B $2,875 $69,000 EARLY EDITION: Season 1 9/15/2011 24 N 23 C $1,725 $39,675 EARLY EDITION: Season 2 9/15/2011 24 N 22 C $1,725 $37,950 EARLY EDITION: Season 3 9/15/2011 24 N 23 C $1,725 $39,675 EARLY EDITION: Season 4 9/15/2011 24 N 22 C $1,725 $37,950 TIL DEATH: Season 1 9/15/2011 24 N 22 A $4,025 $88,550 TIL DEATH: Season 2 9/15/2011 24 N 19 A $4,025 $76,475 TIL DEATH: Season 3 9/15/2011 24 N 18 A $4,025 $72,450 TIL DEATH: Season 4 9/15/2011 24 N 22 A $4,025 $88,550 TOTAL 349 $993,025 *Based on Non-Current Television Episode license fees specified in Schedule C. AVAIL YEAR FEATURE FILMS (NOT INCLUDING SECOND WINDOW FEATURES, DTVS, MOWS, FOREIGN FILMS AND LIBRARY FILMS)

Netflix SPT Canada SVOD Agmt (Execution Copy) 30 SCHEDULE A-3

Other Feature Films Subject to License Title Rel Section 6.2 Availability Period Title Count Year Withdrawal Date (in Right months) License Fees 1 SUPERBAD 2007 Y 9/15/10 18 m $48,000 2 THE PURSUIT OF HAPPYNESS 2006 Y 9/15/10 18 m $48,000 3 RESIDENT EVIL: EXTINCTION 2007 Y 9/15/10 18 m $32,000 4 RV 2006 Y 9/15/10 18 m $32,000 5 GRIDIRON GANG 2006 Y 9/15/10 18 m $24,000 6 GRUDGE 2, THE 2006 Y 9/15/10 18 m $24,000 7 ALL THE KING'S MEN 2006 Y 9/15/10 18 m $16,000 8 ULTRAVIOLET 2006 Y 9/15/10 18 m $24,000 9 VACANCY 2007 Y 9/15/10 18 m $24,000 10 PREMONITION 2007 Y 9/15/10 18 m $24,000 11 WE OWN THE NIGHT 2007 Y 9/15/10 18 m $24,000 12 THE COVENANT 2006 Y 9/15/10 18 m $24,000 13 THE PERFECT HOLIDAY 2007 Y 10/15/10 18 m $16,000 14 WALK HARD: THE DEWEY COX STORY 2007 Y 12/15/10 18 m $24,000 15 MARIE ANTOINETTE 2006 Y 7/15/11 18 m $24,000 TOTAL $408,000

AVAIL YEAR 1 SECOND WINDOW FEATURES

Netflix SPT Canada SVOD Agmt (Execution Copy) 31 SCHEDULE A-4

Library Films

See attached Excel file.

AVAIL YEAR 1 DTVS, MOWS AND FOREIGN FILMS

Netflix SPT Canada SVOD Agmt (Execution Copy) 32 SCHEDULE A-5

AVAIL YEAR 1 LIBRARY FILMS

Netflix SPT Canada SVOD Agmt (Execution Copy) 33 SCHEDULE B

CONTENT PROTECTION REQUIREMENTS AND OBLIGATIONS

This Schedule B is attached to and a part of that certain Subscription Video-On-Demand Agreement, dated July 30, 2010 (the “Agreement”), between Sony Pictures Television Canada, a division of Columbia Pictures Industries, Inc. (“Licensor”) and Netflix, Inc. (“Licensee”). All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

1. Content Protection System. All Included Programs delivered by Licensee to, output from or stored on an Approved Device must be protected by a content protection system that includes digital rights management, conditional access systems and digital output protection (such system, the “Content Protection System”). The Content Protection System shall (i) be fully compliant with all the compliance and robustness rules set forth in this Schedule B, and (ii) use only those rights settings, if applicable, set forth in this Schedule B or that are otherwise approved in writing by Licensor. Upgrades to or new versions of the Content Protection System that would materially and negatively affect the protection provided to Included Programs shall be approved in writing by Licensor.

1.1. Explicitly Prohibited. For the avoidance of doubt.

1.1.1. Unencrypted streaming of Included Programs is prohibited.

1.1.2. Unencrypted downloads of Included Programs is prohibited.

1.1.3. All Included Programs shall be transmitted and stored in a secure encrypted form. Included Programs shall never be transmitted to or between devices in unencrypted form.

