SPT DRAFT 4/30/10 VOD LICENSE AGREEMENT THIS VOD License Agreement (“Agreement”) is entered into as of May [__], 2010, by and between TELSTRA CORPORATION LIMITED (ABN 33 051 775 556) (“Licensee”) and SONY PICTURES TELEVISION PTY LTD (ABN 83 000 222 391) (“Licensor”). Licensor and Licensee hereby agree as follows: 1. Reference is made to the Variation Agreement, dated as of February 21, 2006, including all amendments thereto, between Licensor and Licensee (as so amended, “Original Agreement”), the term of which ended February 28, 2010. Capitalized terms used and not defined herein have the meanings ascribed to them in the Original Agreement. 2. Licensee and Licensor hereby agree to enter into a new license agreement on the same terms and conditions as the Original Agreement, except as may be set forth below. 2.1 Avail Term . The “Avail Term” for all programs (i.e., Current Films, Library Films and TV Series) will commence on May 3, 2010 and end on December 31, 2010. 2.2 Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth below. 2.2.1 “Approved Device” shall mean (a) an IP-enabled addressable Netgem 8200 set-top device that is designed for the exhibition of audio-visual content exclusively on an associated video monitor or conventional television set and branded “T-Box” (“T-Box”), (b) an IP-enabled digital television manufactured by a consumer electronics manufacturer that has executed an agreement with Licensee to make the Licensed Service accessible on such television by authorized end-users via built-in functionality (where such agreement shall include, among other things, provisions ensuring that such televisions comply with Schedule C attached hereto) (“Connected Television”), (c) an IP-enabled LG Blu-ray player with a model number BD572, HB960, or [____] (“LG Blu-ray Player”), or (d) an IP-enabled desktop or laptop device with a hard drive, keyboard and monitor, designed for multiple office and other applications using a silicon chip/microprocessor architecture, and running on one of the following operating systems: Microsoft Windows XP, Microsoft Windows 2000, Microsoft Windows NT, Microsoft “Longhorn,” any future versions of the foregoing (unless such future version is specifically disapproved by Licensor) or any other operating system specifically approved in writing by Licensor (“PC”), that in each case supports the Approved Format and the Approved Delivery Means, implements the Usage Rules (as defined in Section 2.10 below), and complies with the content protection requirements and obligations set forth in Schedule C attached hereto. In no event shall “Approved Devices” include game consoles, portable media devices (such as the Apple iPod), PDAs or mobile phones, or any device running an operating system designed for portable or mobile devices, including, without limitation, Microsoft Smartphone, Microsoft Windows CE, Microsoft Pocket PC and future versions thereof. 2.2.2 “Approved Delivery Means” shall mean the fully Encrypted Streamed or Downloaded (as further specified in the last sentence of this Section 2.2.2) delivery using IP technology of a digital electronic file: (a) in the case of such delivery to an T-Box, over Telstra-SPTAus VOD Lic Agmt - T-Box (30APR10) maa.doc 1 Licensee’s wholly-owned, controlled and operated closed IPTV network, or (b) in the case of such delivery to a Connected Television, LG Blu-ray Player or a PC, over the public, free to the consumer (other than a common carrier/ISP charge) global network of interconnected networks known as the Internet or “Worldwide Web,” whether transmitted over cable, DTH, FTTH, ADSL/DSL, Broadband over Power Lines or other means. Approved Delivery Means does not include, without limitation, delivery over cellular telephony networks. Where an Included Film is accessed by a Subscriber using a Connected Television or an LG Blu-ray Player, the Included Film must be Streamed, and where an Included Film is accessed by a Subscriber using a T-Box or a PC, the Included Film may be Downloaded. 2.2.3 “Download” means the transmission of a digital file containing audio-visual content from a remote source, which file may be stored and the content thereon viewed at a time subsequent to the time of its transmission to the viewer. 2.2.4 “Included Film” shall mean any Current Film, Library Film and TV Series required to be licensed in accordance with Section 2.3 below. 2.2.5 “High Definition” or “HD” shall mean any resolution that is (a) 1080 vertical lines of resolution or less (but at least 720 vertical lines of resolution) or (b) 1920 lines of horizontal resolution or less (but at least 1280 lines of horizontal resolution); provided, however, that where Streamed, a Stream of an Included Film purchased in High Definition may fall below 720 vertical lines of resolution or 1280 lines of horizontal resolution from time to time due to network congestion or other technical reasons. 