1.2. Approved Protection Systems. The following protection systems are approved as part of the Content Protection System, provided that Licensor shall have the right to withdraw its approval of a subsequent release by its publisher of any such protection system, upon reasonable advance written notice, in the event that release materially and negatively alters such protection system such that such protection system no longer enforces the relevant provisions of this Schedule B or the Usage Rules:

1.2.1. Windows Media DRM 10 (and any successor and/or update thereto that maintains a level of robustness that is equal to or greater than the robustness as of the Effective Date);

1.2.2. Silverlight Powered by PlayReady and/or PlayReady (Windows Media DRM 11) ( and any successor and/or update thereto that maintains a level of robustness that is equal to or greater than the robustness as of the Effective Date);

1.2.3. Widevine Cypher 4.2 DRM (and any successor and/or update thereto that maintains a level of robustness that is equal to or greater than the robustness as of the Effective Date);

1.2.4. Advanced Access Content Systems (“AACS”) specification version 0.95 (and any successor and/or update thereto that maintains a level of robustness that is equal to or greater than the robustness as of the Effective Date);

1.2.5. Marlin Broadband v1.2.2 DRM in compliance with the Marlin Trust Management Organization’s robustness and compliance rules (and any successor and/or

Netflix SPT Canada SVOD Agmt (Execution Copy) 34 update thereto that maintains a level of robustness that is equal to or greater than the robustness as of the Effective Date);

1.2.6. Adobe Flash Access 2.0 (and any successor and/or update thereto that maintains a level of robustness that is equal to or greater than the robustness as of the Effective Date);

1.2.7. Apple FairPlay (and any successor and/or update thereto that maintains a level of robustness that is equal to or greater than the robustness as of the Effective Date); and/or

1.2.8. SSL Transport Layer Content Protection. For streaming only to Approved Devices other than personal computers, Licensee will use a system with SSL providing encryption and integrity protection of content where: (a) SSL shall be either Secure Socket Layer version 3 (SSLv3) or Transport Layer Security version 1 (TLSv1) or later transport layer security protocols; (b) clients shall be uniquely identifiable; (c) mutual authentication shall be provided by X.509 certificate based authentication, token based authentication or both; and (d) content protection shall be ensured by securing content keys using hardware resources and/or industry strength tamper resistance.

1.3. Hardware Requirements (Hardware Devices only)

1.3.1. All firmware responsible for content protection must be validated for origin using digital signature validation before any firmware update is applied. Additionally, Licensee recommends Approved Device manufacturers implement secure boot.

1.3.2. Systems must not allow unencrypted video signals on busses accessible by users using widely available tools. Notwithstanding anything to the contrary herein, to the extent Licensor makes Included Programs available in High Definition for exhibition on Approved Devices that are Software Devices, this Section 1.3.2 will apply to Software Devices.

2. Outputs.

2.1. For Approved Devices with respect to which Licensee exercises sole control over design and manufacturing, if any, such devices shall limit analog outputs to a maximum resolution of 1080i and shall not permit analog outputs at a resolution of 1080p or greater.

2.2. The Content Protection System shall enable Macrovision content protection technology, when available, or, at Licensee’s election and subject to Licensor’s approval (not to be unreasonably withheld), other equivalent copy protection in accordance with industry standards on all analog outputs from end user devices. As between Licensor and Licensee, Licensee shall pay all royalties and other fees payable in connection with the implementation and/or activation of such content protection technology allocable to Included Programs provided pursuant to the Agreement. Nothing herein shall prevent Licensee from disabling analog TV outputs.

2.3. The Content Protection System shall enable CGMS-A content protection technology, when available, on all analog outputs from end user devices on all Approved Devices. As between Licensor and Licensee, Licensee shall pay all royalties and other fees payable in connection with the implementation and/or activation of such content protection technology allocable to Included Programs provided pursuant to the Agreement.

Netflix SPT Canada SVOD Agmt (Execution Copy) 35 2.4. The Content Protection System shall prohibit digital output of unprotected, unencrypted Included Programs. Notwithstanding the foregoing, the Content Protection System may allow a digital signal to be output if it is protected and encrypted by High Definition Copy Protection (“HDCP”) or Digital Transmission Copy Protection (“DTCP”). Further, the Content Protection System may implement (i) Digital Video Interface version 1.0 (“DVI”) without HDCP and allow only standard definition or scaled standard definition output on such interface on personal computer platforms in accordance with the allowances for DVI outputs through the DVD-CCA and/or (ii) an exception for unprotected analog and digital outputs to allow only standard definition or scaled standard definition output on such interface on personal computer platforms in accordance with the allowances for analog and digital outputs through the DVD-CCA; provided, however, that in the event that the DVD-CCA authorizes an exception to current or future DVD-CCA allowances for any such output for personal computer manufacturers, Licensor acknowledges and agrees that Licensee shall be entitled to the benefit of such exception. For the avoidance of doubt and notwithstanding anything to the contrary herein, the Content Protection System may allow High Definition content to be output via a digital output only if it is protected by HDCP or DTCP. Defined terms used but not otherwise defined in this Section 2.4 shall have the meanings given them in the DTCP or HDCP license agreements, as applicable.

2.4.1. An Approved Device that outputs decrypted Included Programs provided pursuant to the Agreement using DTCP shall:

2.4.1.1. Deliver system renewability messages to the source function;

2.4.1.2. Map the copy control information associated with the program; the copy control information shall be set to “copy never” in the corresponding encryption mode indicator and copy control information field of the descriptor;

2.4.1.3. Map the analog protection system (“APS”) bits associated with the program to the APS field of the descriptor;

2.4.1.4. Set the image_constraint_token field of the descriptor as authorized by the corresponding license administrator;

2.4.1.5. Set the eligible non-conditional access delivery field of the descriptor as authorized by the corresponding license administrator;

2.4.1.6. Set the retention state field of the descriptor as authorized by the corresponding license administrator;

2.4.1.7. Deliver system renewability messages from time to time obtained from the corresponding license administrator in a protected manner; and

2.4.1.8. Perform such additional functions as may be required by Licensor to effectuate the appropriate content protection functions of these protected digital outputs.

2.4.2. An Approved Device that outputs decrypted Included Programs provided pursuant to the Agreement using HDCP shall:

2.4.2.1. If requested by Licensor and if supported by a particular platform, deliver a file associated with the Included Programs named “HDCP.SRM” and, if present, pass such file to the HDCP source function in the set-top box as a System Renewability Message; and

Netflix SPT Canada SVOD Agmt (Execution Copy) 36 2.4.2.2. Verify that the HDCP Source Function is fully engaged and able to deliver the Included Programs in a protected form, which means:

2.4.2.2.1. HDCP encryption is operational on such output,

2.4.2.2.2. Processing of the System Renewability Message associated with the Included Programs, if any, has occurred as defined in the HDCP Specification, and

2.4.2.2.3. There is no HDCP Display Device or Repeater on such output whose Key Selection Vector is in such System Renewability Message.

2.5. In the event that Licensor provides to any entity to whom it licenses in the Territory, feature films or television programming with similar or earlier windows as the Included Programs licensed to Licensee hereunder an exception or allowance to any digital output requirement set forth herein, and such entity's content protection system, delivery mechanism and usage model are comparable to Licensee's, as reasonably determined by Licensor, Licensor will discuss in good faith with Licensee whether such an allowance would apply to Licensee hereunder.

2.6. The Content Protection System shall prohibit recording, transfer or copying of protected Included Programs onto recordable or removable media except as explicitly provided for in the Usage Rules.

2.7. The Content Protection System shall prohibit recording, transfer or copying of Included Programs onto external devices except as explicitly provided for in the usage rules or the definition of Approved Device.

2.8. For Approved Devices with High Definition output capability, standard definition Included Programs will be delivered to the device at a pixel resolution no greater than 345,600 visible pixels (in the case of NTSC), or 414,720 visible pixels (in the case of PAL), but the applicable Approved Device may up-scale such Included Programs to High Definition resolutions while maintaining all relevant output protections; provided that Licensee shall not advertise or represent the exhibition of such standard definition Included Programs as “high definition”.

2.9. High Definition streams (for Included Programs authorized by Licensor for transmission in High Definition) shall run up to a pixel resolution of 2,073,600 visible pixels delivered at a variety of bit-rates, up to a maximum of 10Mbps.

2.10. The Content Protection System may allow down-conversion of Included Programs; provided, however, that in no event shall the video stream component of Included Programs be encoded at less than 250 Kbps.