2.2.6 “Licensed Service” shall mean the private residential Video-On- Demand programming service in the Territory which is at all times wholly-owned, controlled and operated by Licensee and branded solely as “BigPond Movies” or “BigPond TV.” 2.2.7 “Standard Definition” or “SD” shall mean (a) for NTSC, any resolution equal to or less than 480 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution) and (b) for PAL, any resolution equal to or less than 576 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution). 2.2.8 “Streamed” shall mean the transmission of a digital file containing audio-visual content from a remote source for viewing concurrent with its transmission, which file may not be stored or retained for viewing at a later time. 2.3 Licensing Commitment . Licensee shall license from Licensor as Included Films hereunder: (a) all Current Films with an Availability Date during the Avail Term; and (b) the Library Films and TV Series set forth on Exhibit 1 attached hereto. 2.4 Availability Date . The “Availability Date” for each Current Film shall be set by Licensor in Licensor’s sole discretion, provided, that such date shall be no later than forty- five (45) days after the LVR of such film. The “Availability Date” for each Library Film and TV Series shall be May 3, 2010. 2 Telstra-SPTAus VOD Lic Agmt - T-Box (30APR10) maa.doc 2.5 License Period . The “License Period” for each Included Film shall commence on its Availability Date and shall expire: (a) for each Current Film, on the date set by Licensor in Licensor’s sole discretion, provided, that such date shall in no event be earlier than the later of (i) 60 days after its Availability Date and (ii) the end date afforded to any other residential VOD or pay-per-view distributor in the Territory and (b) for each Library Film and TV Series, on December 31, 2010. 2.6 High Definition . Unless otherwise authorized by Licensor in writing before or after the date of this Agreement, Licensee shall exhibit the Included Films in Standard Definition resolution only. Licensor may, from time to time during the Avail Term and in its sole discretion, authorize Licensee to exhibit certain Included Films in High Definition resolution on Approved Devices other than PCs by providing Licensee with written notice of which Included Films are available for exhibition in High Definition. 2.7 License Fee . 2.7.1 The “License Fee” for each Included Film equals the product of (i) each and every Subscriber Transaction for such Included Film, times (ii) the Licensor’s Share, times (iii) the greater of the Actual Retail Price and Deemed Retail Price for each such Subscriber Transaction. (a) The “Deemed Retail Price” for each Included Film shall be as set forth below: Category Standard Definition High Definition Deemed Retail Price Deemed Retail Price Current Film A$5.45 A$6.35 Library Film A$3.63 A$4.54 Each episode of a TV A$1.81 A$2.72 Series (b) The “Licensor’s Share” for each Included Film shall be as set forth below: Category Licensor’s Share Current Films (based on the number of days of such title’s Availability Date from its LVR) 0-15 70% 16-30 67.5% 31-45 65% Library Films 50% Each episode of a TV Series 50% 2.7.2 The License Fee for each Included Film shall be calculated on a 3 Telstra-SPTAus VOD Lic Agmt - T-Box (30APR10) maa.doc monthly basis and shall be due and payable no later than 30 days after the month in which the Subscriber Transactions upon which they are based occur. For the avoidance of doubt, no “Annual Minimum Fee” shall be payable under this Agreement. 2.8 GST . Section 8.6 of the Original Agreement shall be deleted in its entirety and replaced with the provisions set forth in Exhibit 2 attached hereto. 2.9 DRM and Content Protection . Schedule A in the Original Agreement is deleted in its entirety and replaced with Schedule A attached hereto. Schedule C in the Original Agreement is deleted in its entirety and replaced with the Schedule C attached hereto. 2.10 Usage Rules . Each Subscriber Transaction with respect to an Included Film shall be subJect at all times to the following “Usage Rules”: 2.10.1 General . With respect to each Subscriber Transaction for an Included Film, the Subscriber shall be permitted to receive and view such Included Film on one (1) Approved Device and shall be prohibited from copying, transferring, retransmitting, burning, distributing or recording an Included Film in an unencrypted or otherwise viewable form whether within the Approved Device, to any another device or to any removable medium (such as DVD, memory sticks, removable hard drives).