3. Watermarking Requirements.

3.1. The Content Protection System must not remove or interfere with any embedded watermarks in any Included Program; provided, however, that nominal alteration, modification or degradation of such embedded watermarks during the ordinary course of Licensee’s encoding, encryption and/or distribution of Included Programs shall not be a breach of this Section 3.1.

4. Geofiltering.

4.1. The Content Protection System shall take affirmative, reasonable measures to restrict access to Included Programs to within the Territory.

Netflix SPT Canada SVOD Agmt (Execution Copy) 37 4.2. Licensee shall periodically review the geofiltering tactics and perform upgrades to the Content Protection System to maintain “state of the art” geofiltering capabilities.

5. Embedded Information. Licensee’s delivery systems shall “pass through” any embedded copy control information without alteration, modification or degradation in any manner; provided, however, that nominal alteration, modification or degradation of such copy control information during the ordinary course of Licensee’s encoding, encryption and/or distribution of Included Programs shall not be a breach of this Section 5.

6. Network Service Protection Requirements.

6.1. All Included Programs in Licensee’s possession must be received and stored at content processing and storage facilities in a protected format using an approved protection system. Access to such Included Programs must be limited to authorized personnel who need such access for operational purposes and Licensee shall maintain auditable records of actual access.

6.2. Document security policies and procedures shall be in place. Documentation of policy enforcement and compliance shall be continuously maintained.

6.3. Physical access to servers must be limited and controlled and must be monitored by a logging system.

6.4. Auditable records of access, copying, movement, transmission, backups, or modification of Included Programs not encrypted with at least AES128 or the equivalent and of encryption keys for such Included Programs in Licensee’s possession must be securely stored for a period of at least one year.

6.5. Content servers must be protected from general internet traffic by “state of the art” protection systems including, without limitation, firewalls, virtual private networks, and intrusion detection systems. All systems must be updated, per Licensee’s standard operational procedures, to incorporate the latest security patches and upgrades.

6.6. All facilities which process and store Included Programs not encrypted with at least AES128 or the equivalent and encryption keys for such Included Programs must be available for Motion Picture Association of America and Licensor audits at times and places to be mutually agreed upon by Licensor and Licensee; provided, however, that any such inspection is conducted during Licensee’s normal business hours and does not materially interfere with Licensee’s operations or confidentiality obligations to third parties.

6.7. Any changes to Licensee’s security policies or procedures set forth in this Section 6 that would materially and negatively affect the protection provided to Included Programs must be submitted to Licensor for approval.

6.8. Each Included Program must be returned to Licensor or securely destroyed pursuant to the Agreement at the end of such program’s License Period including, without limitation, all electronic and physical copies thereof.

7. PVR Requirements. Any device receiving playback licenses must not implement any personal video recorder capabilities that allow recording, copying, or playback of any Included Program except as explicitly specified in the Usage Rules.

8. Unencrypted Audio. Notwithstanding anything herein to the contrary, unencrypted streaming of audio files associated with Included Programs shall be permitted; provided that if Licensor reasonably determines that the streaming of unencrypted audio files associated with Included

Netflix SPT Canada SVOD Agmt (Execution Copy) 38 Programs is a source for theft or piracy of such audio, the parties agree to discuss in good faith whether the streaming of unencrypted audio files should continue to be permitted.

Netflix SPT Canada SVOD Agmt (Execution Copy) 39 SCHEDULE C

LICENSE FEES

Current Television Episodes Avail Year 1 Avail Year 2 1hr Episode $11,000 $12,650 1/2hr Episode $8,000 $9,200 Animated 1/2hr Episode $4,500 $5,175

Catch-Up Television Episodes For each Current Television Episode with a License Period beginning within 7 days of initial television 50% premium to Current Television broadcast in US or CAN Episode fee For each Current Television Episode of a particular season not qualifying for above premium, with a License Period beginning within 7 days of the season finale’s 30% premium to Current Television Episode television broadcast in US or CAN fee For each Current Television Episode of a particular season not qualifying for either of the above premiums, with a License Period beginning within 1 year of the season premiere’s television broadcast in US or 15% premium to Current Television Episode CAN fee

Non-Current Television Episodes Avail Year Avail Year 1 2 Tier A $3,500 $4,025 Tier B $2,500 $2,875 Tier C $1,500 $1,725

Second Window Films North American Box Office Avail Year 1Avail Year 2 > $200mm $80,000 $92,000 $100mm - $200mm $60,000 $69,000 $50mm - $100mm $40,000 $46,000 $10mm - $50mm $30,000 $34,500 < $10mm $20,000 $23,000 DTV/MOW $8,500 $9,775

Netflix SPT Canada SVOD Agmt (Execution Copy) 40 Library Films Avail Year 1 Avail Year 2 Tier A $13,500 $15,525 Tier B $11,000 $12,650 Tier C $5,500 $6,325

Second Window Titles: Domestic Box Office* Avail Year 1 Fee Per Title (USD) ≥ $200M $425,000 $100M-$199M $360,000 $75M-$99M $340,000 $50M-$74M $290,000 $25-$49M $240,000 $10M-$24M $205,000 $5M-$9M $160,000 $2.5M-$4M $120,000 $1M-$2.4M $60,000 <$1M $30,000 Premium DTVs/MOWs $45,000 Non-Premium DTVs/MOWs $25,000 Foreign F eatures $20,000

Spanish Features:

Mexico Box Office (Pesos) Avail Year 1 Fee Per Title (USD) ≥ 100M $360,000 75M-99M $280,000 50M-74M $190,000 25M-49M $110,000 10M-24M $65,000 1M-9M $40,000

Netflix SPT Canada SVOD Agmt (Execution Copy) 41 Portuguese Features:

Brazil Box Office (R$) Avail Year 1 Fee Per Title (USD) ≥ 50M $330,000 30M-49M $220,000 20M-29M $175,000 10M-19M $125,000 5M-9M $85,000 2.5M-4.9M $50,000 1M-2.4M $40,000

Feature Films that are not Second Window Features (Avail Year 1 only):

Months following end of applicable Discount Second Window Features license period and any post-black period Rate Card under Licensor ’ s pay agreement 3-14 months 30% Discount to Second Window Features 15-26 months 45% Discount to Second Window Features 27-38 months 55% Discount to Second Window Features

Renewal Features: (Avail Years 2-3 only):

Months following end of applicable Discount to Second Window license period and any post-black period Features Rate Card under Licensor ’ s pay agreement 12 months 35% Discount 13-24 months 50% Discount 24+ months Same as Library Features pricing

Library Features:

Tier Avail Year 1 Fee Per Title (USD) Tier A $55,000 Tier B $36,000

Netflix SPT Canada SVOD Agmt (Execution Copy) 42 Tier C $20,000 Cantinflas Features: Avail Year 1 Fee Per Title (USD) Cantinflas $45,000 Feature

Television Series: Type of Television Series Avail Year 1 Fee Per Television Episode (USD) Current Series – 1 Hour $22,000 Current Series – Half Hour $12,000 Current Series – Animated $6,000 Non-Returning Series – 1 Hour $13,000 Non-Returning Series – Half Hour $7,500 Non-Returning Series – Animated $5,000 Library Series - Tier A $6,000 Library Series - Tier B $4,500 Library Series - Tier C $3,000 Spanish/Portuguese Series - 1 Hour $12,000 Spanish/Portuguese Series - Half Hour $4,500 Spanish/Portuguese Teleseries (60+ eps) $5,000 Spanish/Portuguese Series – Novela (90+ eps) $2,000

Spanish/Portuguese Series not available in the original country of production shall have a 25% discount.

The aggregate minimum License Fee for all Television Series in Avail Year 3 shall be at least US$12,000,000.

Netflix SPT Canada SVOD Agmt (Execution Copy) 43 Schedule D

USAGE RULES

1. Playback clients are devices or applications that can play or render Included Programs received from the SVOD Service.

a. Each playback client must be uniquely identifiable.

b. Each playback client must be registered with a Registered User’s user account (each, a “User Account”) prior to receiving Included Programs or playback licenses.

c. Each playback client may only be associated or registered with a single User Account at a time.

2. User Accounts

a. Registered Users must have an active User Account prior to viewing an Included Program on the SVOD Service.

b. All User Accounts must be protected via account credentials consisting of at least a user- ID and password.

c. A playback license (as described below) must timeout after 24 hours.

d. All User Accounts must have purchasing power such that access to the account credentials (username and password) is sufficient to enable purchases to be made and charged to the Registered User who is the account owner.

e. Each User Account can have a maximum of 6 registered playback clients at a time. Playback clients may be de-registered pursuant to Licensee’s standard de-registration procedures, which allows playback clients to be de-registered from either the client or the server side. After de-registration, a Registered User must re-present valid account credentials before Included Programs can be received and viewed.

3. Playback Licenses for all CPS except Link Layer Protection (which shall nonetheless meet the standard of this Section 3 by providing for an analogous level of protection, pursuant to the Link Layer Protection Playback Business Rules set forth at Section 3(l) below):

a. Only a single playback license shall be issued per viewing of an Included Program.

b. Each playback license shall be restricted to only registered playback clients.

c. Playback licenses shall not be transferable or copyable between playback clients.

d. Included Programs not playable without a “playback license.”

e. Only Licensee can provide playback licenses for Included Programs on the SVOD Service.

f. Playback licenses must be acquired at the start of viewing of an Included Program, and cannot be cached or stored on the applicable Approved Device after the earlier of viewing being stopped or 24 hours after the playback license was issued.

g. Playback licenses are only delivered to Registered Users with User Accounts in good standing.

Netflix SPT Canada SVOD Agmt (Execution Copy) 44 h. Playback licenses shall expire period within 24 hours of being issued. Resuming playback (after a stop) of a previously viewed (including partially viewed) stream requires acquisition of a new playback license.

i. If a playback client receives a new playback license while it already has a playback license or is playing an Included Program authorized by another playback license, any Included Program playing shall terminate, and the new playback license shall replace any existing playback licenses.

j. Each playback client may only have a single stream at a time.

k. Prior to issuing a playback license, a playback client must be authenticated with its associated User Account using the User Account credentials.

l. Link Layer Protection Playback Business Rules:

i. Only a single stream shall be initiated per viewing of an Included Program.

ii. Each stream shall be restricted to only registered playback clients.

iii. Streams shall not be recordable, copyable or transferable between playback clients.

iv. Included Programs are not playable without proper authorization by Licensee.

v. Only Licensee can provide streams for Included Programs on the SVOD Service.

vi. Streams cannot be cached or stored on the applicable Approved Device after the earlier of viewing being stopped or 24 hours after the start of playback.

vii. Streaming sessions shall expire in a period within 24 hours of being initiated. Resuming playback (after a stop) of a previously viewed (including partially viewed) stream requires initiation of a new stream.

viii. If a playback client receives a new stream while an existing stream was already in progress, any Included Program currently playing shall terminate, and the new stream shall replace any existing streams.

ix. Only a single streaming instance shall be allowed per Approved Device at any one time.

x. Prior to starting a streaming instance, a playback client must be authenticated with its associated User Account using the User Account credentials.

m. Only four (4) streaming instances (including any combination of playback licenses plus Link Layer Protection) may be active at one time associated with a single User Account.

n. Streaming is only allowed to Registered Users with User Accounts in good standing.

4. Fraud Detection

a. Licensee shall require that each Registered User has agreed to be bound by and comply with the SVOD Service’s terms and conditions, which terms shall, at a minimum, set forth the permitted use of Included Programs by a Registered User, including that such programs are available to members for personal, non-commercial use only. Licensee will establish commercially reasonable procedures in accordance with prevailing industry standards to provide for appropriate action to be undertaken, in Licensee’s good faith discretion, with respect to any Registered User who violates the Terms of Use. Licensee

Netflix SPT Canada SVOD Agmt (Execution Copy) 45 shall use commercially reasonable efforts to ensure that playback licenses for a single account are only delivered to the relevant account holder, which may include members of a single household.

b. Licensee will use appropriate anti-fraud heuristics to prevent unauthorized access of User Accounts. As part of this effort, Licensee will monitor operational statistics from the back end (for example, number of streams per Registered User in a given period, diversity of stream session locations in a given period, amount and location of concurrent sessions, etc.) to evaluate potential fraud.

Netflix SPT Canada SVOD Agmt (Execution Copy) 46 Document comparison done by DeltaView on Friday, June 03, 2011 5:46:41 PM Input: file://C:/Documents and Settings/MReilly/My Document 1 Documents/Netflix Canada SVOD Final Word Doc.doc file://C:/Documents and Settings/MReilly/My Document 2 Documents/Delta View Docs/Netflix Latam SVOD 2.doc Rendering set Standard

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